Southern California Edison Original Cal. PUC Sheet No. 52000-E Rosemead, California (U 338-E) Cancelling Cal. PUC Sheet No. Sheet 1 Agreement for Unmetered Electric Service to CPUC-Approved Advanced Metering Infrastructure Devices Connected to Southern California Edison Company s Street Light Facilities Form 14-916 (To be inserted by utility) Issued by (To be inserted by Cal. PUC) Advice 2869-E Akbar Jazayeri Date Filed Mar 25, 2013 Decision Vice President Effective Apr 24, 2013 1C11 Resolution
Agreement for Unmetered Electric Service to CPUC-Approved Advanced Metering Infrastructure Devices Connected to Southern California Edison Company s Street Light Facilities This Agreement for Unmetered Electric Service to CPUC-Approved Advanced Metering Infrastructure (AMI) Devices Connected to Southern California Edison Company s Street Light Facilities (Agreement) between (Customer) and Southern California Edison Company (SCE) is to establish and govern the provision of unmetered electric service provided by SCE at the locations or wireless communication equipment described in the attachments to this Agreement. This agreement is available only to companies under the jurisdiction of the California Public Utilities Commission (Commission or CPUC) and for the sole purpose of operating an AMI system. A. WHEREAS, such equipment will be owned, operated and/or maintained by Customer. The Customer shall not sublet the use of the equipment attached to the SCE facility to transmit data for any other party not directly involved in the operation of the Commission-approved AMI system; and B. WHEREAS, Customer intends to energize such equipment by connecting to underground fed SCE-owned street light facilities consisting of a street light with an exposed (external) photocell control mounted on a concrete electrolier by means of an approved bracket or support arm, where SCE has an ownership interest in and maintenance responsibility for the pole, luminaire, support arm, control facility, and internal wiring at various locations within the SCE service territory. The concrete electrolier will be the only SCE streetlight facility to which a customer device may be attached under the Agreement except at the discretion of SCE for operating convenience or other reason stated by SCE; and C. WHEREAS, in SCE s opinion, it would be impractical to install electric meters at the requested locations and for such equipment installed subject to this Agreement; and D. WHEREAS, the consumption of electricity at such locations and for such equipment can be reasonably determined from the manufacturer s specifications and operating characteristics of the Customer s device, where the load is intermittent, low power demand and usage, with a maximum of one hundred twenty-five (125) watts or less rated consumption attached to any one street light secondary circuit connected to SCE s transformer; and where the total loading for all existing and new unmetered devices on a street light secondary circuit connected to SCE s transformer does not exceed 125 watts or other values as specified by SCE; and E. WHEREAS, pursuant to SCE s Preliminary Statement Part E.1, Customer and SCE agree that, in lieu of installing meters at each location, SCE shall provide unmetered electric service for Customer s equipment in accordance with the following terms and conditions. NOW, THEREFORE, in consideration of the terms and covenants contained herein, Customer and SCE hereby agree as follows: 1. Customer s equipment that is the subject of this Agreement is identified in the data sheets set forth in Attachment A (Equipment). The Equipment will be installed by Customer on the facilities described in Recital Paragraph B above with an energy connection on the SCEowned concrete electrolier. The energy connection to the concrete electrolier may be made Form 14-916 1
by the Customer, or, at the Customer s option and expense, by SCE. An SCE approved Timed Auxiliary Power Device Adaptor (TAP) device shall be installed on each concrete electrolier where the equipment attachment is made. The TAP device shall be used in order to connect the equipment to streetlight service, and not to limit the hours of operation for such connection. Customer will be responsible to own, install, maintain, make the power connection to, and remove the TAP device at its own expense. Customer s TAP device or Equipment shall not interfere with the operation of the streetlight. SCE will remove, at Customer s expense, any Equipment that interferes with the operation of the streetlight. 2. The Equipment shall be attached to SCE-owned concrete electroliers as approved by SCE. Each Customer device may be attached to existing SCE-owned concrete electroliers excluding series street light circuits, nostalgic, decorative poles or poles with existing or proposed banners, as determined by the customer of record. Device installation shall not be performed under this Agreement where location, mounting height, and/or other considerations are not acceptable to SCE or the customer of record. Any equipment attachment configuration that would violate the Commission s General Order 95 is prohibited under this Agreement. 