HomeMy WebLinkAbout1997-02-10 City Council (14)City of Palo Alto
C ty
TO:HONORABLE CITY COUNCIL 3
FROM:CITY MANAGER DEPARTMENT: UTILITIES
AGENDA DATE: FEBRUARY 10, 1997 CMR: 138:97
SUBJECT:Agreement for the Funding of Operation and Maintenance for the
Central Valley Project Power Facilities
REQUEST
Staff requests Council approval of the attached Resolution and Agreement which will
support the funding of operation and maintenance (0&M) costs for the Central Valley.
Project (CVP) power facilities. Approval will ensure adequate funding for necessary 0&M
and provide CVP customers, including Palo Alto, with an increased chance to influence the
O&M plans and budget through participation on the Governance Committee. The Utilities
Advisory Commission has reviewed and approved the Agreement.
RECOMMENDATIONS
Staff recommends Council approval of the attached Resolution authorizing the Mayor to
execute the Agreement for the Funding of Operation and Maintenance for the Central
Valley Project Power Facilities. Staff also recommends that Council authorize the City
Manager to execute amendments and/or to terminate the Agreement as appropriate.
POLICY IMPLICATIONS
There are no policy implications.
CMR:138:97 Page 1 of 4
EXECUTIVE SUMMARY
The output of the CVP generators makes up almost 50 percent of the power sold by the
Western Area Power Administration (Western) to the Palo Alto Electric Utility (PAEU).
The United States Department of Interior Bureau of Reclamation (Reclamation) continues to
face cutbacks in federal appropriations for the O&M of the CVP power facilities. It is
expected that Western may face similar cutbacks in the future.
As appropriations for CVP O&M continue to diminish over time, staff believes that a
comprehensive approach to the problem is preferable to addressing O&M funding on a case
by case basis. Direct customer funding of CVP O&M was adopted as the solution by the
majority of the Western customers. Representatives of Western, Reclamation, and a number
of Western’s customers, including Palo Alto, have been meeting for the past year to
negotiate an appropriate arrangement for funding the CVP O&M activities, resulting in the
attached Agreement. The Agreement is similar in concept and effect to the Shasta Rewind
Financing Agreement approved by Council on October 15, 1996 (CMR:424:96). The
Agreement is expected to be signed by participants by February 14, 1997. The Agreement
will commit the City to ongoing funding (for a rolling 4-year period) to supplement CVP
O&M costs and to participation in the establishment of a CVP reserve account.
Exhibit A highlights the main elements of the Agreement in some detail. The major
provisions of the Agreement include:
Funding to supplement CVP O&M;
Customer input to O&M decisions and related expenditures;
Establishment of a revolving account for depositing customer contributions; and
Establishment of a reserve account to ensure adequate cash flow.
The benefits to the PAEU from participation in the Agreement include:
Providing urgently needed maintenance of generators and other power facilities of the
CVP, thus greatly reducing the probability of failure;
Increasing the value of the CVP resource with the attendant decrease in overall power
cost to the customers;
Setting a good example for customer enhancement of federal facilities at a time when
the Power Marketing Administrations are being considered for sale;
CMR:138:97 Page 2 of 4
Providing oversight and governance of Western’s and Reclamation’s O & M work
plans; and
Indicating to Western and Reclamation that the participating customers are interested
in the well-being of the CVP facilities and desire to work cooperatively to that end.
Ongoing contributions will be credited by Western on each customer’s monthly power bill
in the month following the contribution. The one time up front contribution to form the
reserve account will not be refunded until spent or until participation is terminated.
The funding of the reserve account is expected to be established in 1999 and is expected to
total approximately $2 million. The PAEU’s minimum qualifying share will be
approximately $200,000. However, if federal appropriations for the CVP O&M continue to
decline, the total reserve obligation could increase to $8,000,000; and PAEU’s share of
contribution to the reserve account could increase to $1,000,000. To facilitate customer
funding of the reserve account, Western has committed to returning over-collected funds
from 1994 and 1995 to customers rather than prepaying some U.S. Treasury debt. Palo
Alto’s share of these funds is $1,032,000. It will be paid in equal portions from January
1997 through September 1997. PAEU plans to utilize $1,000,000 of these funds to establish
a reserve that will support funding of the CVP reserve account when it is established.
There are two ways in which the participation in this Agreement may be terminated. If
PAEU terminates the contractual relationship with Western Area Power Administration, the
reserve balance would be returned within 90 days. If PAEU chooses to terminate this
Agreement, without ending the relationship with Western, PAEU must meet its outstanding
commitments for O&M contributions. Due to the drawn out nature of federal budgeting
those commitments could extend for up to four years. Upon meeting those commitments, the
unused portion of the reserve account, including interest, would be returned within 90 days
of the close of the final year of participation. Any portion of the reserve account that has
been used would be returned to PAEU upon completion of the work for which the reserve
had been used. The notice, of termination of this Agreement must be forwarded to Western
by the City Manager.
FISCAL IMPACT
This Agreement will create a commitment on the part of PAEU. To prudently plan for
PAEU’s participation in this Agreement, the budget needs to b.e adjusted in 1996-97 to
reflect the receipt of the returned funds from Western to be paid beginning January 1997.
These .funds will be used to create the CVP Reserve. It is anticipated that approximately
$803,000 will be received in 1996-97, and $230,000 will be received in 1997-98. The
CMR:138:97 Page 3 of 4
receipt of the 1996-97 revenue and the creation of the CVP Reserve will be included in the
1996-97 Midyear Report which will be forwarded to Council later this spring. In the 1997-
98 Proposed Budget, the funding that will be received during that year will be included and
the CVP Reserve.
ENVIRONMENTAL ASSESSMENT
Entering into an agreement to separately fund portions of the Central Valley Project power
Operation and Maintenance budget does not constitute a project for the purpose of the
California Environmental Quality Act.
ATTACHMENTS
Attachment A.Agreement Highlights.
Attachment B.
Attachment C.
Resolution approving Contract NO. 96-SNR-00110 Authorizing
Execution of the Agreement for the Funding of Operation and
Maintenance for the Central Valley Project Power Facilities
Agreement for the Funding of Operation and Maintenance for the
Central Valley Project Power Facilities
PREPARED BY: Tom Kabat, Senior Resource Planner, Utilities
DEPARTMENT HEAD APPROVAL:
EDWAI~ J.
Direct6r of Utilities
CITY MANAGER APPROVAL:
Manager
CMR:138:97 Page 4 of 4
ATTACHMENT B
HIGHLIGHTS
AGREEMENT FOR THE
FUNDING OF OPERATION AND MAINTENANCE (O&M)
FOR CENTRAL VALLEY PROJECT (CVP) POWER FACILITIES
Benefits/Impacts
Customer input into Reclamation and Western (Agencies) O&M Activities and related
expenditures.
Program assures funding available to properly maintain the CVP power facilities.
Customers approve O&M Activities that are to be performed through customer funding
(Contributions).
Contributions are voluntary.
Contributions are non-rate impacting, unless O&M Activities directed by the Govemance
Board increase annual cost.
Customers will be provided with billing credits for a portion of the net revenues over
collected (net revenues collected that were greater than the maximum revenue adjustment
clause (RAC)) during the current rate-setting period. The customers may use this revenue
adjustment to initially fund their Contributions.
Signatories to Agreement
¯ Signing the Agreement is not a commitment to Contribute.
Customers who sign the Agreement are eligible to nominate and elect Customer
Governance Board representatives.
Customers who sign the Agreement and commit Contributions may be included in the
voting when a percentage vote is called.
Signatories agree to follow the terms and conditions of the Agreement.
Customers who sign the Agreement can elect to commit Contributions to a specific FY.
O&M Program
¯ Implementation to begin in 1997 for O&M activities to be funded by customers during
fiscal year (FY) 2001. (FY period is October through September).
Contributions for O&M Activities during the FY 1998-2000 will be determined by the
Governance Board. The Agencies will provide the Governance Board with a list of O&M
Activities which may be funded under the Customer O&M Funding Plan. The O&M
Funding Plan categorizes and defines the limits for spending Contributions for
Governance Board approved O&M Activities and capitalized improvement projects
(Cm).
The Governance Board will review and prioritize specific elements in the Agencies O&M
Work Plans, which are the Agencies projections of O&M Activities. O&M Work Plans
display priorities, costs, benefits and impacts of various alternatives for the Agencies’
respective annual O&M programs.
Customers need only to commit Contributions on FY basis.
Western will be responsible for billing for the Contributions.
Western will credit each Customer’s monthly power bill for Contributions sent to the
escrow account iv. the month following the Contribution. Contributions for escrow
account reserves will not be refunded until spent.
The Governance Board will select a program treasurer to establish an escrow account for
deposit of Contributions for the Customer O&M Funding Plan.
Agencies will transfer funds from the escrow account into an Agency trust fund, accounts
in the United States Treasury, prior to expenditure.
The Agreement provides for program and individual termination. Customers must honor
commitment(s) for Contributions unless the O&M program terminates or a customer
terminates its power sales contracts. Otherwise, Contributions that were not previously
returned through billing credits will be retumed to the customer.
Gore..-"rnance Board
¯ There will be 12 Governance Board Members - Reclamation, Westem and 10 customer
Representatives.
Customer Govemance Board members will be elected by customers within the following
groups who sign the agreement:
-6 Municipal/Public Utility Districts/Rural Electric Cooperatives
- Only contributors eligible for Governance Board membership
- 1 largest contributor
-1 small customer
-2 Federal/State/Other
- Do not need to be a contributor
- 1 small customer
- 1 Water and/or Irrigation Districts
- Only contributors eligible
- 1 First Preference Customers
- Only contributors eligible
To be classified as a contributor, a customer must commit to contributions equal to or
greater that 1/12th of such customer’s share of the total annual O&M cost for the FY four
(4) years out from the current FY. (For example: In 1997 a Customer must commit to
Contribute for FY2001.)
One vote per Governance Board member, except a Governance Board member may call
for a percentage vote of contributors on matters relating to the Customer O&M Funding
Plan.
Actions by the Governance Board require Agencies’ and 2/3 customer member approval.
Actions based on percentage vote require 2/3 approval based on contributions. Customer
employee or representative, representing 2/3 of the Contributions, must be present to
vote.
Functions of Governance Board
¯ Govemance Board reviews and may modify Customer O&M Funding Plans.
¯Govemance Board will establish general O&M objectives, exclusive of purchase power.
¯Govemance Board will establish a recommended level of customer Contribution.
¯Capitalized Improvement Projects (CIP) may be recommended for funding, but funding
will only be provided by customers on a case-by-case basis under separate agreements.
Election of Customer Members on Governance Board
¯ All customers who sign the agreement may vote for representation within their customer
group.
