CPPP_Interconnection-and-Metering-Agreement.pdf

Page 1 Rev 07/09/2026

Clean Power Pasadena Partnership Interconnection and Metering Agreement

(Installations of 200 kW or greater)

This Interconnection Agreement for solar or other renewable electrical generation facilities ("Agreement") is made and entered into by and between (“Customer”), whose principal place of business address is _______________________ and the City of Pasadena, a municipal corporation acting by and through its Pasadena Water and Power Department (“Pasadena”), sometimes also referred to herein jointly as “Parties" or individually as "Party.” The Parties have, or will prior to operation, entered into a Power Purchase Agreement (“PPA”) to which this Agreement refers, and which refers to this Agreement.

1. APPLICABILITY

This Agreement is applicable only to customers who (1) are providing a generating facility that meets the definition of an Eligible Renewable Energy Resource as set forth in the California Public Utilities Code Section 399.12 and, (2) have agreed on and executed a PPA for such generating facility with Pasadena.

The General Manager of the Water and Power Department has been authorized to enter into interconnection agreements such as this Agreement on behalf of the City through Resolution no. 9156, adopted by the City Council on November 7, 2011.

2. DESCRIPTION OF CUSTOMER'S ELECTRIC GENERATING FACILITY

Customer elects to interconnect and operate a generating facility that meets the definition of an Eligible Renewable Energy Resource as set forth in the California Public Utilities Code Section 399.12 and is capable of generating electricity from solar or other renewable electrical generation facilities (“Generating Facility”), located on Customer’s owned, leased or rented premises (“Premises”) within Pasadena’s service area in parallel with Pasadena’s electric distribution grid (“Pasadena Grid”).

The description of the Generating Facility is included in Exhibit A.

This Agreement is applicable only to the Generating Facility described in Exhibit A and installed at the location specified therein. The Generating Facility may not be relocated or connected to the Pasadena Grid at any other location without Pasadena’s express written permission.

Prior to the commencement of construction of the Generating Facility, Customer shall submit the Generating Facility’s plans and design packages for review and approval consistent with applicable design, construction and operations standards and practices.

Such review or approval shall be in accordance with Pasadena Rules and Regulations and shall not impose or create any additional liability on or for Pasadena and shall not relieve Customer of any responsibility or liability which Customer may have under this Agreement or by law.

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3. COST TO INSTALL FACILITY

Pasadena is responsible for the design, installation, and cost of upgrades located within the public right-of-way up to the Premises line and associated with interconnection to the Pasadena Grid. The Customer shall design, install, and fund all internal equipment and improvements located within the Premises line and associated with interconnection to the Pasadena Grid, ensuring full compliance with Pasadena Rules and Regulations 21 and 23 and all other relevant standards.

4. CUSTOMER PAYMENT SCHEDULE

Customer shall be billed for costs Customer is responsible for if any, under this Agreement in accordance with the payment schedule in Exhibit B.

5. INTERRUPTION OR REDUCTION OF DELIVERIES

5.1 Pasadena may, in its sole discretion, require Customer to curtail, interrupt or reduce, deliveries of available energy from its Generating Facility (a) when necessary in order to construct, install, maintain, repair, replace, remove, investigate, or inspect any of its equipment or part of the Pasadena Grid, (b) if Pasadena determines that such curtailment, interruption, or reduction is convenient or necessary due to emergency, forced outage, force majeure, or compliance with prudent electrical practices, (c) when the Generating Facility or its operation endangers Pasadena personnel, any person, the Pasadena Grid, the environment, or any property, or (d) when Customer fails to operate the Generating Facility in accordance with applicable municipal, state, and federal law, including, but not limited to the Pasadena Charter and Municipal Code, The Pasadena Electric Rates, Rules and Regulations, and any generation interconnection standards and guidelines on file with Pasadena. Pasadena may disconnect service or require Customer to interrupt or reduce production for as long as the conditions identified in (a) through (d) above exist. Pasadena shall not be obligated to accept or pay for the curtailment or reduction of service to Customer under this Section 5.1.

5.2 Whenever reasonably possible, Pasadena may, but shall not be required to, give

Customer advanced notice of the possibility that curtailment, interruption or reduction of such deliveries may be necessary for reasons specified in Section 5.1.

6. GENERATING FACILITY INTERCONNECTION AND DESIGN REQUIREMENTS

6.1 Customer shall be responsible for the design, installation, operation, and maintenance of the Generating Facility and shall obtain and maintain any required governmental authorizations and permits at Customer’s sole cost and expense.

6.2 Customer shall reimburse Pasadena for any and all losses, damages, claims, penalties, or liability it incurs as a result of Customer's failure to obtain or maintain any governmental authorizations and permits required for construction and operation of Customer's Generating Facility.