3. Customer is required to provide all technical data necessary for SCE to perform pole loading and voltage drop calculations of the proposed attachments. SCE may reject the proposed installation if it does not satisfy design voltage drop or SCE pole loading requirements. 4. Interference Reduction Scheme: The Customer s Equipment attachment shall be limited to equipment that has been confirmed by SCE as not adversely affecting SCE s radio network, Edison SmartConnect metering system, or the power quality to its streetlights, and all Customer Equipment shall have SCE-approved interference-reduction schemes incorporated within each unit, as determined by SCE. 5. Each installed piece of Equipment shall have an SCE service account, separate from the street light account, identified by either the city or unincorporated county area where the Equipment is located for proper billing and accounting. The energy account will be billed on SCE s regular monthly billing cycle for unmetered loads. Billing of fixed usage shall be at the amount indicated in Paragraph 6. 6. Energy use for each piece of Equipment will be billed monthly at the kilowatt-hour (kwh) level determined by SCE according to the energy and other charges as well as any applicable Special Conditions in Schedule WTR. a. Customer shall provide SCE with the manufacturer s documentation from which SCE can determine the wattage level, and the level of kwh usage and/or level of service to be provided, such as the manufacturer s equipment specifications and data sheets, and the number of devices to be installed. SCE retains the right to perform on-site inspections to verify the energy consumption location and inventory of the Equipment. Attachment A documents the specific equipment and the kwh to be billed for each Equipment type. 7. Pursuant to SCE Rule 3, Customer shall furnish SCE with information, in a format acceptable to SCE, which verifies the number and location of all Equipment at each service location and reflecting the net result of any installations and removals. The information to be reported is described in Attachment B. The information shall be provided initially thirty (30) days before new installations, and on removals/replacements no later than the first business day of January, April, July and October thereafter. Each piece of Equipment shall be marked with its own identifying number or code acceptable for input into SCE s billing system. Equipment ownership, peak wattage, and 24 hour emergency contact phone number shall Form 14-916 2
be placarded on Customer s Equipment and shall be identifiable from the ground for auditing purposes. SCE may require that Customer, at the Customer s sole expense, affix or install a Radio Frequency Identification Device (RFID), specified or provided by SCE, for inventory verification purposes. 8. If it is determined by SCE that electrical load is connected that has not been accurately reported to SCE by Customer, such load will be billed in accordance with SCE Rule 17, as applicable, and Customer shall pay the otherwise full applicable tariff charges for such electrical load, calculated in accordance with Paragraph 6, above. SCE reserves the right to field or bench test Equipment to verify the inputs described in documentation provided in Paragraph 6.a, above. Customer shall be financially responsible for any damage to SCE facilities that results from a failure to accurately report Customer s loads. 9. Auditing may be conducted at SCE s sole discretion. Auditing may commence following the first anniversary of the effective date of this Agreement. The audit shall be conducted by SCE or by an independent auditor selected by SCE. Customer shall provide a complete and accurate inventory and other information as required in Paragraph 7 and in Attachment B. Customer shall provide access to the Equipment and provide assistance to SCE and its auditor to accomplish the audit, including, without limitation, identifying, locating and accessing the Equipment. SCE shall have the right to collect all costs associated with any additional work not covered by the monthly charges in Schedule WTR, including but not limited to, field verification or auditing of devices, bench testing, field amp reads, and calculations of loads not required with meter reads, that would otherwise not be incurred in serving metered facilities. 