¯One vote per customer for Governance Board membership.
°Customer employee or customer’s representative at the meeting may vote, or vote may be
submitted in writing.
°2/3 vote of customers signing the Agreement required to change voting procedures for
customer group.
¯Initial election to be held day of or prior to first Governance Board meeting, subsequent
elections to be held in 2000 and every 3 years thereafter.
Customer Obligations
¯ Each customer will determine the magnitude of its Contribution commitment.
Contributing customer will agree to allow its Contribution to be expended in accordance
with the approved Customer O&M Funding Plan.
Each customer will provide, in writing, the name of a designated contact and/or
representative for the organization. A representative may vote for a customer in elections
and percentage votes.
Agencies Obligations
o Each Agency will provide O&M Work Plans to Governance Board.
Each Agency will provide the Governance Board with a prioritized list of capital
improvement proj ects.
Each agency will prepare O&M Activities Budgets using approved Customer O&M
Funding Plans.
RESOLUTION NO.
RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO
APPROVING CONTRACT NO. 96-SNR-00110 BETWEEN THE
UNITED STATES OF AMERICA, DEPARTMENT OF ENERGY,
WESTERN AREA .POWER ADMINISTRATION, AND DEPARTMENT
OF THE INTERIOR, BUREAU OF RECLAMATION, AND
SEVERAL LOCAL GOVERNMENT AGENCIES, INCLUDING THE
CITY OF PALO ALTO, FOR THE FUNDING OF
OPERATION AND MAINTENANCE FOR THE CENTRAL VALLEY
PROJECT POWER GENERATION FACILITIES
WHEREAS, the City of Palo Alto ("City") is a customer of the
Central Valley Project ("CVP"), an electric power generation
facility, operated by the United States of America, Bureau of
Reclamation ("Bureau"), and marketed by the Western Area Power
Administration ("WAPA"), and receives electric power at favorable
wholesale rates; and
WHEREAS, the City’s staff has determined that the voluntary
advancement of funds not exceeding $i,000,000 to the Bureau and the
WAPA for operation and maintenance expenses for the CVP power
generation facilities is in the best interests of the City and all
other customers of the CVP; and
WHEREAS, the City’s advancement will be repaid by the Bureau
and the WAPA by credits against future billings for electric power
purchased by the City.
NOW, THEREFORE, the Council of the City of Palo Alto does
RESOLVE as follows:
SECTION i. The City Council hereby approves Contract No.
96-SNR-00110 with the United States of America, represented by both
the Bureau of Reclamation and the Western Area Power
Administration, and several participating local government
agencies, including the City of Palo Alto, which are customers of
the Central Valley Project for the funding of operation and
maintenance work for the Central Valley Project power generation
facilities, and hereby authorizes the Mayor to execute the contract
on behalf of the City of Palo Alto.
SECTION 2. The City Council finds that the approval of
Contract No. 96-SNR-00110 does not constitute a project under the
970204 syn 0071120
California Environmental Quality Act, and, thus, no environmental
assessment is required.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:APPROVED:
City Clerk
APPROVED AS TO FORM:
Senior Asst. City Attorney
Mayor
City Manager
Director of Utilities
Deputy City Manager,
Administrative Services
2
970204 syn 0071120
ATTACHMENT ~
Contract No. 96-SNR-00110
UNITED STATES
DEPARTMENT OF ENERGY
WESTERN AREA POWER ADMINISTRATION
SIERRA NEVADA CUSTOMER SERVICE REGION
CENTRAL VALLEY PROJECT, CALIFORNIA
UNITED STATES
DEPARTMENT OF THE INTERIOR
BUREAU OF RECLAMATION
MID-PACIFIC REGION
CENTRAL VALLEY PROJECT CUSTOMERS
AGREEMENT FOR THE FUNDING OF OPERATION AND MAINTENANCE FOR
CENTRAL VALLEY PROJECT POWER FACILITIES
TABLE OF CONTENTS
PREAMBLE .................. .........................................1
EXPLANATORY RECITALS .............................................2
2.1 Agencies Operation and Maintenance Needs ............................2
2.2 Adequate Funding Source ...........................................2
2.3 Purpose of Agreement ..............................................2
2.4 Agreement Description .............................................2
AGREEMENT ..........................................................3
TERM AND TERMINATION OF AGREEMENT .............................3
4.1 Term ............................................................3
4.2 Termination ......................................................3
DEFINITION OF TERMS ................................................3
AGENCIES’ OBLIGATIONS ..............................,. ...............8
6.1
6.2
6.3
6.4
6.5
6.6
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6.8
6.9
Agencies’ O&M Responsibilities .....................................8
Interagency Coordination ..................... .......................8
O&M Standards ...................................................8
Preliminary O&M Work Plans .......................................8
Capital Improvement Project .........................................8
Agencies’ O&M Activities Budget ....................................9
General Reporting Requirements ......................................9
CVP Power Facilities Reviews .......................................9
Accounting .......................................................9
CUSTOMER OBLIGATIONS
7.1
7.2
7.3
7.4
7.5
7.6
Customer’s Contribution Level ......................................10
Governance Board Actions .........................................10
Contributions ....................................................10
Funding Commitment .............................................10
Designated Contact ...............................................10
Designated Representative "10
O&M PROGRAM ......................................................11
8.1 Interim Process for Customer O&M Funding ...........................11
8.2 Customer O&M Funding Process ........................, ............11
8.2.1
8.2.2
8.2.3
8.2.4
8.2.5
8.2.6
8.2.7
8.2.8
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8.2.10
Preliminary O&M Work Plans ................................12
Priodtization of Preliminary O&M. Work Plans ...................12
Establishment of Proposed Customer O&M Funding Plan ...........12
Determining Commitment Level ...............................12
Development of the Approved Customer O&M Funding Plan ........13
Agencies’ O&M Aefivities Budgets ............................14
Revision of O&M Work Plans and Customer O&M Funding Plans ....14
Implementation of Customer O&M Funding Plan .................15
Congressional Actions .......................................15
Reprogrammed Items ’! 5
Contract No. 96-SNR-00110
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8.3
8.4
8.2.11 Exigency Fund ............................................. 16
8.2.12 Achieved Savings ...........................................16
8.2.13 Carryover .................................................16
8.2.14 Spending Limitations ........................................17
8.2.15 Changes to Customer O&M Funding Process .....................17
Financial Management .............................................17
8.3.1 Billing ...................................................17
8.3.2 Contribution Credits on Power Bill .............................17
8.3.3 Escrow Account for Customer O&M Funding Plan ................18
8.3.4 Recording Contributions: .....................................19
8.3.5 Late Deposit Fee .. ..........................................19
8.3.6 Trust Accounts for Customer O&M Funding Plan .................20
8.3.7 Refunds ..................................................20
CIP Funding .....................................................21
TERMINATION OF INDIVIDUAL CUSTOMER PARTICIPATION IN THE
AGREEMENT .........................................................22
GOVERNANCE BOARD ................................................22
10.1 Qualifications/Membership on Governance Board .......................22
10.1.1 Composition of Governance Board ............................. 23
10.1.2 Agencies Membership on Governance Board .....................23
10.1.3 Customer Membership on the Governance Board ..................23
10.1.4 Election of Customer Membership on the Governance Board.. .......24
10.2 Quorum and Voting of Governance Board .............................25
10.2.1 Quorum ..................................................25
10.2.2 Voting ...................................................26
10.3 Designated Alternate ..............................................26
10.4 Duties of the Governance Board .....................................27
10.4.1 General Powers ............................................27
10.4.2 Bylaws ................................. ..................27
10.4.3 Committees ...............................................27
10.5 Function of the Governance Board ...................................27
10.5.1 Review of Annual Reports ....................................27
10.5.2 Establishment of O&M Objectives .............................28
10.5.3 Review and Approval Rights.., ................................28
10.6 Officers and Secretary .............................................29
10.6.1 Chair and Vice-Chair ........................................29
10.6.2 Duties of the Secretary of the Governance Board ..................29
DISPUTE RESOLUTION ".. .....................30
11.1 Informal Settlement ...............................................30
11.2 Between Western and Reclamation ....~ ................................30
11.3 Between the Customers or the Customers and Ageney(ies) ................30
AUDIT RIGHTS .......................................................3112.1 Audit Request ....................................................3112.2 Information Concerning Work Performed "31
SUCCESSORS AND ASSIGNS ...........................................32
Contract No. 96-SNR-00110
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ENFORCEABILITY 32
SEVERABILITY ........................................................32
GENERAL POWER CONTRACT PROVISIONS .............................33
RELATIONSI-~P OF THE PARTIES .......................................33
OWNERSHIP RIGHTS ..................................................33
LIABILITY ...........................................................33
ATTACHMENTS AND EXH!BITS MADE PART OF AGREEMENT ............33
EXECUTION IN COUNTERPART ........................................34
RESOLUTIONS
GENERAL POWER CONTRACT PROVISIONS (August 15, 1995)
EXHIBIT A
EXHIBIT B
EXHIBIT C
ATTACHMENT 1 (Escrow Agreement)
Contract No. 96-SNR-00110
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UNITED STATES
DEPARTMENT OF ENERGY
WESTERN AREA POWER ADMINISTRATION
SIERRA NEVADA CUSTOMER SERVICE REGION
CENTRAL VALLEY PROJECT, CALIFORNIA
UNITED STATES
DEPARTMENT OF THE INTERIOR
BUREAU OF RECLAMATION
MID-PACIFIC REGION
CENTRAL VALLEY PROJECT CUSTOMERS
AGREEMENT FOR THE FUNDING OF OPERATION AND MAINTENANCE FOR
CENTRAL VALLEY PROJECT POWER FACILITIES
EI~F.a~]~J,~: This Agreement is made this ~ day of ., 1997, pursuant to
the Acts of Congress approved June 17, 1902 (32 Stat. 388); March 4, 1921 (41 Stat. 1404);
January 12, 1927 (44 Stat.957); August 26, 1937 (50 Star. 844); August 4, 1939 (53 Star.
1187); and August 4, 1977 (91 Stat. 565); and Acts amendatory or supplementary to the
foregoing Acts; between the UNITED STATES OF AMERICA (’United States), (i) acting by
and through the Administrator, Western Area Power Administration, Department of Energy,
represented by the Regional Manager, Sierra Nevada Customer Service Region, the oilieer
executing this Agreement, or a duly appointed sueeessgr, and (ii) acting by and through the
Commissioner, Bureau of Reclamation, Department of the Interior, represented by the
Regional Director, Mid-Pacific Region; and the Central Valley Project (CVP) preference
power customers signing this Agreement and set forth in Exhibit A, all collectively called
Parties.
