CALIFORNIA INDEPENDENT SYSTEM OPERATOR

AND

[PARTICIPATING LOAD]

PARTICIPATING LOAD AGREEMENT

PARTICIPATING LOAD AGREEMENT (PLA)
THIS AGREEMENT is dated this ______ day of ____________, 19____ and is entered into, by and between:

(1)	[Full legal name], having its registered and principal place of business located at [legal address] (the ”Participating Load”); 

and

(2)	California Independent System Operator Corporation, a California nonprofit public benefit corporation having a principal executive office located at such place in the State of California as the ISO Governing Board may from time to time designate, initially 151 Blue Ravine Road, Folsom, California 95630 (the “ISO”).

The Participating Load and the ISO are hereinafter referred to as the “Parties”.

Whereas:

A.	The ISO Tariff provides that the ISO shall not schedule Ancillary Services from a Load interconnected to the ISO Controlled Grid, or to the Distribution System of a Participating TO or of a UDC otherwise than through a Scheduling Coordinator.

B.	The ISO Tariff further provides that Curtailable Demand or Dispatchable Load services shall be provided by Participating Loads.  

C.	The Participating Load desires to provide Curtailable Demand or Dispatchable Load services, intends to submit Adjustment Bids, Supplemental Energy bids or Ancillary Services bids, or self-provided schedules to the ISO through a Scheduling Coordinator and, therefore, represents to the ISO that it will comply with the applicable provisions of the ISO Tariff.  

D.	The Parties are entering into this Agreement in order to establish the terms and conditions on which the ISO and the Participating Load will discharge their respective duties and responsibilities under the ISO Tariff.   

NOW THEREFORE, in consideration of the mutual covenants set forth herein, THE PARTIES AGREE as follows:

ARTICLE I
DEFINITIONS AND INTERPRETATION

1.1	Master Definitions Supplement. All terms and expressions used in this Agreement shall have the same meaning as those contained in the Master Definitions Supplement to the ISO Tariff.

1.2	Rules of Interpretation.  The following rules of interpretation and conventions shall apply to this Agreement:
(a)	if there is any inconsistency between this Agreement and the ISO Tariff, the ISO Tariff will prevail to the extent of the inconsistency;
(b)	the singular shall include the plural and vice versa;
(c)	the masculine shall include the feminine and neutral and vice versa;
(d)	“includes” or “including” shall mean “including without limitation”;
(e)	references to a Section, Article or Schedule shall mean a Section, Article or a Schedule of this Agreement, as the case may be, unless the context otherwise requires;
 (f)	a reference to a given agreement or instrument shall be a reference to that agreement or instrument as modified, amended, supplemented or restated through the date as of which such reference is made;
(g)	unless the context otherwise requires, references to any law shall be deemed references to such law as it may be amended, replaced or restated from time to time; 
(h)	unless the context otherwise requires, any reference to a “person” includes any individual, partnership, firm, company, corporation, joint venture, trust, association, organization or other entity, in each case whether or not having separate legal personality; 
(i)	unless the context otherwise requires, any reference to a Party includes a reference to its permitted successors and assigns;
(j)	any reference to a day, week, month or year is to a calendar day, week, month or year; and  
(k)	the captions and headings in this Agreement are inserted solely to facilitate reference and shall have no bearing upon the interpretation of any of the terms and conditions of this Agreement.  

ARTICLE II
ACKNOWLEDGEMENTS OF PARTICIPATING LOAD AND ISO

2.1	ISO Responsibility.  The Parties acknowledge that the ISO is responsible for the efficient use and reliable operation of the ISO Controlled Grid consistent with achievement of planning and operating reserve criteria no less stringent than those established by the Western Systems Coordinating Council and the North American Electric Reliability Council and further acknowledge that the ISO may not be able to satisfy fully these responsibilities if the Participating Load fails to fully comply with all of its obligations under this Agreement and the ISO Tariff.
2.2	Scope of Application to Parties.  The Participating Load and ISO acknowledge that all  Loads which desire to submit Adjustment Bids, Supplemental Energy bids, or Ancillary Services bids or self-provided schedules to the ISO through a Scheduling Coordinator must be included in Schedule 1 to this Agreement.  The Participating Load warrants that it owns, operates, or has sufficient contractual entitlement to provide Curtailable Demand and Dispatchable Load services from such Loads in accordance with the ISO Tariff.  

ARTICLE III
TERM AND TERMINATION

3.1	Effective Date.  This Agreement shall be effective as of the later of the date it is executed by the Parties or the date accepted for filing and made effective by FERC, and shall remain in full force and effect until terminated pursuant to Section 3.2 of this Agreement.

