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HomeMy WebLinkAboutA3898 - SO CALIF EDISON ELECTRONIC DATA MO 6063 I Southern Calif. Edison Co. 0Electronic Data Interchange AGREEMENT #3898 M06063, 12-17-97 SOUTHERN CALIFORNIA EDISON AND COMPANY NAME(ESP) ELECTRONIC DATA INTERCHANGE AGREEMENT This Electronic Data Interchange Trading Partner Agreement(the"Agreement')is made as of 0 C t . 3 0 .1997,by and City of between Southern California Edison("Edison"),a Califomia corporation,with offccs at 2244 Walnut Grove Ave,Rosemead and,pa lm Sp rin Energy Services ("ESP"), corporation,with offices at282F) F_ Ta�ttit7. Canyon Wa Bldg. C, Palm �nringSa CA 92 2 Recitals The parties to this Electronic Data Interchange("EDI")Agreement intend to facilitate direct access transactions ("Transactions")by electronically transmitting and receiving data in agreed formats in substitution for conventional paper-based documents and to assure that such Transactions arc not legally invalid or unenforceable as a result of the use of available electronic technologies for their mutual benefit. The parties,intending to be legally bound,agree as follows: Section 1.Prerequisites IA Electronic Documents: Standards. Each party may electronically transmit to or receive from the other party any of the available transaction sets listed in the Appendix and transaction sets which the parties by written agreement add to the Appendix(collectively"Electronic Documents"). Any transmission of data that is not an Electronic Document shall have no force or effect between the parties. All Electronic Documents shall be transmitted in accordance with the standards and the published industry guidelines set forth in the Appendix. The receiver of an Electronic Document not in conformance with the standards and/or guidelines set for in the Appendix shall promptly notify the initiating party of the nonconformance in the Electronic Document. 1.2 Third Party Service Providers 1.2.1 Electronic Documents will be transmitted to each party either,as specified in the Appendix,directly or through any third party service provider("Provider")with which either party may contract Either party may modify its election to use,not use or change a Provider upon at least thirty(30) days written notice to the other party. 1.2.2 Each party shall be responsible for the costs of any Provider with which it contracts,unless otherwise set forth in the Appendix. 1.2.3 In the event the]parties use different Providers,each party shall be liable for the acts or omissions of the Provider while transmitting,receiving,storing or handling Electronic Documents,or performing related activities,for such party. If both the parties use the same Provider to effect the transmission and receipt of an Electronic Document,the originating party shall be liable for the acts or omissions of such Provider as to such Electronic Document. 1.3 System Operations. Each party,at its own expense,shall provide and maintain the equipment,software, services and testing necessary to effectively and reliably transmit and receive Electronic Documents. 1.4 Security Procedures. Each party shall properly use security procedures,including those specified in the Appendix,if any,which are,reasonably sufficient to ensure that all transmissions of Electronic Documents are authorized and to protect its business records and data from improper access. 1.5 Signatures. Each party shall adopt as its signature an electronic identification consisting of symbol(s)or code(s)which are to be affixed to or contained in each Electronic Document transmitted by such party ("Signatures"). Each party agrees that any Signature of such party,affixed to or contained in any transmitted Electronic Document,shall be sufficient to verify that such party originated such Electronic Document. Neither party shall disclose to any unauthorized person the Signatures of the other party .ry!'ND5(.,iR Section 2.Transmissions 2.1 Proper Receipt. Electronic Documents shall not be deemed to have been properly received until accessible to the receiving party at such parry's Receipt Computer designated in the Appendix. No Electronic Document will be considered to give rise to any obligation on the part of the intended receiver unless and until acceptance is provided in accordance with Section 2.3 of this agreement. 2.2 Verification. Upon receipt of any Electronic Document,the receiving party shall promptly transmit a Functional Acknowledgment(FA997)in return. A Functional Acknowledgment shall constitute evidence that an Electronic Document has been received,but does not verify the Electronic Document's content. 2.3 Accentance. Electronic Documents transmitted and properly received shall not give rise to any obligation unless and until the party initially transmitting such Electronic Document has properly received in return an Acceptance Electronic Document in the format specified in the Appendix. 2.4 Failed Acceptance. The party initiating an Acceptance to an original Electronic Document will notify the initiator of the original Electronic Document of any discrepancy in content between the Acceptance Electronic Document and the original Electronic Document specified in the Appendix. The initiator of an original Electronic Document who has not received an Acceptance Electronic Document by the Return Due Date will make a prompt inquiry of the other party,within two working days of such Return Due Date,regarding the status of the Transaction. 2.5 Garbled/dncomidete Transmission If any transmitted Electronic Document is received in an unintelligible, garbled or incomplete form,the receiving party shall promptly notify the originating party(if identifiable from the received Electronic Document)in a reasonable manner. In any case,the originating parry's records of such Electronic Document shall dictate the contents of the transmitted Electronic Document. Section 3.Transaction Terms 3.1 Terms and Conditions. 