Contract No. 96-SNR-00110
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EXPLANAT ORY_REF./T&[~:
2.1 ~Agencies Operation and Maintenance Needs: Federal appropriations to finance
Reclamation’s Operation and Maintenance (O&M)Activities have been declining over
the past several years. Federal appropriations to finance Westem’s O&M Activities
may also decrease in the future.
2.2 Adequate Funding_S_0_~: To properly maintain the CVP power facilities and avoid
deferred maintenance, Western and Reclamation require an adequate and reliable
source of funding for the O&M Activities.
2.3 ~: In order to assure a predictable flow of funds for O&M
Activities of the CVP power facilities, the Agencies and the Customers desire to
establish an O&M Program that will provide a source of funds for the O&M of CVP
power facilities and maximize the benefits from those facilities. This Agreement
addresses only the power portion of the CVP facilities. Although CVP power O&M
expenses are suballocated between the Customers and CVP water customers,
contributed funding for the portion suballoeated to water customers is not included in
this Agreement.
2.4 m "_ " : This Agreement sets out the procedure for establishing a
Governance Board in order to effectively plan and monitor the O&M Program. This
Agreement clarifies and sets forth the details of the O&M Program whereby the
Customers may contribute funds for Western and Reclamation to perform the O&M
Activities required by this Agreement pursuant to 43 U.S.C. §§ 395, 397a. The funds
received from the Customers shall be available for expenditure for the specific purpose
for which contributed in a like manner as if said funds had been specifically
appropriated for said purposes.
Contract No. 96-SNR-00110
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AGREEMENT: In consideration of the mutual benefits to be received through this
Agreement, the Parties agree to the terms and conditions set forth herein.
TERM AND TERMINATION OF AGREEMENT:
4.1 ~:Ill: This Agreement shall become effective upon execution by both Agencies and
shall remain in effect until terminated. The Agencies will execute this Agreement upon
signature by fifty percent (50%) of the CVP preference power customers and enough
Contributors to form the Governance Board.
4.2 Terminatioq: The Govemance Board may vote to terminate this Agreement if, in its
opinion Contributions are not at a level to provide an effective O&M Program;
Provided, That the termination will not be effective until it is determined by the
Agencies, through written notice, that all work has been completed under the last
Customer O&M Funding Plan approved by the Governance Board; Provided Further,
That after December 31, 2004, the Agencies may agree to terminate this Agreement if
at any time there are not at least five (5) Customer members on the Governance Board.
A one hundred twenty (120) day written notice to all Customers must be given by the
Secretary of the Governance Board prior to termination pursuant to this Section.
~: As used herein, the following terms shall have the following
meanings when used with initial capitalization, whether singular or plural:
5.1 Ageney(|es): U.S. Department of the Interior, Bureau of Reclamation, Mid-Pacific
Region (Reclamation) and/or U.S. De_partment of Energy, Western Area Power
Administration, Sierra Nevada Customer Service Region (Western).
3 Contract No. 96-SNR.-00110
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5.3
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Capital Improvement Projects (CIP): Replacements or additions of one or more
units of property that are generally capitalized and amortized in Westem’s power
repayment study. These replacements or additions are generally: (a) items that will be
replaced as a complete unit more than one time within the period of analysis as defined
in the most recent Agencies’ document titled "Replacements Units, Service Lives,
Factors"; and (b) items whose costs are significant compared to the Agencies’ annual
maintenance expense but are not ordinarily replaced as a part of the normal recurring
O&M program.
Contribution: Monies provided by the Customers to fund a Customer O&M Funding
Plan.
Contributor: A Customer who commits in writing to make contributions equal to or
greater than 1/12th of such Customer’s share of the estimated annual O&M cost for the
FY that is four (4) years out from the current FY, which shall be determined by the
formula:
l__,(sc-pv), cP
12 TP
EC=Estimated Annual O&M costs for each FY as set forth in the latest rate
case power repayment study.
PU= Project Use revenue as set forth in the latest rate case power repaymentstudy.
CP=- The Customer’s Power Entitlement from the latest Power Entitlement
Report as prepared by Western.
TP= The sum of all preference power customer’s Power Entitlement from the
latest Power Entitlement Report as prepared by Western.
4 Contract No. 96-SNR-00110
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A Customer who has met this definition may fund at a level less than that committed to
in meeting this definition only when the sum of all Customer Contributions in a given
FY would exceed that needed for the Customer O&M Funding Plan for that FY.
5.5 Customer: CVP preference power customer(s) who sign this Agreement.
5.6
5.7
5.8
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Customer O&M Funding Plan: The plan which defines the spending limits for
O&M Activities and CIP approved for funding by Contributions for the FY under
consideration.
Emergency: An unplanned or unanticipated event or circumstance that requires an
Agency to take immediate action to preserve, maintain, or re-establish the safety,
integrity, or operability of the CVP power facilities that have been affected.
Escrow Account: An interest bearing account established by the Program Treasurer at
a Federally insured bank for the purpose of holding the Contributions until
disbursements are made to Western and Reclamation, or the account is otherwise
closed.
First Preference Customer: Those preference power customers in either Trinity,
Tuolunme, or Calaveras Counties, as the case may be, which have satisfied the
statutory requirements according to the Trinity R~-’ver Division Act (69 Star.719) and
the New Melones Act of the Flood Control Act of 1962 (76 Star. 1180).
Fiscal Year (FY): The Federal fiscal year that begins on October 1 of each calendar
year and ends on September 30 of the following calendar year.
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5.12
5.13
5.14
5.15
5.16
Governance Board: The board .formed of Customers’ and Agencies’ representatives
that will, among other things, approve the Customer O&M Funding Plan and govern
the O&M Program.
Industry Standards: Guidelines and criteria established, maintained and published by
entities such as the Institute of Electrical and Electronic Engineers, Inc., the National
Electrical Manufacturers Association, and the American National Standards Institute.
O&M Activities: Those actions and work elements to be performed to continue the
safe, economic, reliable, and environmentally acceptable operation of the CVP power
facilities including power related programs such as marketing, rates, studies, billing and
energy services.
O&M Activities Budgets: Itemized obligation plans developed by the respective
Agencies that identify both the level of Federal appropriations and Customer
Contributions that will be utilized to fund those actions and work elements performed
by the Agencies in support of the operations, maintenance and capital improvement
projects of the CV-P power facilities, for specific fiscal years.
O&M Program: An arrangement between the Agencies and the Customers whereby
Customers provide Contributions and input concerning the O&M Work Plans and CIP
of the Agencies. The O&M Program does not include purchased power and CVP
power O&M expenses suballocated between the CVP water customers.
O&M Work Plan: Projections of O&M Activities prepared annually by each Agency
displaying priorities, costs, benefits and impacts of various alternatives for their
respective annual O&M.
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5.18
5.19
5.20
5.21
5.22
Power Entitlement: The value (in kilowatts (kW) or as defined in a subsequent
marketing plan) of a Customer’s contractual right to purchase long-term power from
the CVP on an annual basis. Currently this value is called the Contract Rate of
Delivery.
Power Entitlement Report: A report prepared by Western that sets forth each
preference power customer’s CVP Power Entitlement. This report is currently called
the Central Valley Project Contract Rate of Delivery Report.
Program Treasurer: The entity selected by the Governance Board to establish and
perform all financial duties related to the Escrow Account.
Prudent UtiliD, Practice: Those practices, methods and procedures, as modified from
time to time, that are currently and commonly used by electric utilities and other power
providers to design, engineer, select, construct, operate, and maintain electric power
facilities and equipment dependably, reliably, safely, efficiently, and economically,
with due regard to the state of the art in the electric power industry.
Reclamation Fund: The fund established in the U.S. Treasury by Congress under the
Reclamation Act of June 17, 1902.
Senior Manager: The Regional Director for Reclamation, the Regional Manager for
Western, or the ranking official of each-elected Customer member on the Governance
Board.
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5.23 Small Customer: A Customer with a long-term firm allocation of 20 megawatts or
less from Western and a maximum load of 40 megawatts or less.
o AGENCIES’ OBLIGATIONS:
6.1 Agencies’ O&M Responsibilities: The Agencies shall remain solely responsible for
developing their respective O&M Activities Budgets, including setting the amount of
the appropriations request, and for the O&M Activities of their respective CVP
facilities.
6.2 Interagency Coordination: The Agencies will coordinate budget and financial
transactions in accordance with current budgetary, fiscal, and accounting regulations
and policies.
6.3 D&M Standards: The Agencies will perform their O&M Activities using Prudent
Utility Practice, Industry Standards, Agency standards, guidelines, and policies; and
any applicable laws, regulations, orders, permits, and lieeuses. The Governance Board
may recommend standards for consideration by the Agencies.
6.4 ¯": Preliminary O&M Work Plans shall be prepared by
each Agency, and presented to the Governance Board as set forth in Section 8.2. The
preliminary O&M Work Plans shall include, among other things, the minimum level of
O&M Activities needed to sustain safety and reliability of the power system, and may
include additional O&M Activities which will prevent deterioration, enhance system
performance, or improve reliability.
6.5 "_" : A list ofpfioritized CIP in excess of the
predetermined threshold will be maintained by each Agency. CIP items below this
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6.7
6.8
6.9
predetermined threshold, as determined by the Governance Board, may be included in
the Agency’s respective preliminary O&M Work Plan(s).
Agencies’ O&M Activities Budge, I: The Agencies will prepare their O&M Activities
Budgets using the O&M Work Plans and the approved Customer O&M Funding Plan.
General Reporting Requirements: The Agencies shall prepare and submit a report to
the Governance Board summarizing their respective annual O&M Activities for the
preceding FY which provides a general description of the work that was performed.
The report will include deviations between planned work and actual work completed,
and deviations from forecasted expenditures and costs actually incurred and paid. This
report will be prepared and submitted to the Governance Board in accordance with the
format and schedule requested by the Governance Board.
CVP Power Facilities Reviews: CVP power facilities may be reviewed on a periodic
or as needed basis, as defined by the Agencies or as requested by any Customer
member on the Governance Board. The purpose of the CVP facilities reviews will be
to assist the Governance Board in evaluating the O&M Program. These reviews will
be coordinated, to the extent practicable, through the Governance Board and will be
conducted by qualified representatives independent from the work group directly
responsible for the O&M Activities.
¯~,~: The Agencies will maintain appropriate accounts and follow generally
accepted accounting principles.
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CUSTOMER OBLIGATIONS:
7.1 _Customer’s Contribution Level: Each Customer shall remain solely responsible for
determining the magnitude of its respective Contribution level and will indicate such
commitment in Exhibit C by specifying the amount to be contributed for the
appropriate FY and signing Exhibit C.