3.2	Termination
3.2.1	Termination by ISO.  Subject to Section 5.2, the ISO may terminate this Agreement by giving written notice of termination in the event that the Participating Load commits any material default under this Agreement and/or the ISO Tariff which, if capable of being remedied, is not remedied within thirty (30) days after the ISO has given, to the Participating Load, written notice of the default, unless excused by reason of Uncontrollable Forces in accordance with Article X of this Agreement.  With respect to any notice of termination given pursuant to this Section, the ISO must file a timely notice of termination with FERC.  The filing of the notice of termination by the ISO will be considered timely if: (1) the request to file a notice of termination is made after the preconditions for termination have been met, and (2) the ISO files the notice of termination within thirty (30) days of receipt of such request.  This Agreement shall terminate upon acceptance by FERC of such a notice of termination.  
3.2.2	Termination by Participating Load.  In the event that the Participating Load no longer wishes to submit Adjustment Bids, Supplemental Energy bids, or Ancillary Service bids or self-provided schedules over the ISO Controlled Grid, it may terminate this Agreement, on giving the ISO ninety (90) days written notice, provided, however, that in accordance with Section  4.4, the Participating Load may modify Schedule 1 to eliminate Load which it no longer provides for and such modification shall be effective upon receipt by the ISO.  With respect to any notice of termination given pursuant to this Section, the ISO must file a timely notice of termination with FERC.  The filing of the notice of termination by the ISO will be considered timely if: (1) the request to file a notice of termination is made after the preconditions for termination have been met, and (2) the ISO files the notice of termination within thirty (30) days of receipt of such request.  This Agreement shall terminate upon acceptance by FERC of such a notice of termination.  

ARTICLE IV
GENERAL TERMS AND CONDITIONS

4.1	Technical Characteristics.
4.1.1	Curtailable Demand.  As required by Section 2.5.6.1 of the ISO Tariff, the Participating Load shall provide the ISO with all technical and operational information requested in Schedule 1 for each Curtailable Demand that it owns, operates, or has a contractual entitlement to.  For those Loads designated by the Participating Load as providing Curtailable Demand, Schedule 1 requires the Participating Load to indicate in Schedule 1 whether the Load can be scheduled or bid as Non-Spinning Reserve or Replacement Reserve.  Pursuant to Section 2.5.25 of the ISO Tariff, the ISO may verify, inspect and test the capacity and operating characteristics provided in Schedule 1 for Curtailable Demands.
4.1.2	Dispatchable Load.  The Participating Load shall provide the ISO that information required in Schedule 1 which is relevant to the Dispatchable Load that it owns, operates, or has a contractual entitlement to for the provision of Adjustment Bids.  
4.2	Metering and Communication.  
4.2.1	Curtailable Demand.  Pursuant to Sections 2.5.6.2 and 2.5.6.3 of the ISO Tariff, Curtailable Demand that is scheduled or bid as Non-Spinning Reserve or Replacement Reserve is required to comply with the ISO’s communication and metering requirements.
4.2.2	Dispatchable Load.  The Participating Load shall schedule Dispatchable Load pursuant to Section 2.2.11.1 of the ISO Tariff.  Dispatchable Load shall comply with the ISO's communication and metering requirements.
4.3	UDC Interruptible Load Programs.  Due to the ISO’s reliance on interruptible Loads to relieve System Emergencies and its contractual relationship with each UDC, the ISO will not accept, and the Participating Load shall not submit Adjustment Bids, Supplemental Energy bids, or Ancillary Services bids or self-provided Ancillary Service Schedules from interruptible Loads which are subject to curtailment criteria established under existing retail tariffs, except under such conditions as may be specified in the ISO Tariff.  

4.4	Notification of Changes.   Sixty (60) days prior to changing any technical information in Schedule 1, the Participating Load shall notify the ISO of the proposed change(s).  Pursuant to Section 2.5.25 of the ISO Tariff, the ISO may verify, inspect and test the capacity and operating characteristics provided in the revised Schedule 1.  The ISO shall post on the ISO Home Page a schedule showing, for at least one year in advance: (i) the proposed dates on which the ISO’s Master File will be updated; (ii) the dates on which the information contained in the revised Master File will become effective; and (iii) the deadlines by which changed technical information must be submitted to the ISO in order to be tested and included in the next scheduled update of the ISO’s Master File.  Unless the Load fails to test at the values in the proposed change(s), the Participating Load’s proposed change(s) will become effective upon the effective date for the next scheduled update of the Master File, provided that the Participating Load submits the changed information by the applicable deadline and is tested by the deadline.  Subject to such notification this Agreement shall not apply to any Loads identified in Schedule 1 which the Participating Load no longer owns or no longer has a contractual entitlement to. 