10. Neither this Agreement nor conditions of electric service hereunder shall constitute permission or authorization for any use or occupation of the facilities of SCE or any third party by Customer. Prior to any attachment to SCE-owned street light facilities, a license agreement will be required. Such license agreement shall remain a condition of service hereunder. It shall be the sole responsibility and obligation of Customer to secure any rights or permission that may be necessary for the placement and use of Customer s Equipment on or over private property or the public right of way. 11. Except as specifically provided otherwise herein, service furnished in accordance with this Agreement shall be subject to SCE s applicable tariffs on file with the Commission. This Agreement shall be subject to change or modification by the Commission as the Commission may, from time to time, direct in the exercise of its jurisdiction. 12. This Agreement shall remain in effect until terminated. This Agreement may be terminated upon one hundred-twenty (120) days prior written notice: a) by either party, which shall result in termination of service; or b) by SCE upon Customer s default of any of the stated terms, agreements, covenants, conditions and provisions of this Agreement, the license agreement for such equipment or nonconformance with SCE s other applicable tariffs. Any notice for termination of this Agreement for default shall specify the nature of the default. Customer may utilize the one hundred-twenty (120) days from issuance of such notice to cure the specified default (or in the event of a default that requires in excess of one hundred-twenty (120) days to cure, such additional time as is approved in writing by SCE). Timely cure of a specified default will avoid termination for that default. Customer expressly acknowledges that SCE shall not be liable for any costs, expenses, damages, claims or the like caused by or arising out of SCE s termination of this Agreement, including but not limited to any rearrangement, relocation, removal or disconnection expenses. SCE may continue to provide service to Customer s Equipment provided that a) a subsequently Form 14-916 3
executed superseding agreement governing the terms of unmetered service has gone into effect prior to the termination of this Agreement; or b) a meter has been installed and the service has been transferred to metered status. 13. SCE may, upon one hundred-twenty (120) days prior written notice, require metering of new, existing, additional, rearranged or relocated Equipment that would otherwise register on its metering devices with then available practical technology, and decline to provide or continue providing unmetered service. 14. Nothing in this Agreement shall preclude SCE from requesting authority from the Commission to implement an electric tariff for the unmetered service under this Agreement. If an unmetered electric service tariff is approved for SCE, it shall apply to Customer s installations under this Agreement. 15. SCE is authorized to modify the form of Attachment A and B at its sole discretion and at any time require additional reasonable information from Customer for the purpose of this Agreement, including without limitation, accurate data concerning equipment, maintaining accurate records, and promoting accurate and efficient billing. 16. All notices required herein shall be given in writing and delivered personally by United States Postal Service, or other nationally recognized courier service, to the appropriate address below. Addresses may be changed by SCE or Customer as business needs change. Notices shall be mailed to: Customer Southern California Edison Address Billing Dept. PO Box 6400 WTR Desk Attn: Rancho Cucamonga, CA 91729 17. The waiver by either party of any default in the performance, or failure to insist on strict performance by the other, or any covenant or condition contained herein shall not be construed to be a waiver of any preceding or subsequent default of the same or any other covenant contained herein. 18. If Customer acquires additional Equipment (connected by another customer under the provisions of an identical Agreement) through merger, purchase, or other forms of acquisition, all such acquired Equipment shall become subject to this Agreement, and billing will be adjusted as required by this Agreement. Customer must provide the information necessary to complete new Attachment A(s), if such additional unmetered facilities have not previously been identified to SCE. Customer must also provide the information required to complete new or modify existing Attachment B(s) as specified in Paragraph 7. If Customer is acquired by a third party, assignment of this Agreement shall be subject to the provisions of Paragraph 19. 19. Customer may, with SCE s written consent, assign this Agreement if the assignee agrees in writing to perform all of Customer s obligations hereunder. Such assignment will be deemed to include, unless otherwise specified therein, all of Customer s rights to any refunds which might become due upon discontinuance of service contracted. Customer remains responsible for all obligations under this Agreement up to the effective date of the assignment. In lieu of an assignment, Customer s successor in interest may retrofit the Equipment for metering under SCE s existing tariffs. Such assignment shall only apply to the Equipment at the location in this Agreement, and not to an alternate location. Form 14-916 4