3.1.1 This agreement is to be considered part of the ESP-UDC Service agreement and any other written agreement referencing it or referenced in the Appendix. In the absence of any other written agreement applicable to any Transaction made pursuant to this Agreement,such Transaction(and any related communication)also shall be subject to the Terms and Conditions included in the Appendix. 3.1.2 The California Public Utilities Commission authorized tariffs and roles will continue to govern all direct access transactions between the ESP and Edison The relevant tariffs and roles are listed in the Appendix of this Agreement. 3.2 Confidentiality. No information contained in any Electronic Document or otherwise exchanged between the parties shall be considered confidential,except to the extent provided in Section 1.5 or by written agreement between the parties,including the applicable Terms and Conditions,or by applicable law or governing California Public Utilities Commission roles and tariffs. 3.3 Validity:Enforceability 3.3.1 This Agreement has been executed by the parties to evidence their mutual intent to facilitate direct access transactions using electronic transmission and receipt of Electronic Documents. 3.3.2 Any Electronic Document properly transmitted pursuant to this Agreement shall be considered,in connection with any Transaction,any other written agreement described in Section 3.1,of this agreement,to be a"writing"or"in writing";and any such Electronic Document when containing,or to which there is affixed,a Signature("signed Documents")shall be deemed for all purposes to have been"signed"and to constitute a"original"when printed from electronic files or records established and maintained in the normal worse of business,unless any such signed Document was transmitted in error and the party erroneously transmitting such Signed Document promptly notifies the receiving party. 3 3 3 The conduct of the parties pursuant to this agreement,including the use of signed Electronic Documents properly transmitted pursuant to this Agreement,shall,for all legal purposes,evidence a course of dealing and a course of performance accepted by the parties in furtherance of this Agreement,any Transaction and any other written agreement described in Section 3.1. 3.3 4 The parties agree not to contest the validity or enforceability of Signed Electronic Documents under the provisions of any applicable law relating to whether certain agreements be in writing and Signed by the party to be bound thereby Signed Electronic Documents,if introduced as evidence on paper in anyjudicial,arbitration,mediation or administrative proceedings,will be admissible as between the parties to the same extent and under the same conditi6ns of other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies the Signed Electronic Documents under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Signed Electronic Documents were not originated or maintained in documentary form. 3.3.5 This Agreement shall become effective as of the date first set forth herein and unless sooner terminated pursuant to the provisions of this agreement as described in Section 4.2. Section 4.Miscellancous 4.1 Termination. This Agreement shall remain in effect as described in Section 3.3.5 or until terminated by either party with not less than thirty(30)days prior written notice,which notice shall specify the effective date of termination;provided,however,that any termination shall not affect the respective obligations or rights of the parties arising under any Electronic Documents or otherwise under this Agreement prior to the effective date of termination. 4.2 Severability. Any provision of this Agreement which is determined by governing law or regulatory agency such as the California Public Utilities Commission to be invalid or unenforceable will be ineffective to the extent of such determination without invalidating the remaining provisions of this Agreement or affecting the validity of enforceability of such remaining provisions. 4.3 Entire Agreement. This agreement and the Appendix constitute the complete agreement of the parties relating to direct access transactions and supersede all prior representations or agreements,whether oral or written,wi0r respect to such matters. No oral modification or waiver of any of the provisions of this Agreement shall be binding on either party. No obligation to enter into any Transaction is to be implied from the execution or delivery of this Agreement. This Agreement is for the benefit of,and shall be binding upon,the parties and their respective successors and assigns 4A Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. 4.5 Force Maieure. No party shall be liable for any failure to perform its obligations in connection with any Transaction or any Document,where such failure results from any act of God or other cause beyond such parry's reasonable control(including,without limitation,any mechanical,electronic or communications failure)which prevents such party from transmitting or receiving any Electronic Documents. 4.6 Exclusion of Damages. Neither party shall be liable to the other for any special,incidental,exemplary or consequential damages arising from or as a result of any delay,omission or error in the electronic transmission or receipt of Electronic Documents under this Agreement,even if either party has been advised of the possibility of such damages. 