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82 <br />2021 Amended and Restated WSA 17162043.1 <br />Article 8. Other Agreements of the Parties <br />8.01. Arbitration and Judicial Review <br />A.General Principles re Scope of Arbitration. All questions or disputes arising <br />under the following subject areas shall be subject to mandatory, binding arbitration and shall not <br />be subject to judicial determination: <br />1.the determination of the Wholesale Revenue Requirement, which shall <br />include both the calculations used in the determination and the variables used in those <br />calculations; <br />2.the SFPUC’s adherence to accounting practices and conduct of the <br />Compliance Audit; and <br />3.the SFPUC’s classification of new or omitted assets for purposes of <br />determining the Wholesale Revenue Requirement. <br />All other questions or disputes arising under this Agreement shall be subject to judicial <br />determination. Disputes about the scope of arbitrability shall be resolved by the courts. <br />B.Demand for Arbitration. If any arbitrable question or dispute should arise, any <br />Wholesale Customer or the SFPUC may commence arbitration proceedings hereunder by <br />service of a written Demand for Arbitration. Demands for arbitration shall set forth all of the <br />issues to be arbitrated, the general contentions relating to those issues, and the relief sought by <br />the party serving the Demand. Within 45 days after service of a Demand upon it, any <br />Wholesale Customer or the SFPUC may serve a Notice of Election to become a party to the <br />arbitration and a Response to the issues set forth in the Demand. The Response shall include <br />the party’s general contentions and defenses with respect to the claims made in the Demand, <br />and may include any otherwise arbitrable claims, contentions and demands that concern the <br />fiscal year covered by the Demand. If a timely Notice of Election and Response is not filed by <br />any such entity, it shall not be a party to the arbitration but shall nonetheless be bound by the <br />award of the arbitrator. If no party to this Agreement serves a timely Notice of Election and <br />Response, the party seeking arbitration shall be entitled to the relief sought in its Demand for <br />Arbitration without the necessity of further proceedings. Any claims not made in a Demand or <br />Response shall be deemed waived.