20. Upon termination of this Agreement, Customer shall promptly disconnect and remove Customer s Equipment from the street light facilities. Customer remains responsible for payment of energy and customer charges under this Agreement until Equipment is disconnected and removed. 21. a. Customer shall indemnify and hold harmless SCE, its parent company, affiliates, directors, shareholders, invitees, employees, agents, contractors, successors and assigns, from any and all costs, liabilities, claims and expenses, including those from death or injury to any person or from a loss or damage to any real, personal or other property, arising from a breach of any obligation, duty, representation or warranty contained in this Agreement, or from any act or omission by Customer, or by any of Customer s employees, agents, contractors, affiliates, or invitees in connection with this Agreement, including but not limited to claims, liabilities, costs or damages in connection with any work performed by Customer, or its employees, agents, or contractors. The obligations of Customer under this section shall arise at such time, if any, that any claim is made, or loss is incurred by SCE, and the entry of judgment or the litigation of any claim shall not be a condition precedent to the obligations of Customer hereunder. b. Customer shall promptly notify SCE of the existence of any matters to which Customer s indemnity obligations apply. Upon demand by SCE, Customer shall defend at its own expense with mutually acceptable counsel any such matter; provided that SCE shall at all times also have the right to fully participate in the defense and consent to any settlement or compromise. c. IN NO EVENT SHALL SCE BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF CUSTOMER S CUSTOMERS OR GOOD WILL, OR LOST REVENUE OR PROFITS), FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT, ARISING IN ANY MANNER FROM THIS AGREEMENT OR THE PERFORMANCE OR NON -PERFORMANCE OF OBLIGATIONS HEREUNDER, REGARDLESS OF THE CAUSE OR FORESEEABILITY THEREOF. FURTHER, THE PARTIES AGREE IT IS REASONABLE THAT SCE SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES UNLESS CAUSED BY SCE S SOLE GROSS NEGLIGENCE. d. In addition, Customer agrees that SCE shall not be liable for any damage or injury of any kind or nature to any equipment, fixtures or site improvements of Customer or to Customer s employees, agents, servants, or independent contractors or any other third party invitees of Customer, notwithstanding the circumstances that SCE may be alleged or determined to have been concurrently, jointly, independently, or solely negligent (which shall not include gross negligence or willful misconduct) and that this was the direct or proximate cause of any such damage or injury. 22. At all times during the term of this Agreement, Customer shall maintain and shall require its subcontractors that perform any work pursuant to this Agreement to maintain insurance coverage as described below: a. Worker's Compensation Insurance with statutory limits, in accordance with the laws of the State of California, and Employer's Liability Insurance with limits of not less than one million dollars ($1,000,000). Customer shall require its insurer to waive all rights of subrogation against SCE, its officers, agents and employees. Form 14-916 5
b. General Liability Insurance, written on an occurrence basis, including broad form property damage liability, product/completed operations liability, and contractual liability, with a limit of not less than two million dollars ($2,000,000) for each occurrence. Such insurance shall (i) name SCE, its officers, agents, and employees as additional insureds, but only for Customer s acts or omissions; (ii) be primary for all purposes; (iii) contain standard cross-liability or severability of interest provisions; and (iv) waive all rights of subrogation against SCE, its officers, agents, and employees. If Customer elects, with the concurrence of SCE, a claims made form of General Liability Insurance may be maintained. In such event, the following additional requirements shall apply: (i) the retroactive date of the policy shall be prior to the effective date of the Agreement; and (ii) coverage shall be maintained in effect for a period of not less than two (2) years after termination of the Agreement, or a supplemental reporting period of not less than two (2) years after termination