4.7 Representatives. All notices(legal,mandatory or other),regulatory requirements,consents,requests and other communications hereunder related to the aforementioned transactions and/or this Agreement shall be sent either by mail,facsimile or electronic mail(e-mail)as follows: To: Southern California Edison Denise K.Grant P.O.Box 410 Lone Beach CA 90801 Fax: (562)491-3798 EMail: GrantdkASCE COM(intemet) Phone: (562)491-3791 To: (,PnrgP Wyatt P41m Spr3.nEsEnlver6y Services 20_� E. Ta auitz Can. Q2 Way, Bldg. C a m prinks , b Fax: 76o/416-57o6 EMad. gwyattPect .enron . cDm 4.8 Either party may upon written notice to the other execute,update and maintain the appendix as;necessary However,if there is any conflict between the Appendix and the EDI Agreement,the provisions in the EDI Agreement shall lake precedence. 4.9 This Agreement shall not be construed as creating a partnership between the parties orjoint venture of any kind or any other torn of legal association that would impose liability upon one party for the acts or failure to act of the other party. Section 5.California Public Utilities Commission 5.1 This agreement shall not become effective until authorization of the Public Utility Commission of the State of California is first obtained. 5.2 This agreement shall at all times be subject to such changes or modifications by the Public Utilities Commission of the State of California as said Commission may,from time to time,direct in the exercise of its jurisdiction. • i Each party has caused this Agreement to be executed on its behalf by a duly authorized representative as of the date noted below. Company Southern Cal ifomia Edison Address P O Box 410 Long Beach,CA 90801__ Byrw�� (Signature) Name Denise K.Grant Title Manaeer,ESP Services Gi='.','""' .?? Dale � —` e 4-it?I7riPy� i,P-O EDI CONTACTS ,-.�.�'I n, Business Javier Estrada Phone (626)302-4708 Technical B S Estrada Phone (626)302-7816 Company City of Palm_S.grings Energy Services, c/o George Wyatt Address 2825 E. Tahguitz Canyon Way, Bldg. C Palm Springs , A 92262 760 416r-660 By City Clerk (Signature) Nare Rob W. Parkins Tide City Manager_ Dam 10/30/97 _ � ,, w�� 760/322-8350- h;jy� Er��A 0,12 EDI CONTACTS Business First Point Customer Care, Inc . Phone 503/464-8379_ Technical Evan Lovell , 503/464-7541 - /� �? IXA6 APPENDIX A(EDI TRADING PARTNER AGREEMENT) 7 STANDARDS Selected standards include,as applicable,all data dictionaries,segment dictionaries and transmission controls referenced in those standards but also include only the Transaction Sets listed in the Electronic Documents sections of this Appendix below. THIRD PARTY SERVICE PROVIDERS(Where your VAN's computer resides.) NETWORK ADDRESS TELEPHONE PROVIDER NAME CITY,STATE,ZIP CODE NUMBER EDISON 1055 Lenox Park Blvd. PHONE:404-8414334 Harbinger EDI+ Services Atlanta,GA 30319 FAX: 404-8414399 ESP 1400 Smith Street PHONE: 71 �/893--�216 Enron Corporate_ u.,,,ston, TX 77002 FAX: 713/646-4799 ALLOCATION OF PROVIDER COSTS Each party shall pay its respective costs to the Third Party Service Provider for network service charges including;but not limited to,charges if any, for maintaining an electronic mailbox,connect time,and any minimum usage charges. Each party will also be responsible for all expenses it incurs for translations,formatting,or sending and receiving communications over the network to the other party's electronic mailbox. Each party shall provide,at transmission network. Neither party has the obligation to maintain the storage of data records or files for the other party. RECEIPT COMPUTER-(Where your ED[translator firesides ADDRESS CITY,STATE,ZIP CODE EDISON 2255 Walnut Grove Ave. Rosemead,CA 91770 ESP-Enron Corporate, 1400 Smith St . Houston, TX 77002 SECURITY PROCEDURES Each party is responsible for the selection,implementation,and maintenance of appropriate security,equipment and procedures sufficient to ensure the identification of its employees,agents,or representatives who transmit Documents with that parry's electronic signature,and for ensuring that such signature is used only for authorized purposes. Each party,shall also implement tests as may be necessary to establish and monitor performance of its security,equipment and procedures to assess their adequacy. DOCUMENTS TRANS TRANSACTION VERSION FAA997 ACCEPTANCE ACCEPTANCE TRANSACTION RETENTION GUIDELINE(S) SET NO NAME/DESC RELEASE YESNO REQ YESNO TRANS SET NAME/DESC YR/MO 814 General Request 003070 Yes Yes 997 Funct Acknowl 810 Invoice 003030 Yes Yes 997 Funet Acknowl 820 Pay Ord/Rmt Adv 003030 GUIDELINES •Utility Industry Group(UIG)conventions as published •Joint Utility/Petroleum User Group(JUPUG)Implementation Guides as published +All SCE guides are based on UIG guidelines The provisions of the Agreement(including this Appendix)shall control in the event of any conflict with any listed guidelines. RETURN DUE DATES Document Name Return Due Date 814 General Request 997 Within 2 Business Days 810 Invoice 997 Within 2 Business Days ADDITIONAL AGREEMENTS The following Agreements)are incorporated by this reference into the Appendix and accordingly incorporated by this reference into the Agreement to which this Appendix is attached. EXISTING AGREEMENT(S): SCE-ESP SERVICE AGREEMENT ELECTRONIC DATA INTERCHANGE PAYMENTS AGREEMENT APPLICABLE COMMISSION TARIFFS AND RULES •RULES 8,9, 11,22 •RULE 5,governing special information required on forms,shall be satisfied by a copy of Edison's customer billing information attached hereto as Form No. 14-579,Important Inforrtation. Company Companycity Of Palm Springs Energy Service Southern California Edison Address Address P.O.Box410 2825 E. Tahquitz Canyon Wa, Bldg. C Long Beach,CA 90801 Palm Springs, CA 92262 By By r7 (signature) (signature) Name Name Denise K.Grant Rob W. Parkins Title Title Manager,ESP Services City Manager Date Date 10/30/97 �AA