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6.3 The Generating Facility and interconnection shall conform to all applicable electrical generating system safety and performance standards established by the National Electrical Code (“NEC”), the Institute of Electrical and Electronics Engineers (“IEEE”), and accredited, nationally recognized testing laboratories such as Underwriters Laboratories (“UL”), applicable building codes, and to all applicable Pasadena electric service requirements including Regulation 21 and Regulation 23, as may be amended from time to time. All equipment utilized in photovoltaic energy systems, battery energy storage systems, and inverters must be approved by the California Energy Commission

(CEC).

6.4 Customer shall deliver the available energy to Pasadena at the Required Meter (as defined in Section 7 “Required Metering”) located on the Customer's Premises.

6.5 Customer shall not commence parallel operation of the Generating Facility until Customer receives written approval from Pasadena’s Authorized Representative.

Pasadena’s Authorized Representative shall provide such written approval within ten

(10) working days from Pasadena's receipt of all documentation required by Pasadena and of a copy of the final inspection or approval of the Generating Facility that has been issued by the governmental authority having jurisdiction to inspect and approve the installation. Such approval shall not be unreasonably withheld.

6.6 Pasadena shall have the right to have its representatives present at the final inspection made by the governmental authority having jurisdiction to inspect and approve the installation of the Generating Facility. Customer shall notify Pasadena in accordance with the terms of Section 14 “Notices”, herein, at least five days prior to such inspection.

6.7 Customer shall not add generating capacity in excess on the Nameplate Rating set forth in Exhibit A of this Agreement or otherwise modify the Generating Facility without the prior written permission of Pasadena.

6.8 Customer shall provide 30 days written notice prior to removal or decommissioning of any Generating Facility. This requirement is waived if the Generating Facility creates an emergency or safety hazard and requires immediate removal to remedy the condition. In the case of removal due to safety concerns, Customer shall provide notice of the removal or decommissioning as soon as reasonably possible to Pasadena.

6.9 In its sole discretion, Pasadena may immediately disconnect the Generating Facility, with or without notice, if Pasadena determines that the Generating Facility does not comply with this Section 6.

7. REQUIRED METERING

Pasadena shall furnish, install and own one or more revenue quality meters (“Required

Meter”) to read energy generated by the Generating Facility, and it will charge a meter fee to the Customer to cover the costs associated with the Required Meter's purchase and installation. Customer shall provide and install a meter socket in accordance with Pasadena's metering standards. Pasadena reserves the right to install additional metering equipment at its sole cost and expense.

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8. MAINTENANCE AND PERMITS

Customer shall maintain the Generating Facility and interconnection facilities described in Exhibit B (“Interconnection Facilities”) in a safe and prudent manner and in conformance with all applicable laws and regulations including and Section 6 of this Agreement. The Customer shall permit Pasadena to inspect and shall promptly provide Pasadena copies, at Customer’s sole expense, of Customer’s testing and maintenance records for the Generating Facility.

In its sole discretion, Pasadena may immediately disconnect the Generating Facility, with or without notice, if Pasadena determines that the Generating Facility does not comply with this Section 8.

9. ACCESS TO PREMISES

Pasadena may enter Customer's Premises (a) to inspect, at reasonable hours, Customer's protective devices and read or test meters, and (b) to disconnect, without notice, the Interconnection Facilities if, in Pasadena's opinion, a hazardous condition exists and such immediate action is necessary to protect persons, Pasadena’s facilities, or property of others from damage or interference caused by Customer’s Generating Facility or lack of properly operating protective devices.

10 INDEMNITY AND LIABILITY

10.1 Except as to Pasadena’s sole negligence or willful misconduct, Customer shall defend, indemnify and hold harmless Pasadena, its City Council, officers, commissioners, employees, and agents against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including, without limitation, any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, expense, or attorneys' fees) for injury or death to any person, and damage to property, including without limitation property of either Party, arising out of or in connection with (a) any act or omission in the engineering, design, construction, destruction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the Generating Facility,(b) any act or omission in the replacement, addition, betterment, reconstruction, removal, or destruction, of or to the Generating Facility, or (c) the Generating Facility.

10.2 The provisions of this Section 10 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy(s).

11 INSURANCE

The Customer shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, a commercial general liability insurance coverage as follows:

For Generating Facility with less than one (1) megawatt in nameplate capacity, a combined limit of one million ($1,000,000) Dollars per occurrence.

For Generating Facility with nameplate capacity greater than one (1) megawatt, the Parties shall negotiate in good faith the appropriate insurance coverage and to be reflected in Exhibit A.

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12 GOVERNING LAW, VENUE

This Agreement shall be interpreted under, governed by, and construed in accordance with the laws of the State of California as if executed and to be performed wholly within the State of California, without regard to conflicts of law rules thereof. Any action at law or equity brought by either Party for the purpose of enforcing a right or rights provided in this Agreement shall be brought only in a court of proper jurisdiction in the County of Los Angeles, State of California, and the Parties hereby waive all other provisions of law providing for a change of venue in such proceedings to any other county. In event of a conflict between this contract and applicable provisions of state law, the latter shall apply.

13 MODIFICATIONS, WAIVER, INTERPRETATION

13.1 No amendment or modification to this Agreement shall be effective unless in a writing duly executed by both Parties. The failure of any Party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by any Party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, shall be deemed to be construed as a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant unless such waiver is in writing.

13.2 This Agreement shall supersede any existing agreement with Pasadena under which Customer is currently operating the Generating Facility identified in Exhibit A, herein, and any such agreement shall be deemed terminated as of the effective date of this Agreement.

13.3 This Agreement constitutes the final, complete and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the Parties. Neither Party has been induced to enter into this Agreement by, and neither party is relying on, any representation or warranty outside those expressly set forth in this Agreement.

13.4 Except as expressly modified herein, Pasadena’s published Rates and Rules as adopted from time to time by Pasadena shall continue to be applicable to Pasadena’s provision of electrical service to Customer.

14 NOTICES

14.1 Any notice required under this Agreement shall be delivered electronically at the email address below. Changes in such designation may be made by notice similarly given. All written notices shall be directed as follows:

Pasadena:

ESP@cityofpasadena.net

Customer:

14.2 Customer's notices to Pasadena pursuant to this Section 14 shall refer to the Generating Facility installed at address listed in Exhibit A.

14.3 In the event of an emergency, Customer shall immediately notify Pasadena Water and

Power at its 24-hour emergencies number, 626-744-4673, of any emergency situation related to the Generating Facility.

mailto:ESP@cityofpasadena.net

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15 TERM AND TERMINATION OF AGREEMENT

15.1 This Agreement shall become effective on the date this Agreement is duly executed by both Parties as set forth in Section 18 “Signatures” below and shall continue in full force and effect until terminated as provided herein.

15.2 This Agreement shall terminate on the earliest to occur of:

15.2.1 The final day of the Delivery Term, as defined in the PPA as it may be extended therein.

15.2.2 The date both Parties agree in writing to terminate this Agreement; or

15.2.3 The thirtieth (30th) day after the non-breaching Party delivers to the breaching party a written notice of termination that (a) describes in reasonable detail the breach giving rise to such termination, and (b) states that this Agreement will terminate pursuant to this Section 15.2.3 on such thirtieth (30th) day; provided, however, that such termination will not become effective if, on or before such thirtieth (30th) day, the breaching party cures such breach, or if such breach cannot reasonably be cured within thirty (30) days, commences and thereafter diligently pursues such cure to completion.

15.3 After termination of this Agreement, any electric service provided by Pasadena to

Customer shall be pursuant to and in accordance with the applicable sections of Pasadena Municipal Code Chapter 13.04.

16 AUTHORIZED REPRESENTATIVE

Pasadena’s Authorized Representative is the General Manager of the Water and Power Department, or his/her designee. Pasadena may change its Authorized Representative by giving Customer notice pursuant to Section 14 “Notices”.

17 ASSIGNMENT

Neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

Upon the written request of Customer, Pasadena will execute applicable consent and agreement between Customer and Customer's lender(s), if any, in the form acceptable to the Parties.

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18 SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Agreement to be executed by their duly authorized representatives on the dates set forth below. This Agreement is effective as of the latter of the two dates set forth below.

Customer Pasadena

By: By:

Name: Name:

Title: Title: General Manager Date: Date:

ATTEST:

By:

City Clerk

APPROVED AS TO FORM:

By:

Assistant City Attorney

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Exhibit A

DESCRIPTION AND LOCATION OF GENERATING FACILITY

A.1 Customer Name: ____________________________________________________________

A.2 Generating Facility Description:

A.3 Address: ___________________________________________________________________

A.4 Delivery Point/POI: ___________________________________________________________

A.5 Generating Facility fuel/technology: ______________________________________________

A.6 Nameplate Capacity: _________________________________________________________

A.7 Expected annual energy production in kWh/year: ___________________________________

A.8 Expected COD of Generating Facility: ____________________________________________

A.9 Generating Facility interconnection voltage to the Pasadena distribution system: _______kV

A.10 Generating Facility Commercial General Liability Insurance: ______________($/occurrence)

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Exhibit B

DESCRIPTION FOR THE INTERCONNECTION FACILITIES

B.1 – Description of Interconnection Facilities:

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Exhibit C

INTERCONNECTION ONE-LINE DIAGRAM

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Exhibit D

SITE LAYOUT