4.5	Agreement Subject to ISO Tariff.  The Parties will comply with all applicable provisions of the ISO Tariff, including Sections 2.3.2, 2.5 and 10.  This Agreement shall be subject to the ISO Tariff, which shall be deemed to be incorporated herein.
4.6	Obligations Relating to Ancillary Services
4.6.1	Submission of Bids and Self-provided Schedules.  When the Scheduling Coordinator on behalf of the Participating Load submits a bid or self-provided schedule for Ancillary Services, the Participating Load will, by the operation of this Section 4.6.1, warrant to the ISO that it has the capability to provide that service in accordance with the ISO Tariff and that it will comply with ISO Dispatch instructions for the provision of the service in accordance with the ISO Tariff. 
4.6.2	Certification. The Participating Load shall not use a Scheduling Coordinator to submit a bid for the provision of an Ancillary Service or submit a schedule for the self provision of an Ancillary Service unless the Scheduling Coordinator serving that Participating Load is in possession of a current Ancillary Service certificate pursuant to Sections 2.5.6 and 2.5.24 of the ISO Tariff.

4.7	Obligations relating to Major Incidents.  The Participating Load shall promptly provide such information as the ISO may reasonably require in relation to the ISO’s investigations of operating situations or events, or for the ISO’s reporting to the authorities such as the FERC, California Public Utilities Commission, Western Systems Coordinating Council, or North American Electric Reliability Council.

ARTICLE V
PENALTIES AND SANCTIONS

5.1	Penalties.  If the Participating Load fails to comply with any provisions of this Agreement, the ISO shall be entitled to impose penalties and sanctions on the Participating Load, including the penalties set forth in Section 2.5.26 of the ISO Tariff.  No penalties or sanctions may be imposed under this Agreement unless a Schedule providing for such penalties or sanctions has first been filed with and made effective by FERC.  Nothing in this Agreement, with the exception of the provisions relating to ADR, shall be construed as waiving the rights of the Participating Load to oppose or protest any penalty proposed by the ISO to the FERC or the specific imposition by the ISO of any FERC-approved penalty on the Participating Load. 
5.2	Corrective Measures.  If the Participating Load fails to meet or maintain the requirements set forth in this Agreement and/or the ISO Tariff, the ISO shall be permitted to take any of the measures, contained or referenced in the ISO Tariff, which the ISO deems to be necessary to correct the situation.

ARTICLE VI
COSTS

6.1	Operating and Maintenance Costs.  The Participating Load shall be responsible for all its costs incurred in meeting its obligations under this Agreement for the Load identified in Schedule 1. 

ARTICLE VII
DISPUTE RESOLUTION

7.1	Dispute Resolution.  The Parties shall make reasonable efforts to settle all disputes arising out of or in connection with this Agreement.  In the event any dispute is not settled, the Parties shall adhere to the ISO ADR Procedures set forth in Section 13 of the ISO Tariff, which is incorporated by reference, except that any reference in Section 13 of the ISO Tariff to Market Participants shall be read as a reference to the Participating Load and references to the ISO Tariff shall be read as references to this Agreement.

ARTICLE VIII
REPRESENTATIONS AND WARRANTIES
8.1	Representation and Warranties.  Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law.
8.2	Necessary Approvals.  The Participating Load represents that all necessary leases, approvals, permits, licenses, easements, rights of way or access to install, own and/or operate its Load have been or will be obtained by the Participating Load prior to the effective date of this Agreement. 

ARTICLE IX
LIABILITY 

9.1	Liability.  The provisions of Section 14 of the ISO Tariff will apply to liability arising under this Agreement, except that all references in Section 14 of the ISO Tariff to Market Participants shall be read as references to the Participating Load and references to the ISO Tariff shall be read as references to this Agreement.

ARTICLE X
UNCONTROLLABLE FORCES
10.1	Uncontrollable Forces Tariff Provisions.  Section 15 of the ISO Tariff shall be incorporated by reference into this Agreement except that all references in Section 15 of the ISO Tariff to Market Participants shall be read as a reference to the Participating Load and references to the ISO Tariff shall be read as references to this Agreement.