7.2 .Governance Board Actions: Customers who contribute will act, in a timely manner,
on the approval of or revisions to the Customer O&M Funding Plan in order to
facilitate the actions of the Governance Board.
7.3 ~7ontribution~: Customers who contribute will allow their Contribution to be
expended by the Agencies pursuant to the Customer O&M Funding Plan as approved
and revised by the Governance Board. All Contributions will be deposited into an
Escrow Account pursuant to Section 8.3.
7.4 "": Any Customer who contributes will make their Contributions
available, as requested by Western pursuant to Section 8.3.
7.5 ~: For purposes of this Agreement, ~ach Customer shall provide
the name, title, and address of an employee within the organization who shall be
specified as a designated contact of the Customer’s organization. Customers may also
provide the name, rifle, and address of any additional individual(s) to receive copies of
all distributions. All contact information will be set forth in Exhibit A.
7.6 ¯" : For purposes of this Agreement, each Customer shall
provide the name, title, and address of an employee within the organization who shall
be specified as a designated representative of the Customer’s organization. The
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Customer’s representative will be authorized to represent the Customer in all matters
involving the Agreement including the exercise of the Customer’s rights and the
performance of the Customer’s duties under the Agreement and may participate in all
elections and percentage votes. The Customer’s representative may designate an
individual to vote on behalf of the Customer’s representative in all elections and
percentage votes. Such designation shall be furnished in writing to the Secretary of the
Governance Board prior to any election or vote.
Odd~PROGRAM:
8.1 . Interim Process for Customer O&M Funding: The Governance Board will not be
established in time for a complete four-year O&M fundhag cycle as set forth in Section
8.2 for FY98 through FY2000. It is anticipated that to the extent practicable, the
process set forth in Section 8.2 will be followed for FY98 through FY2000. The
Agencies will present lists of O&M Activities, instead of O&M Work Plans, to the
Governance Board. Based on the information provided by the Agencies, the
Governance Board may develop and approve Customer O&M Funding Plans for FY98
through FY2000. The Governance Board for this interim process shall be that
Governance Board established within 60 days following the effective date of this
Agreement.
8.2 ~: The Agencies will continue to pursue
appropriations for their respective O&M Activities. The Governance Board will
determine the level of funding to be contributed through the development of the
Customer O&M Funding Plan. The following process will be utilized in developing
the Customer O&M Funding Plan:.
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8.2.1
8.2.2
8.2.3
8.2.4
Preliminary. O&M Work Plan~: Each Agency will prepare a preliminary
O&M Work Plan describing their respective O&M Activities and CIP. The
Agencies will include an estimate of the anticipated level of appropriations.
Prioritization of Preliminary O&M Work Plan~: The Governance Board or a
committee designated by the Governance Board will work with the Agencies
in the prioritization of the specific elements within the preliminary O&M
Work Plans. Additional elements that could be funded with Contributions
may be included in the prioritization of the specific elements. This step
culminates in proposed O&M Work Plans for each Agency including the
specific elements which could be funded with Contributions.
: The Governance
Board will review the proposed O&M Work Plans developed pursuant to
Section 8.2.2 and will accept or modify the specific elements for funding with
Contributions. This step culminates in the proposed Customer O&M
Funding Plan.
v 1: Following the establishment of a proposed
Customer O&M Funding Plan, each Customer will individually establish,
retain, or increase, as appropriate, its Contribution commitment level¯ In
order to facilitate the Customers timely commitment of Contributions, the
following funding guidelines are defined.
8.2.4.1 Fair-Share Funding Level:_ A fair-share funding level is determined
as the ratio of the Power Entitlement for the individual Customer as
listed in Exhibit B, divided by the total Power Entitlement for all the
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8.2.5
Customers listed in Exhibit B, multiplied by the proposed Customer
O&M Funding Plan level. The Power Entitlements will be that set
forth in the latest Power Entitlement Report.
8.2.4.2 Maximum Contribution: An individual Customer’s Contribution
shall not exceed Westem’s ability to credit the Contribution against
the annual power payment obligation of the Customer.
8.2.4.3 Redistribution of Contribution Commitments: Any redistribution in
the level of Contribution Commitments required to fund the Customer
O&M Funding Plan may be distributed among other concurring
Customers.
8.2.4.4 Total Contributions Available: The sum of all individual
Contribution commitments shall be the total Contribution
commitments available to fund the Customer O&M Funding Plan.
8.2.4.5 Commitment: Prior to the Governance Board approving the
Customer O&M Funding Plan, each contributing Customer shall
commit in writing, pursuant to Section 7.1,.to the. amount such
Customer is willing to contribute.
: The
Governance Board will revise, as necessary, the proposed Customer O&M
Funding Plan and will approve the Customer O&M Funding Plan which will
specify the Contributions available for expenditure by each Agency by
September 1st, three (3) years prior to the FY under consideration.
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8.2.6
8.2.7
The approved Customer O&M Funding Plan shall include the deposit
requirements for each contributing Customer. If the total Contribution
commitment level would exceed that needed for the Customer O&M Funding
Plan, the individual Customer deposit requirements will be based on the pro
rata distribution of the commitments made pursuant to Section 8.2.4.5.
Agencies’ O&M Activities Budgets: The Agencies will use their proposed
O&M Work Plans and the approved Customer O&M Funding Plan to
develop their respective O&M Activities Budgets. The Agencies’ O&M
Activities Budgets shall be submitted through the Federal appropriation
process and ultimate release oftbe President’s Budget.
Revision of O&M Work Plans and Customer O&M Funding.p_lg~: Upon
release of the President’s Budget, the Agencies will compare their submitted
O&M Activities Budgets to the funding level identified in the President’s
Budget. As necessary, the Agencies will. analyze and recommend
modifications to their O&M Work Plans to avoid conflict with Congressional
appropriation language while maintaining the original intent of the previously
developed O&M Work Plans. If the Agencies determine that Contributions
are no longer needed to maintain the program elements identified in the
O&M Work Plans, the Agencies will recommend a reduction in the
Contribution level. The Governance Board will then review the
reeommendatious and make appropriate changes to the Customer O&M
Funding Plan subject to Section 8.2.8. The Customer O&M Funding Plan
will not be increased without the approval of the Governance Board and each
contributing Customer who elects to increase its Contribution commitment
by revising its Contribution commitment level in Exhibit C.
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8.2.8
8.2.9
8.2.10
Implementation of Customer O&M Fundiog_P.l~: To ensure the Agencies’
continued operations, and to allow the Agencies time to incorporate the
Governance Board’s decisions into their respective O&M Work Plans, the
Governance Board’s final approval of the Customer O&M Funding Plan must
occur no later than August 1 st, prior to the FY of implementation to facilitate
the steps outlined in Section 8.3. If the Governance Board does not approve a
final Customer O&M Funding Plan by August 1st prior to the FY of
implementation, the Agencies will operate under the Congressionally
approved appropriations level and at the Customer O&M Funding Plan level
equal to seventy-five percent (75%) of the Customer O&M Funding Plan
approved for that FY pursuant to Section 8.2.5. The Agencies will follow, to
the extent practical, the intent of the original Customer O&M Funding Plan in
spending at the seventy-five percent (75%) funding level. Subsequent
adjustments to the Customer O&M Funding Plan may be made only after the
Governance Board’s approval.
_ ’" : Congressional actions may modify the President’s
Budget. Should such action significantly impact the O&M Work Plans, the
affected Agency and the Governance Board will review and/or modify the
Customer O&M Funding Plan pursuant to Sections 8.2.4 and 8.2.5.
~: Latitude to reprogram items within the Customer
O&M Funding Plan may be necessary in the overall management of power
facilities, or due to unforeseeable circumstances. The threshold for
reprogramming will be established-by the Governance Board.
Reprogramming in excess of the predetermined threshold will be presented
by the’ Ageney(ies) for Governance Board approval prior to execution. All
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8.2.11
8.2.12
8.2.13
reprogramming changes made by the Agencies will be documented and
reported to the Govemance Board within ninety (90) days of occurrence.
xF~Ajg~ncy Fund: An exigency fund may be established by the Govemance
Board and may be included in the Customer O&M Funding Plan. The level
of this fund will be determined based upon exigency requirements, as
presented by the Agencies, and/or in the event of an Emergency or other
requests brought to the Governance Board. Within this exigency fund, the
threshold for Emergency expenditures will be established by the Governance
Board. Latitude to make Emergency expenditures within the O&M Work
Plans may be necessary in the overall management of power facilities;or due
to unforeseeable circumstances. Within ninety (90) days, any Emergency
expenditures, within the predetermined threshold made by the Agency(ies),
will be documented and reported to the Governance Board. Emergency
expenditures in excess of the predetermined threshold will be presented by
the Agency(ies) to the Governance Board for approval. Expenditures from
the exigency fund, for other than Emergencies, will be approved by the
Governance Board on a ease-by-case basis.
~?dlig.W,~,cgt.~iIl~: In order to encourage greater efficiencies in O&M
Activities, any savings in the use of the Customer O&M Funds may be
directed by the Agencies subject to Governance Board approval.
~: Unobligated funds in the trust account(s), otherwise known as
carryover, will be committed to projects and activities as approved by the
Governance Board.
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8.3
8.2.!4 .~.pending Limitations: The Agencies will ensure that spending does not
exceed the combined funding level of the appropriations approved for its
O&M Activities by Congress and the Customer O&M Funding Plan
approved by the Governance Board.
8.2.15 M F " r : Changes to the Customer
O&M Funding Process set forth in this Section 8.2 shall be approved by the
Governance Board.
Financial Mana~:
8.3.1 ]~llillg: Western will be responsible for all billing of the Contributions under
the approved Customer O&M Funding Plan or the default Customer O&M
funding level of seventy-five percent (75%). Western will request the
contributing Customers to deposit Contributions into an Escrow Account,
based on the Customer O&M Funding Plan level determined pursuant to
Section 8.2.5 and Section 8.2.8, and guidance provided by the Governance
Board in accordance with the terms of this Agreement. Billing for
Contributions which includes Escrow Account reserves for a FY will begin in
August immediately prior to commencement of the FY. The Governance
Board may change the month for the first billing for the FY.
8.3.2 "11: C.ustomers will receive credits on their
monthly power bills equal to their previous month’s Contribution to be used
to finance Agency O&M Activities; ~, That Customers will not
receive credits on their power bills£or Escrow Account reserve deposits until
Escrow Account reserve funds are withdrawn from the Escrow Account by
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8.3.3
the Agencies, If the entire credit cannot be applied to a monthly power bill,
the credit balance will be carried forward and applied to future power bills.