of the Agreement shall be included. c. Automobile Bodily Injury and Property Damage Liability Insurance on an occurrence form with a combined single limit per occurrence of not less than one million dollars ($1,000,000). Such insurance shall cover liability arising out of the use by Customer of owned, non-owned, and hired automobiles. Such insurance shall acknowledge SCE as an additional insured and be primary for all purposes. Written proof of compliance with the requirements of this Section, consisting of Certificates of Insurance and a copy of the Additional Insured Endorsement to Customer s insurance policy(s), in a form acceptable to SCE, shall be provided to and approved by SCE prior to any Attachment upon any street light facility and prior to the expiration of each policy year thereafter. The Certificates of Insurance shall provide that this insurance shall not be terminated, canceled or reduced except on thirty days prior written notice to SCE. Failure to provide and maintain such insurance shall constitute a default under this Agreement. In lieu of the insurance policies required pursuant to this Section 21, SCE may, in its sole discretion, allow Licensee to self-insure all or any portion of the risks that would otherwise be covered by such insurance policies. Licensee may only request and continue to selfinsure if Licensee maintains a self-insurance program that is qualified as a self-insurer within the State of California, and if Licensee s senior unsecured debt rating is at least BBB-. If SCE permits Licensee to self-insure all or any portion of the risks that would otherwise be covered by such insurance policies, Licensee shall assume and pay from its assets all claims arising from such self-insured risks to the same extent as if covered by a third-party insurance company in the usual course of business, and as required by this Agreement, and all insurance conditions and requirements of this Agreement shall be satisfied by such selfinsurance as evidenced by a letter of self-insurance attested to by an officer of Licensee. 23. This Agreement shall supersede existing letters of understanding, agreements and contracts, whether verbal or written, for the provision of unmetered services to the Equipment Form 14-916 6
APPROVED: Customer: Title: Name (Print): Signature: Date: Southern California Edison Company Title: Name (Print): Signature: Date: Form 14-916 7
Attachment A Attachment A to: Agreement for Unmetered Electric Service to CPUC-Approved Advanced Metering Infrastructure Devices Connected to Southern California Edison Company s Street Light Facilities Distribution : Service Planning, Customer Form to be completed by SCE Date of Agreement Date of this attachment CA# SA# Customer: Address: Billing Name: Address (if different from mailing): Equipment billing information (to be completed by Southern California Edison) Manufacturer/model or series Equipment type *Use only one Attachment A per Equipment type Basic calculation for monthly kilowatt hours (kwh) rounded to the nearest whole kwh for billing. (Nominal voltage x Amps) /1000) x hours of operation 731 hours is applied for 24 hour load. Adjust Amps as needed when Average Documented Consumption is used in place of full rated amps for proper kwh billing. Rate schedule 1 Nominal volts Amps Operating hours kwh/mo billing WTR Customer must provide the following: Equipment model, type and unit identification number Input ratings in amps, nominal volts or documented average consumption Additional documentation and attachments as required by Southern California Edison : Pursuant to the Agreement, for billing reporting, information required includes, but is not limited to: Equipment location (e.g., Street light number, GPS coordinate or other acceptable identification. Information required on Attachment B to the Agreement must be provided.) 1 The customer will be billed monthly at the kwh level determined by SCE according to the energy and other charges and any applicable Special Conditions in Schedule WTR. Form 14-916 Attachment A Page 1
Attachment A Notification of tax exemptions applicable to the provisions of service under this Agreement Provide the following when requesting service through Southern California Edison: A copy of the Agreement and Attachments for unmetered electric service Necessary information to complete an Electric Rule 3 request for service if required. Mailing Address: E-Mail address: Form 14-916 Attachment A Page 2
Agreement for Unmetered Electric Service to CPUC-Approved Advanced Metering Infrastructure Devices attached to Southern California Edison Company's Street Light Facilities: Attachment B Customer Name Structure# SECTION TO BE FILLED OUT BY CUSTOMER: SERVICE ADDRESS CROSS STREET Lat/ Long DEVICE Serial # Customer Account Number For SCE USE Only Energize Date Remove Date SA# FORM 14-916 Attachment B