ARTICLE XI
MISCELLANEOUS

11.1	Assignments.  Either Party may assign or transfer any or all of its rights and/or obligations under this Agreement with the other Party’s prior written consent in accordance with Section 17 of the ISO Tariff.  Such consent shall not be unreasonably withheld.  Any such transfer or assignment shall be conditioned upon the successor in interest accepting the rights and/or obligations under this Agreement as if said successor in interest was an original Party to this Agreement.
11.2	Notices.  Any notice, demand, or request which may be given to or made upon either Party regarding this Agreement shall be made in accordance with Section 20.1 of the ISO Tariff.  A Party must update the information in Schedule 3 of this Agreement as information changes.  Such changes shall not constitute an amendment to this Agreement.
11.3	Waivers.  Any waivers at any time by either Party of its rights with respect to any default under this Agreement, or with respect to any other matter arising in connection with this Agreement, shall not constitute or be deemed a waiver with respect to any subsequent default or other matter arising in connection with this Agreement.  Any delay, short of the statutory period of limitations, in asserting or enforcing any right under this Agreement shall not constitute or be deemed a waiver of such right.
11.4	Governing Law and Forum.  This Agreement shall be deemed to be a contract made under, and for all purposes shall be governed by and construed in accordance with, the laws of the State of California, except its conflict of law provisions.  The Parties irrevocably consent that any legal action or proceeding arising under or relating to this Agreement to which the ISO ADR Procedures do not apply, shall be brought  in any of the following forums, as appropriate:  any court of the State of California, any federal court of the United States of America located in the State of California, or, where subject to its jurisdiction, before the Federal Energy Regulatory Commission. 
11.5	Consistency with Federal Laws and Regulations.  This Agreement shall incorporate by reference Section 20.8 of the ISO Tariff as if the references to the ISO Tariff were referring to this Agreement.
11.6	Merger.  This Agreement constitutes the complete and final agreement of the Parties with respect to the subject matter hereto and supersedes all prior agreements, whether written or oral, with respect to such subject matter.
11.7	Severability.  If any term, covenant, or condition of this Agreement or the application or effect of any such term, covenant, or condition is held invalid as to any person, entity, or circumstance, or is determined to be unjust, unreasonable, unlawful, imprudent, or otherwise not in the public interest by any court or government agency of competent jurisdiction, then such term, covenant, or condition shall remain in force and effect to the maximum extent permitted by law, and all other terms, covenants, and conditions of this Agreement and their application shall not be affected thereby, but shall remain in force and effect and the Parties shall be relieved of their obligations only to the extent necessary to eliminate such regulatory or other determination unless a court or governmental agency of competent jurisdiction holds that such provisions are not separable from all other provisions of this Agreement.
11.8	Section Headings:  Section headings provided in this Agreement are for ease of reading and are not meant to interpret the text in each Section.
11.9	Amendments. This Agreement and the Schedules attached hereto may be amended from time to time by the mutual agreement of the Parties in writing.  Amendments that require FERC approval shall not take effect until FERC has accepted such amendments for filing and made them effective.  If the amendment does not require FERC approval, the amendment will be filed with FERC for information.  Nothing contained herein shall be construed as affecting in any way the right of the ISO to unilaterally make application to the Federal Energy Regulatory Commission for a change in the rates, terms and conditions under section 205 of the Federal Power Act and pursuant to the Commission's Rules and Regulations promulgated thereunder.
11.10	Counterparts.  This Agreement may be executed in one or more counterparts at different times, each of which shall be regarded as an original and all of which, taken together, shall constitute one and the same Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on behalf of each by and through their authorized representatives as of the date herein above written.

California Independent System Operator Corporation

By:	____________________________________________
Name:	____________________________________________
Title:	____________________________________________
Date:	____________________________________________

Participating Load
By:	____________________________________________
Name:	____________________________________________
Title:	____________________________________________
Date:	____________________________________________

[The following page is a placeholders for Schedule 1, Section 1.]
SCHEDULE 2

ISO IMPOSED PENALTIES AND SANCTIONS
[Section 5.1]

[TO BE INSERTED UPON FERC APPROVAL]

SCHEDULE 3

NOTICES
(Section 10.2)

Participating Load

Name of the Primary
Representative:		
Address:			
City/State/Zip Code		
Email Address:		
Phone:				
Fax No:			

Name of Alternative
Representative:		
Address:			
City/State/Zip Code		
Email Address:		
Phone:				
Fax No:			

ISO

Name of the Primary
Representative:		
Address:			
City/State/Zip Code		
Email Address:		
Phone:				
Fax No:			

Name of Alternative
Representative:		
Address:			
City/State/Zip Code		
Email Address:		
Phone:				
Fax No: