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Home My WebLink AboutA3900 - SO CALIF EDISON ELECTRONIC DATA MO 6063 Southern Calif. Edison Co. Electronic Data Interchange • • Payments Agr. AGREEMENT #3900 M06063, 12-17-97 ELECTRONIC DATA INTERCHANGE PAYMENTS-AGx-L,Em11N 1- This Electronic Data Interchange Payments Agreement(the"Agreement")is made as of l 0/� Y 9-7 by and between Southern California Edison Co E,�i11 n' C fo {�r ¢�Q� ton,with offices at 2244 Walnut D� �.1 "`" 'ESP" a corporation, Grove Ave,Rosemead,California,and��E��yy ), rP with offices at 2825 E. Tahguit,z neon aypBldg. C, alm prangs, CA 92262 Recitals A. Edison and ESP are parties to an Electronic Data Interchange Trading Partner Agreement("EDI-TPA") dated I n/2 R Q 7 ,under which Edison and ESP transmit direct access transactions electronically,and either party is paying by electronic funds transfer. B. Edison and ESP desire to establish terms and conditions upon which both parties shall make such payments and communicate associated remittance information. This Agreement details how those electronic funds transfers shall be made. Now,therefore,the parties,agree at follows: Section 1. Authorization 1.1 Funds Transmittal. ESP shall transmit funds to Edison's Account and Edison's Bank specified in Section 1.2,via the AC.H_funds-transfer system("System"),and shall be subject to the rules of such funds-transfer System.Edison authorizes ESP,to satisfy its Payment Obligation,by initiating funds transfers that result in payment to Edison by credit to Edison's Account,and communicate associated Remittance Information to Edison in accordance with the Agreement. "Payment Obligation"is defined as the obligation of ESP to pay Edison pursuant to the California Public Utility Commission Tariff Rule's 22,and 9C.All funds transfered under this Agreement shall be in accordance with the EDI Trading Partner Agreement which is incorporated herein by this reference. 1.2 Designations. Bank Name: Mellon Bank Account Name: SCE Address: 9 Mellon Bank Souare Account No.: 020� City,State: Pittsburgh. PA Bank ABA No.: 0 4 3 0 0 0 2 6 1 15259 1.3 Debits. Neither party shall initiate a transaction in connection with a Payment Obligation for the purpose of debiting a bank account of the other party. In the event of duplicate payment, overpayment,fraudulent payment,or payment in error,ESP shall have the right to cause cancellation of any such payments to Edison after notice to Edison provided that such cancellation shall occur prior to 5:00 p.m.Pacific Time on the day of transmission. Otherwise,Edison shall adjust the next bill after verifying the facts. Section 2. Remittance Information 2.1 Remittance Information. For each funds transfer, ESP shall send remittance information to Edison's Bank either with the funds transfer or via a Remittance Advice. A Remittance Advice shall not constitute a warranty that the funds transfer has been timely initiated or that any order will be accepted by Edison's Bank on any date specified therein. A party shall be deemed to have delivered a Document when it is delivered to Edison's Bank. "Document"means a Remittance Advice(820)that is communicated in accordance with the ANSI ASC X12 EDI standards. Section 3. Payments 3.1 Timing of Payments.Bills are due and payable upon presentation and will be considered past due if not paid within 19 days idler the date of presentation. A payment shall be deemed to be made by ESP upon completion(receipt by Edison's bank)of any funds transfer. aD4bdV.:MAIL !BUD d, D110% kI;REENId N111 Effect of Delays. If a payment due date falls on a date on which the funds transfer cannot be initiated or completed because the System,Edison's Bank,or the ESP's Bank,is not open for business or is unable to make or receive funds transfers,the payment due date shall be deemed to be the next business date,on which the funds transfer can be initiated and completed. ESP shall not be in breach of any agreement applicable to an invoice,or suffer any late payment penalty regarding a funds transfer that was initiated properly and timely by ESP to the extent its completion is delayed because of failure or delay by the System,the operation of a System or rule which could not be anticipated by ESP or rejection by Edison's Bank. However,any such failure,delay or rejection does not extinguish ESP's obligation to pay Edison as soon as practical after the failure, delay or rejection is discovered. Section 4. Transmissions 4.1 Garbled/Incomplete Transmission. If any transmitted Document is received in an unintelligible, garbled or incomplete form the receiving party shall promptly notify the originating party(if identifiable from the received Document)in a reasonable manner. In any case,the originating party's records of such Document shall dictate the contents of the transmitted Document. Section 5. Liability 5.1 Responsibility for Service.Each party shall,at its own expense,provide and maintain the equipment,security procedures,software,services,testing and connections necessary to effectively and reliably transmit and receive funds transfers and Documents,and shall pay for its own costs associated with the transmission and receipt of funds transfers and Documents. 5.2 Consequential Damages. Neither party shall be liable to the other under the Agreement for any special,incidental or consequential damages. 5.3 Conduct of Third Parties. Neither party shall be liable to the other for the acts or omissions of any funds-transfer system operator,or for the acts or omissions of any banks or other third party not selected by such party. Section 6. Changes/Termination 6.1 Changc'of Designations. Either party may change its designation of an account,bank,or Third Party Service Provider by notice to the other party. Any such change shall be effective thirty(30) days after such notice is received by the other party. 6.2 Termination. This Agreement shall remain in effect until terminated by either party upon 30 days written notice to the other. Notwithstanding such termination,the Agreement shall remain in effect for all Documents that have been sent by either party and not canceled prior to termination of this Agreement. Section 7 Confidentiality 7.1 Confidentiality. Information contained in any Document or otherwise exchanged between the parties pursuant to this Agreement shall be considered confidential. Such information shall be held in confidence by the recipient and shall be disclosed only to those of its employees or authorized represcntative(s)who require access in the performance of their duties to the recipient. The recipient will exercise reasonable care in the safeguarding of such confidential information except that which is publicly available and will survive termination of this Agreement. Section 8 Miscellaneous 8.1 Assignment. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. Neither party may assign any of its rights or delegate any of its obligations under this Agreement without the written consent of the other party,which consent shall not be unreasonably withheld or delayed. 8.2 Notice. Any notices concerning this Agreement shall be sent to the attention of the person(s) named below. 8.3 Choice of Law. This Agreement shall be governed by and interpreted in accordance with the laws, other than choice of law rules,of the State of California. 8.4 Conflicts:Rules. In the event of any inconsistency between this Agreement and another agreement between the parties addressing the subject matter of this Agreement,this Agreement shall control. Any remittance instructions contained in an invoice from Edison are superseded by this Agreement. The parties agree to be bound by the rules of the funds-transfer system or other mechanism used to communicate a payment order. 8.5 Definitions. Terms used in the Agreement,but not defined shall be defined as provided in UCC Article 4A. 8.6 Entire Agreement. This Agreement constitutes the entire agreement of the parties relating to the matters specified in this Agreement and supersedes all prior communication and agreements with respect to%st Calm S ngs ESP: Erv' Edison ue signature Name: Rob W. Parkins Name: Denise K.Grant Title: City Manager Title: Manager,ESP Services Address: 2825 E. Tah qui t z Cyn.Wy.Address Southern California Edison Bldg. C P.0.Box410 Palm SArings , CA 92262 LOna Beach,CA 90801 ATTEST: CITY OF PALM SPRINGS, CALIFORNIA City Clerk A