Escrow Account for Custorlaer O&M Funding__P_!~: Under the direction of
the Governance Board, an Escrow Account will be established for depositing
the Contributions. Fees associated with the Escrow Account will be deducted
from the Escrow Account balance. The Governance Board will select a
Program Treasurer to manage and administer the Escrow Account. All funds
advanced by the Customers into the Escrow Account will only be used by the
Agencies for expenses identified in the Customer O&M Funding Plan
approved by the Governance Board and for payment of fees associated with
the Escrow Account.
8.3.3,1 Escrow Account Reserve: The purpose of the Escrow Account
reserve is to ensure adequate cash flow for the Agencies
expenditure of Contributions. The initial Escrow Account reserve
level shall be established by the Governance Board at their first
meeting. An initial Escrow Account reserve of at least 1/12
(estimated to be $2 million) of the total annual O&M Program cost
is needed prior to any expenditures by the Agencies. With the
approval of the Customer O&M Funding Plan, the Governance
Board shall determine the appropriate Escrow Account reserve
level. It is anticipated that the Escrow Account reserve needed will
be approximately 25% of the greater of the eun~nt or the next FY
Customer O&M Funding Plan.
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8.3.4
8.3.5
8.3.3.2 Interest Earned in the Escrow Account: Interest will be earned on
the funds in the Escrow Account. The interest will be credited to
each Customer listed in Exhibit B in proportion to the individual
Customer’s annual deposits of funds into the Escrow Account.
8.3.3.3 End of FY Escrow Account Reconciliation:. After the close of the
FY, the Program Treasurer shall reconcile the Escrow Account, by
Customer, to reflect the actual deposits, Escrow Account fees,
credits pursuant to Section 8.3.2, interest earned and late deposit
fees. The Program Treasurer will use this Escrow Account balance
to prepare a statement of reconciliation for each Customer. The
Customer may request a refund of its reconciled balance. If no
requests for a refund is received l~om the Customer within thirty
(30) days after receipt of the annual statement of reconciliation, the
balance will be carried forward and credited to that Customers
Contribution for the next FY.
" " : Contributions used to finance Agencies O&M
expenses during any FY will be recorded in the CVP power repayment study
for that FY.
~: Contributing Customers who deposit their requested
Contribution later than the due date indicated on the bill, will be assessed a
late deposit fee on the amount unpaid. Bills not paid in full by the due date
shall bear a charge of.05 percent (,05%) of the amount unpaid for each day
payment is delinquent. The late deposit fee will not be considered to be a
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8.3.6
8.3.7
part of any Contribution. The Governance Board may change the level and
mechanism for application of the late deposit fee.
Trust Accounts for Customer O&M Fundin Pg_P_[~: Funds from the Escrow
Account will be transferred into two trust accounts, one for Western and one
for Reclamation, within the United States Treasury, where funds will be held
prior to commitment, obligation, and expenditure for O&M Activities.
Agencies’ requests for transfer of funds, will be accomplished in a manner
approved by the Governance Board. No interest will .be earned on the funds
in the trust accounts. Each Agency will administer its respective trust
account.
]~d~: Refunds of Escrow Account balances shall be returned to the
Customers as follows:
8.3.7.10&M Program Termination: Should the O&M Program terminate,
the balance of funds remaining in the Escrow Account, plus
interest earned, less credits received pursuant to Section 8.3.2 and
less any Escrow Account fees, will be returned to each Customer
proportionate to its level of Contributions.
8.3.7.2 Individual Termination from the Agreement: Individual
termination of participation in the Agreement can occur in two
ways and refunds will be made as follows:
8.3.7.2.1 Termination from Agreement: Should the Customer
terminate its participation in the Agreement with the ninety
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8.4
(90) day notice pursuant to Section 9, the Customers share
of the balance of funds remaining in the Escrow Account,
plus interest earned, less credits received pursuant to
Section 8.3.2, and less any Escrow Account fees, will be
returned to the Customer after the Customer’s Contribution
commitment(s) have been satisfied.
8.3.7.2.2 Termination as a Westem Preference Power Customer:
Should a Customer terminate its electric service contract
(primary contract) with Western pursuant to Section 9, the
Customer’s share of the balance of funds remaining in the
Escrow Account, plus interest earned, less credits received
pursuant to Section 8.3.2, and less any Escrow Account
fees, will be returned to the Customer within ninety (90)
days of contract termination.
8.3.7.3 Change in level of Contribution: At the change of FY’s, Customers
who have reduced their Contribution commitment level for the next
FY may request a refund of their surplus Escrow Account reserve
funds, calculated pursuant to Section 8.3.3.3.
~.l~lg: Unless otherwise agreed to by the Governance Board, the Agencies will
continue to seek appropriations for funding C~. When appropriations are used,
repayment of CIP will be in accordance with repayment requirements set forth in the
Agencies’ policies on repayment of investment. CI~ funding below the threshold
established by the Governance Board, will be treated and repaid in the same manner as
an annual expefise. If any Customer(s) desires to fund CIP in excess of the established
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threshold, such voluntary funding will be subject to the individual Customer’s approval
and will be performed through a separate agreement with the appropriate Agency.
TERMINATION OF INDIVIDUAL CUSTOMER PARTICIPATION IN THE
AGREEMENT: An individual Customer may terminate its participation in this Agreement
upon a ninety (90) day written notice to the Secretary of the Governance Board. When a
Customer terminates its participation in this Agreement, all Contribution commitments and
all other obligations made by that Customer under this Agreement Shall remain in effect until
satisfied. After satisfying all Contribution commitments and other obligations made by the
Customer pursuant to this Agreement, the Program Treasurer shall return the Customer’s
share of the remaining Escrow Account balance pursuant to Section 8.3.3.3. P.Ig.Xi.0.~, That
if such Customer terminates its electric service contract (primary contract) with Western, all
of its obligations under this Agreement shall terminate concurrently with the termination of
the electric service contract. P.Igy.i.0.g~i_l~h~, That any late deposits and fees due to the
Escrow Account must be fully satisfied prior to termination.
10.~: A Governance Board will be established within sixty (60) days
following the effective date of this Agreement. Western will notify the Customers of the date
of the first Governance Board meeting by giving a thirty (30) day written notice to all
Customers.
10.1 ¯’": Western, Reclamation, and any
Customer meeting the qualifications set forth in this Section 10.1 is eligible to be a
member of the Governance Board. The Agencies will represent their respective
interests, .and the elected Customer members-shall represent the interest of their
respective Customer group as defined under the following sections.
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10.1.1
10.1.2
10.1.3
Composition of Governance Board:
comprised of twelve (12) members.
Governance Board will be:
(a)Customers
(b)Reclamation
(c)Western
The Governance Board will be
The overall composition of the
10
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&gencies Membership on Governance Board: The Agencies shall appoint
and designate in writing their respective member(s) to the Governance Board.
Customer Membership on the Governance Board: To ensure equitable and
diverse participation of the Customers, Customer membership on the
Governance Board shall be grouped as follows:
(a)Municipal/Public Utility Districts/Rural Electric Cooperatives (6
(b)
(c)
(d)
Governance Board members)
Federal/State/Other (2 Governance Board members)
Water and/or Irrigation Districts (1 Governance Board member)
First Preference Customers (1 Governance Board member)
At least one (1) Small Customer shall be a member in groups (a) and (b)
above, and no Customer will have more than one (1) member on the
Governance Board. The Contributor in group (a) with the largest annual
Contribution commitment shall be deemed a Governance Board member.
The preference power customers and their respective groupings are as set
forth in Western’s Central Valley Project Contract Rate of Delivery Report
dated May 31, 1996. Any new grouping of preference power customers, or
changes to the classification of existing preference power customers, will be
propqsed by Western and approved by the Governance Board.
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10.1.4 Election of Customer Membership on the Governance Board: Each
Customer group shall select and designate in writing their members to the
Governance Board. To be elected a Customer Governance Board member in
Customer groups (a), (c), and (d) as defined in Section 10.1.3, a Customer
must be a Contributor. A Governance Board member from Customer group
(b) in Section 10.1.3 is only required to be a Customer. Any Customer may
nominate a qualified candidate for election to the Governance Board.
10.1.4.1 Initial elections, by the Customer groups, for membership to the
Governance Board will be held on the day of or prior to the first
Governance Board meeting. Subsequent elections for all Customer
Governance Board members will be held in February 2000 and
every three (3) years thereafter.
10.1.4.2 A Customer Governance Board member may remain on the
Governance Board until the member resigns, is replaced in an
election, is no longer qualified to be a Customer Governance Board
member, or is otherwise removed.
10.1.4.3 An election to fill any Customer Governance Board member
vacancy shall be held prior to or at the next scheduled Governance
Board meeting.
10.1.4.4 Each Customer representative may vote .once for each of the
available Governance Board positions within its Customer group
as outlined in Section 10.1.3. The candidates receiving the most
votes are awarded the positions available.
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10.2
10.1.4.5 To vote in an election, any Customer employee or designated
representative may vote on behalf of the Customer. A Customer
may choose to submit a written vote to the Secretary of the
Governance Board. Exg.xid~, That if a dispute arises regarding
who is representing the Customer only the representative
designated in writing may vote.
10.1.4.6 Western will notify all Customers within each Customer group of
the date of the Customer group’s first election by giving a thirty
(30) day written notice to all Customers. Thereat~er, the Secretary
of the Governance Board will provide notification of elections.
10.1.4.7 The election procedures specified in Section 10.1.4 for each
Customer group may be changed by a two-thirds (2/3) vote of
Customers in that Customer group.
10.1.4.8 An elected Customer member of the Governance Board may be
removed by its respective Customer group subject to a two-thirds
vote of Customers in that Customer group.
10.2.1 Q~tagll: A majority of the Governance Board members in attendance shall
constitute a quorum necessary for the transaction of business at any meeting
of the Governance Board. Such quorum must include the Agencies’
members on the Governance Board.
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10.3
10.2.2 Y_9_fi~: All matters coming before the Governance Board for approval shall
require the affirmative vote of Western, Reclamation, and two-thirds (2/3) of
the Customer Governance Board members present; ~, That an Agency
member shall not vote on the other Agency’s O&M Work Plans or the other
Agency’s proposed expenditure of Contributions.
The Customer Governance Board member approval shall be based on one
vote per Customer Governance Board member, except, after having a vote
based on one-member one-vote basis, a Customer Governance Board member
or both Agencies jointly may call for a percentage vote on Customer O&M
Funding Plan issues only, whereby all Customers listed in Exhibit B aad
whose designated representative is present at the meeting, may participate in
the voting and may represent only its own interests; ~, That an
Agency may not represent a customer in percentage votes. The percentage
vote of each Customer listed in Exhibit B will be based upon that Customer’s
annual commitment percentage level listed in Exhibit B for the FY under
consideration. An affirmative vote representing two thirds (2/3) of the total
Contribution commitment, for the FY under consideration, as set forth in
Exhibit B is required for passage under the percentage vote and shall override
the Customer Governance Board member vote taken on a one-member one-
vote basis. If less than two-thirds of the percentage level of the Customers
listed in Exhibit B are present, a Governance Board member may call for the
vote to be held over until the next Governance Board meeting.
~: A Governance Board member may designate an alternate to
attend any Governance Board meeting by a written notice to the Secretary of the
Governance B6ard, and such alternate shall have full authority to act and vote in place
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of the absent Governance Board member.
a Customer Governance Board member.
An Agency may not serve as an alternate for
10.4 Duties of the Go~:
10.4.1 .General Powers: The Govemanee Board shall take such actions as it may
deem appropriate in exercising all of the powers contemplated and .
conferred by this Agreement.
10.4.2 tLY~t~: The Governance Board shall develop and adopt bylaws within
forty five (45) days after its first meeting for circulation to all Parties. An
appropriate comment period will be afforded to all Parties prior to its
adoption by the Governance Board.
10.4.3 ~: The Governance Board may create, direct, and terminate
committees as it may deem appropriate. The Governance Board shall set
forth the duties and responsibilities of each committee. Each committee
shall be subject at all times to the direction and bylaws of the Governance
Board.
10.5 ~: The Governance Board will monitor and
provide oversight of the O&M Program and establish general O&M objectives. The
Governance Board will have the following powers, duties, and responsibilities in
regard to the overall monitoring and oversight of the O&M Program.
10.5.1
Program is performed to:
Review of annual reports on the O&M
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10.5.2
10.5.3
(1)
(2)
Determine that Governance Board approved work is completed as
planned; and
Direct any necessary audits.
Establishment of O&M Objectives: The Governance Board shall establish
the objectives for activities related to the expenditure of Contributions as
they relate to:
(1)
(2)
(3)
(4)
(5)
Annual O&M Activities for the fiscal year under consideration;
Capital Improvement Projects;
Strategy for scheduling O&M Activities;
New or improved goals and/or indices to be accomplished during
the FY then under consideration, based upon the previous years’
experiences and results; and
Reporting requirements of the Agencies and Governance Board.
¯r " : The Governance Board shall review and
approve changes to the Governance Board by-laws and items related to the
Customer Contributions, such as:
(1)
(2)
(3)
(4)
(5)
(6)
Customer O&M Funding Plan;
Exigency Fund level;
Expenditure thresholds for Emergency, reprogramming, and CIP;
Escrow Account administrative duties;
Escrow Account reserve level; and
Proposed procedures and schedules for the Contribution
collections.
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10.6 Officers and Secretary.:
10.6.1 Chair and Vice-Chair: The Governance Board Members shall elect a Chair
and a Vice-Chair from the Governance Board Members. The Chair and
Vice-Chair may be removed from office by the Governance Board
whenever, in its judgement, the best interests of the Governance Board will
be served thereby. Vacancies shall be filled by the Governance Board at
that meeting or the next meeting.
10.6.1.1 Duties of the Chaix: The Chair shall:
(1)
(2)
(3)
preside over all meetings of the Governance Board;
perform duties established in the bylaws; and
perform all duties that may be reasonably required
by the Governance Board.
10.6.1.2 Duties of the Vice-Chair: In the absence of the Chair, the
Vice-Chair shall:
(1)
(2)
(3)
perform the duties of the Chair;
perform duties established in the bylaws; and
perform all duties that may be reasonably required
by the Governance Board.
10.6.2 Duties of the Secretary of~: Unless otherwise
determined by the Governance Board, the secretary of the Governance
Board shall be provided by Western. The secretary of the Governance
Board shall:
(1)record all votes and keep a complete record of all meetings of the
Governance Board;
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(2)
(3)
distribute copies upon request to interested parties, and
perform duties that may be reasonably required by the Govemance
Board. Unless designated to be Westem’s representative, the
secretary of the Governance Board shall not be a voting member
of the Governance Board.
11.DISPUTE RESOLUTION:
11.1 Informal Settlement: The Parties will use good faith efforts to settle all disputes
arising under, or in relation to, this Agreement.
11.2 Between Western and Re¢l~mati0n: Should any dispute, arise between the Agencies
concerning the O&M Program, the duties or obligations of the Parties, or the
implementation or interpretation of the O&M Program, remain unresolved for a
period of twenty (20) days, such dispute shall be forwarded to the Agencies’ Senior
Managers for resolution.
11.3 ~ the Customers and Agency.(j~: Should any dispute
arise among the Customers or between the Customers and the Ageney(ies) under or in
relation to the O&M Program, the duties or obligation of the Parties, or the
implementation or interpretation of the O&M Program, that remains unresolved for a
period of thirty (30) days (or such shorter or longer time as agreed by the Parties),
such dispute shall be forwarded by written, notice to the Chair of the Governance
Board for resolution by the Governance Board members. The written notice shall set
forth the nature of the dispute and the resolution and relief sought. Should the
Governance Board be unable to resolve such dispute by unanimous decision, within a
period of thirty (30) days l~om submission of the dispute to them, such dispute shall
be forwarded fo the Senior Managers, who shall meet within thirty (30) days (or such
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12.
13.
shorter or longer time as agreed by the Senior Managers) to discuss and attempt to
reach a resolution of the dispute. Should all attempts at resolution by the Senior
Managers prove unsuccessful, with the written consent of all Parties which are parties
to such disputes, the dispute will be submitted to mediation which shall be conducted
using any procedures agreed to by such Parties. The mediator will not render a
decision, but will assist the Parties in reaching a mutually satisfactory agreement. The
Parties to the dispute agree to equally split the costs of the mediation.
AUDIT RIGHTS:
12.1 A.IlfliJ_Rfi!IK¢~: A Party may request the Program Treasurer to cause an audit to be
conducted of the Escrow Account established in accordance with this Agreement.
Such audits shall not be conducted more often than every two (2) years. Such audit
may examine records which relate to work associated with Contributions including,
but not limited to, the financial and contractual records of the Program Treasurer,
Western, and Reclamation. The costs, including reasonable costs incurred by the
Program Treasurer, Western, and/or Reclamation in the performance of the audit,
shall be paid by the Party(ies) requesting the audit.
12.2 ¯": A Party shall be afforded the
opportunity to obtain information concerning work performed under this Agreement
through reasonable requests to the Governance Board. If the amount of information
desired becomes excessive, as determined by the Governance Board, the Governance
Board shall inform the requesting Party(ies) of same, and shall make arrangements to
provide the information requested at the sole expense of the.requesting Party(ies).
~: This Agreement shall inure to the benefit of and be
binding upon the Pfirties hereto and their respective successors. No Party shall assign its
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interest in this Agreement, in whole or in part, without the prior written consent of the other
Parties. In no event, shall any Party assign this Agreement to any Party that is not
financially responsible or which cannot perform its obligations pursuant to this Agreement,
nor shall any Party assign this Agreement on any terms at variance fxom those set forth in
this Agreement. No permitted assignment or transfer shall change the duties of the Parties,
or impair the chances of obtaining performance under this Agreement, except to the extent
set forth in such permitted assignment and approved in writing by the Parties.
14.ENFORCEABILITY.: It is not the intent of the Parties that this Agreement convey any
fights to third Parties to enforce the provisions of the Agreement. This Agreement can only
be enforced by the Parties or their successors.
15.~F,:~i~I~.I],~L~: If any clause, sentence, paragraph, or part of this Agreement should
for any reason be finally adjudged by any court of competent jurisdiction to be
unconstitutional or invalid, such judgment shall not affect, impair or invalidate the
remainder of this Agreement but shall be confined in its operation to the clause, sentence,
paragraph, or part thereof directly involved in the controversy in which the judgment is
rendered. If such judgment modifies or holds invalid any material terms or conditions of
this Agreement in such a manner that any Party is required to incur new or different
obligations not expressly provided herein or forego benefits which it was otherwise entitled
to, the Parties shall in good faith renegotiate the terms and conditions affected by the
judgment so as to restore the original balance of benefits and burdens contemplated by the
Parties as of the effective date of this Agreement. Such renegotiated terms and conditions
shall be in the form of an amendment to this Agreement which shall be effective upon
execution by the Parties. The original Agreement shall remain in full force and effect, as
modified by said judgment, until the negotiation process for the amendment is complete.
32 Contract No. 96-SNR-00110
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_GENERAL POWER CONTRACT PROVISIONS: Articles 1, 28, 29, and 31 through
43 of the General Power Contract Provisions, effective August 15, 1995, attached hereto~
are hereby made a part of this Agreement, the same as if they had been expressly set forth
herein.
RF,~ATIONSHIP OF THE PARTIES: The covenants, obligations, and liabilities of the
Parties are intended to be several and not joint or collective, and nothing herein contained
shall ever be construed to create an association, joint venture, trust or partnership, or to
impose a trust or partnership covenant, obligations and liabilities under this Agreement.
No Party shall be under the control of or shall be deemed to control any other Party. No
Party shall be the agent of or have a fight or power to bind any other Party without its
express written consent, except as expressly provided in this Agreement.
1~2~~]~: The ownership of, the title to, and the operation and
maintenance responsibility for any equipment procured with Contributions under the terms
of this Agreement shall be in the name of the UNITED STATES.
~: This Agreement does not confer any liability upon the Customers for any
claim, action or judgment, arising out of or in connection with the work generally
described in this Agreement.
~~: Inasmuch as
the signatories, their contacts and representatives, contributing Customers, and individual
Customer commitments and Contribution(s) under this Agreement may change during the
term hereof, they will be set forth in Exhibits A, B and C respeetiv.,ely. Each of said
exhibits shall become a part of this Agreement during the term fixed by its provisions.
Exhibits A, B and ~ are attaebed hereto, and each shall be in force and effect in accordance
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with its terms until respectively superseded by a subsequent exhibit. Upon signature by the
Agencies and the Program Treasurer, the Escrow Agreement will become a part of this
Agreement and copies will be distributed by Western to all Parties.
21.~X]~CUTION IN COUNTERPART: This Agreement may be executed in a number of
counterparts and shall constitute a single document with the same force and effect as if each
Party had signed all other counterparts.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed the day
and year first above written. The signatories hereto represent that they have been appropriately
authorized to enter into this Agreement on behalf of the Party for whom they sign.
Western Area Power Administration
By:.
By:.
Title :._.._K¢ _t, ional Manager
Address:~
~~. CA 95630
Bureau of Reclamation
By:
Title :.~KeeionalD~e&l~
Address: " -""
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Contract No. 96-SNR-00110
IN WITNESS WI~EREOF, the Parties have caused this Agreement to be executed the
day and year first above written. The signatories hereto represent that they have been
appropriately authorized to enter into this Agreement on behalf of the Party for whom they sign.
(Seal)Cit~ of Pale Alto
Attest:
By:
Title:
By:
Title:
Address:
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Contract No. 96-SNR-00110
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed the
day and year first above written. The signatories hereto represent that they have been
appropriately authorized to enter into this Agreement on behalf of the Party for whom they sign.
(Seal)City of Palo Alto
Attest:
By:
Title:
By:
Title:
Address:.
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Contract No. 96-SNR-00110
IN WITNESS WI~EREOF, the Parties have caused this Agreement to be executed the
day and.year first above written. The signatories hereto represent that they have been
appropriately authorized to enter into this Agreement on behalf of the Party for whom they sign.
(Seal)
Attest:
By:
Title:
City of Palo Alto
By:
Title:,
Address:
35 Contraot No. 96-SNR-00110
Contract No. 96-SNR-00110
RESOLUTION NO.
BE IT RESOLVED BY TI-IE OF
The is authorized, on behalf of
to execute this Agreement with the Western
Area Power Administration entitled Contract No. 96-SNR-00110.
Adopted:
Contract No. 96-SNR-00110
Effec~iv~ August 15, i,
PAGE
* i. Applicability .................................................2
II.
III.
E~TVERX O~ SERVICE PROVISIONS.
2.Character of Service ..........................................2
3.Use of Capacity or Energy in Excess of Contract Obligation ....2
4.Continuity of Service ................................... ......2-3
5.Multiple Points of Delivery ...................................3
~ 6.Metering ......................................................3-4
7.Existence of Transmission Service Contract ....................4
8 Conditions of ~ion Service 4-5
9.Multiple Points of Delivery Involving Direct and Ti-ansmitted
Deliveries ....................................................5
10. Omnstru~tion, Operation, and Maintenance of Contractor’s.................................................. s
II.
12.
13.
14.
15.
16.
Change of Rates .............................................
~ Seasonal or Annual Capacity Charge ..................
sillin~ an~ P~yment .........................................
Nonpayment of Bills in Full When Due ........................
Adjustments for Fractional Billing Period ...................
Adjustments for Curtailments to Firm Service ................
6
6
6-7
7
7
7-8
17.
18.
19.
SALES PROVISIONS.
Resale of Firm Electric Service ...............................8
Distribution Principles .......................................8
Contract Subject tm Colorado River Cc~pact ....................8-9
20.
21.
22.
23
24.
25.
26.
27.
28.
29.
30.
Inspection and Acceptance .....................................
As-Built Dz-awings .............................................
Tnird-Party Use of Facilities .................................
C~nges to Western Control Facilities .........................
Modification of Western Facilities ............................
Construction and Safety Pr~zedur~s ............................
Environmental Ompliance ......................................
Responsibility for Hazardous Materials ........................
9
9
9
I0
i0
i0
i0-Ii
ii
11-12
12
12
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
44.
45.
Authorized Representatives of the" Parties 12
Effect of Section Head~gs ....................................12
Uncontrollable Forces .........................................13
Liability .....................................................13
Cooperation of Contracting Parties 13-14
Transfer of Interest in the Contract ...........................14
Waivers 14
Notices .......................................................14
Contingent Upon Appropriations ........................... .....15
Officials Not to Benefit ......................................15
C~venant Against Contingent Fees ..............................15
Contract Work Hours and Safety Standards ......................15
Equal Opportunity Employment Practices ........................15
Use of Convict Labor ..........................................15
August 15, 1995.
Effective August 15, 1995
I. Applicability.
i.I. ~hese Genea--al Power Contract Provisions shall be a part of
the contract to which they are attached. ~%ese provisions set forth general
co~iitions applicable to the contract. Specific terms~ set forthin the
contract have precedence over any provision herein.
.1.2. If the Contractor has member utilities which are either
~y or ~y receiving benefits fr~ the contract, then the
Contractor shall require such members to ou~ply with the General ~
Ccrrtract Provisions, Articles I0, 17, 18, 19, 29, 30, 36, 43, 44, ard 45.
2. Character of Service.
Electric energy supplied or ~tted urder the contract will be
three-phase, alternating current, at a nominal frequency of sixty (60) hertz
(cycles per second).
3. Use of Capacity or Enerqy in Excess of Contract Obliqation.
The Contractor is not entitled to use Federal power, energy, or
capacity in ~ greater than the Western contract delivery obligation in
effect for each type of service provided for in the contract except with the
approval of Western. Unauthorized overruns of contract delivery obligations
shall be subject to charges specified in the contract or the applicable rate
of authorized overruns, when the approval expires, whi~ever occurs first.
obligation. If additional power, energy, or capacity is not available frcm
Western, the responsibility for securing additional power, energy, or
capacity shall rest wholly with the Contractor.
4. Continuity of Service.
Electric service will be supplied or ~tted om~tinuouslyexcept for: (i) fluctuations, interruptions, or r~ductions due to
uncontrollable forces, as defined in Article 34 ~ncontrollable Forces)
her~in, (2) fluctuations, interruptions, or reductions due to operation of
devices installed for ~ system protectic~; and (3) temporary
fluctuations, interruptions, or reductions, which, in the opinion of the
party supplying the service, are necessary or desir-~ole for the purposes
"Revised August 15, 1995.
of ma~, repairs, r~placements, installation of equi~nent, or
investigation and inspection. Tne party supplying service/ ex~ in c~se of
emergency, will give the party to who service is being provided r~3sonable
advance notice of such tampor-ary interruptions or’ reductions and will r~mcve
the c~use thereof with diligence.
5. Multiple Points of Delivery.
When electric service is supplied at or ~tted to twD or m~re
points of delivery under the same z-ate schedule, said r~te schedule shall
apply separately to the service supplied at or transmitted tn each point of
delivery; Provided, ~hat wher~ the meter readings are ccnsi~ separately,
and during abnormal conditions, the Contractor’s system is interconnected
between points of delivery such that duplication of metered power is
possible, the meter r~itngs at each affected point of delivery will be
adjusted tm compensate for duplication of power demand recorded by meters at
alternate points of delivery due tm abnormal conditions which ar~ beyond the
Contractor’s control or temporary conditions caused by scheduled outages.
6. I. Tne total electric p~4er and energy supplied or transmitted
under the contract will be measured by metering equipment to be furnished and
maintained by Western, a designated representative of Western, or by the
and maintained by the Contractor or another p~wer supplier, as provided in
the oontract, meets the metering standards of Western if such metering
equipment will be used for billing or other acom/nting purposes by Western.
6.2. Mete/s shall be sealed and the seals shall be broken only
upon occasions when the meters ar~ to be inspected, tested, or adjusted, and
r~pr~sentatives of the i~terested parties shall be afforded r~asonable
opportunity to be present upon such occasions. Metering equi~nt shall be
inspected and tested each year by the party r~qxx~ible for meter
maintenance, unless another test interval is agreed upon by the parties.
Meter~ shall also be tested at any reasonable time upon request by either
party hereto, a ~plemantal power supplier, transmission agent, or control
ar~a operator. Any m~mring equipment found to be d~ueaged, defective, or
imccur~te shall’be r~oair~d and r~adjusted or replaced by the party
r~onsible for meter mintenance. Meter~ fourd with broken seals shall be
tested for tampering and, if appropriate, meter rea~ shall be adjusted by
Western ~ to Article 6.3 below.
6.3. ExEept as otherwise provided in Article 6.4 hereof, should
any meter t_hat is needed by Western for billing or other a~ purposes
fail to r~gister aocurately, the electric power and energy supplied or
transmitted during such period of failure to register accurately, shall, for
billing purposes, be estimated byWestern fr~n the best available
information.
"Revised August 15, 1995.
3
6.4. If acceptable inspections and tests of a meter needed by
Western for billing or other accounting purposes disclose an error exceeding
tw~ percent (2%), then correction based upon the inaccuracy found shall be
made of the r~cords of services furnished during tb~ period that such
inaccuracy has existed as determined by Western; Provided, That if such
period of inaccuracy c~nnct be determined, correction shall be made for the
period beginning with the monthly billing period immediately preceding the
6.5. Any co--on in billir~ r~sultir~ fr~ correction in meter
records shall n~rmally be made in the next m~nthly bill rendered by Western
to the Contractmr. Payment of such bill shall constitute full adjustment of
any claim between the parties he~et~ arising cut of inaccuracy of metering
7. ~istence of Transmission Servioe Contract.
If the ccntz-act provides for Western tm furnish services using the
facilities of a third party, the obligation of Western shall be subject to
and contingent upon the existence of a ~ion service contract granting
Western rights to use such facilities. If Western acquires or constructs
facilities which would enable it to furnish ~ service to the Contlmctor,
Western, at its option, may furnish service over its own facilities.
8. Conditions of Transmission Service.
8. I. When t_he electric service under the contract is furnished by
Western over the facilities of others by virtue of a transmission service
~ement, t_he power and energy will be furnished at the voltage available
and under the corditions which exist fr~ time to time on the t_vansmission
8.2. Unless otherwise provided in the contract or attached rate
schedule, the Contz~ctmr shall maintain a power factor at each point of
delivery from Western’s ~sion agent as required by the tz-unsmission
8.3. Western will erdeavor to inform the Contractor from time to
time of any changes contemplated on the system over which the service is
supplied, but the costs of any changes made necessary in the Contractor’s
system because of changes or conditions on the system over which the service
is supplied shall not be a charge against or a liability of Western.
8.4. If the Contractor, because of changes or conditions on the
system over which service under the contract is supplied, is required to make
changes on its system at its ~wn expense in order to continue receiving
service under the contract, then the Contractor may terminate service under
the contract upon not less than sixt~ (60) days’ written n~tice given to
Western prior to making sud% changes, but n~t thereafter.
8.5. If Western notifies the Contractor that electric service
provided for under the contract cannot be delivered to the Contractmr because
of an insufficiency of capacity available to Western in the facilities of
may terminate service under the contract upon not less than sixty (60) days’
written notice given to Western prior to the date on which said capacity
cease~ to be available to Western, but not thereafter.
9.Multiple Points of Delivery Involvin~ Direct a~d Ir~t
Deliveries.
~hen Western has provided line and substation capacity under the
contract for the purpose of delivering electric service directly to the
Contractor at specified direct points of delivery and also has agreed tm
absorb transmission service allowance or ~ for deliveries of energy
over other systam(s) to i~ points of delivery and the Contractor shifts
any of its loads served under~ the contract fr~n di!ect delivery to ir~
delivery, Western will not absorb the t~ion service costs on such
shifted load until the unused capacity, as determined solely by Western,
available at tb~ direct delivery points affected is fully utilized.
i0. Construction, Operation, and Maintenance of Contr~ctor’~
Tne C~ntractmr shall and, if applicable, shall require each of its
members or tr~ion agents to construct, operate, and maintain its power
system in a manner which, as determined by Western, will n~t interfer~ with
the operation of the system of Western or its transmission agents over which
electric services are furnished to the Contractmr under the contract, and in
a manner which will coordinate with the protective relaying and other
protective arz-angements of the system(s) of Western or Western’s transmission
agents. Western my r~duce or discontinue furnishir~ services to the
Contractmr if, after notice by Western, the Contractor fails or refuses to
make such d~%nges as .my be necessary to eliminate an unsatisfactory
condition on the Ccrfcract~r’s power system which is determined by Western to
interfere significantly urder current or probable conditions with any service
supplied fr~ the power system of Western or fr~n the power system of a
~ion agent of Western. Such a reduction or discontinuance of service
will not relieve the Contractmr of liability for any minimum d%arges provided
for in the contract during the time said services are r~duced or
liable in any manner for any claims, demands, costs, losses, causes of
action, damages, or liability of any kind or nature arising out of or
resulting ~ the construction, operation, or m~intenanoe of the
Contractor’s power system.
5
III.RATES, BILLING, AND PAYMENT PRCKrLSlC~S.
ii. ~e of Rates.
Rates applicable urder the contract shall be subject to change by
Western in accordance with appropriate z-ate adjustment procedures. If at any
time the United States promulgates a r~te c~ing a rate then in effect
urder the contr~ct~ it will promptly notify the Contractor thereof. Rates
shall becrm~ effective as tm the contract as of the effective date of such
rate. ~he Contractor, by written notice to Western within ninety (90) days
after the effective date of a rate charge, may elect to terminate the service
billed by Western under the new rate. Said termination shall be effective on
the last day of the billing period r~quested by the Contractor not later than
two (2) years after the effective date of the new rate. Service provided by
Western shall be paid for at the new rate rec!azdless of w~ether the
12. Minimum Seasonal or Annual C~pacit7 Charqe.
~ the rate in effect under the cont_l-act provides for a minimum
seasonal or annual c~pacity charge, a statement of the mind!man capacity
charge due, if any, shall be included in the bill rendered for service for
the last billing period of the service season or contract year as
appropriate, adjusted for increases or decreases in the contract rate of
delivery and for the number of billir~ periods during the year or season in
which service is net provided. Where multiple points of delivery are
involved ard the contract rate of delivery is stated to be a maximum
aggregate rate of delivery for all points, in determinir~ the ~
seasonal or annual capacity charge due, if any, the monthly capacity charges
at the irdividual points of delivery shall be added together.
13. Billing~ and Payment.
13.1. Western will issue bills to the Contractor for servioe¯
furnished during the pr~ month within ten (i0) days after the end of
the billing period.
13.2. If Western is Unable to issue a timely m~nthly bill, it may
elect to r~nder an estimated bill for that month tm be followed by the final
bill. Such estimated bill shall be subject to the same payment pr~visions as
a final bill.
13.3. Payments are due ald payable by the CDntractor before the
close of business on the twentieth (20th) calendar day after the date of
issuance of each bill or the next business day ~fter if said ~ay is a
Saturday, Sun~y, or ’Federal holiday. Bills shall be considered paid when
payment is received by Western; Provided, Tnat payments received by mail will
be accepted as timely and without assessment of the c~e provided for in
Article 14 (Nonpayment of Bills in Full When Due) if-a United States Post
Office. first class mail postmark indicates the payment was mailed at least
three (3) calendar days before the due date.
6
13.4. ~TP_never the parties agree, payments due Western by the
Ccrfcz-actcr ~ay be offset ag-ui!uRt payments due the Oontr~ctmr by Western for
the sale or ex~e of electric poxer ard energy, use of transmission
facilities, operation and maintenarce of electric facilities, and other
services. For services included in net billir~ procedures, payments due one
party in any month shall be offset against payments due the other party in
such month, and the resulting net balance sh~ll be paid to the party in whose
favor such balance exists. Tne parties shall exc~e such reports and
information that either party requires for billing purposes. Net billing
shall not be used for any amounts due which are in dispute.
14. Nor~ayment of Bills in Full When Due.
" 14.1. Bills not paid in full by the Contractor by the due date
specified in Article 13 (Billing and Payment) hereof shall bear a charge of
five hurdr~dtbs percent (0.05%) of the principal sum unpaid for each day
Western will also assess a fee of twenty-five dollars ($25.00) for processing
a late payment. Payments received will first be applied to the charges for
late payment assessed on the principal and then to payment of the principal.
14.2. Western shall have the right, upon not less than fifteen
specified in the contract for nonpayment of bills in full when due, and to
refuse to resume such services so long as any part of the amount due memains
unpaid. Such a discontinuance of service will not relieve the Contractor of
liability for minimum d~Irges during the time service is so discontinued.
remedies available to Western either by law or in equity, for the breach of
any of the terms hereof.
15. Adjustments for Fractional Billinq Period.
For a fractional part of a billing period at the beginning or end
of electric service, at the beginning or er~ of irrigation pumping service
each year, a fractional billing period under a new rate schedule, and for
fractional periods due to withdrawals of electric services, the demard or
capacity charge and ~ c~es shall each be proportionately adjusted in
the ratio that the number of hours that electric service is available to the
Contractor in such fractional billing period bears to the total number of
hours in the billing period involved.
16. Adj~ for Curtailments to F~ Service.
16. I. Billing adjustments will be made if firm electric servioe
is interrupted or reduced because of conditions on the power system of the
United States for periods of i hour or longer in duration each. Billing
adjustments will not be made when such curtailment of electric service is due
to a request by t_he Contractor or a discontimmnc~ ~f electric service by
Western pursuant to Article 14 (Nonpayment of Bills In Full ~hen Due). For
purposes of billing adjustments under this Article, the term polar system of
the United States shall include tr-dnsmission facilities used under contract
Revised Au~just 15, 1995.
7
16.2. qlqe total number of hours of curtailed firm electric
service in any billing period shall be determined by adding: (i) the sum of
the number of hcurs of in~ electric service to (2)the product, for
each r~duction, of: the number of hours of reduced electric service and the
per~_ntage by which electric service was reduced below the delivery
obligation of Western at the time of each said r~duction of electric service.
The demand or capacity charge and applicable ~ c~irges sh~ll each be
proportionately adjusted in the ratio that the t~tal number of hours of
electric service determined to have been curtailed bears tm the total number
of hours in the billing period involved.
16.3. ~he Contractor shall make written claim within thirty (30)
days after receiving the monthly bill, for adjustment on account of any
curtail~ent of firm electric service, for periods of 1 hour or longer in
duration each, alleged to have ~ that is not r~flected in said bill.
Failure tm make such written claim, within said thirty-day (30-day) period,
shall constitute a waiver of said claim. All curtailments of electric
service, which are due to conditions on the power system of the United
States, shall be su~ect to the provisions of this section; ~rovided, That
witblrawal of power and energy under the contract shall net be considered a
curtailment of electric service.
17. ~esale of F~rm Electric Service ~holesale Sales for Resale)
q~e Contractor shall not sell any firm electric power or energy
supplied urder the contract to any electric utility customer of the
Contractor for r~sale by that utility customer; Provided, ~hat the Contractmr
members on condition that said members not sell any of said power and energy
to any ~ of the member for resale by that customer.
18. Distribution Principles.
The Contractor agrees that the benefits of firm electric power or
energy supplied under the contract shall be made available to its consumers
at rates that ar~ established at the lowest possible level consistent with
sound business principles, and that these rates will be established in an
ope~ and public manner, q~e C~ntractor further agrees that it will identify
the costs of firm electric power or energy supplied under the contract and
power frcm other sources to its consumers upon request. ~e ~ctor will
den~nstr-ate ccmpl~ with the requir~m~//¢~ of this Article tm Western upon
19. Contract Subject to Colorado River C~mpact.
Where the energy sold under the contract is generated fr~n waters
of the Colorado River system, the contract is made upon the express condition
subject to and oontrolled by the Colorado River C~ct approved by Section
13(a) of the Boul ~d~r Canyon Project Act of December 21, 1928, (45 Stat. 1057)
"B~visedAugust 15, 1995.
8
controlled by said Colorado River Compact in the construction, management,
ard cpel-ation of the dams, reservoirs, ard powerplants frcm which electrical
ard in the storage, diversion, delivery, and use of w~ter for the generation
of electrical energy t~ be delivered by Western to the Cont/~ct~r under the
2O. Design Appro l.
All facilities, oonstruction, and installation by the Contractor
pursuant tm the contract shall be subject to the approval of Western.
Facilities interc~nnections shall normally oonform to Western’s current
"General ~ for Interconnection," in effect upon t_he signing of the
contract document providing for each interconnection, copies of which are
available from Western. At least ninety (90) days, unless otb~_rwise agreed,
prior to the date the Contractor proposes to c~n~_nce construction or to
incur an obligation to purchase facilities to be installed pursuant tm the
contract, whichever date is the earlier, the Contractor shall su~t, for the
approval of Western, detailed designs, drawings, and specifications of the
facilities the C~ntractor proposes to purchase, construct, ar~ install. The
Contractor assumes all risks for construction omn~erced or obligations to
purchase facilities ~ prior to receipt of approval ~ Western.
Western review ard approval of designs and construction work in no way
implies t_hat Western is certifying that the designs meet t_he Contractor’s
needs.
21. //~ion and Acceptance.
Western shall have the right to inspect the materials and work
furnished by the Contractor, its agents, employees, and subccnt_vactors
.pursuant to the contract. Such inspections shall be at reasonable times at
the worksite. Any materials or work that Western determines is defective or
not in aocordance with designs, drawings, and specifications, as approved by
Western, shall be replaced or modified, as cl~ by Western, at the sole
expense of the Contractor before the new facilities ar~ energized.
22. As-Built Drawings.
Within a reasonable time, as determined by Western, after the
completion of construction and installation of facilities pursuant tm the
contract, the COntz-actmr shall submit to Western marked as-built prints of
r~producible drawings the Contractor has prepamed showing facilities of
Western. ~he Oontz-actor’s drawings of Western facilities shall use drawing
title blocks, dr-awing numbers, and sb~ll be prepa~ in accordance with
or complete said drawings and bill the Contractmr if the Contractor fails to
provide such drawings to Western within a reasonable time as determined by
Western.
9
23. i. ~he Cont~ctor shall identify all m~vable equipment and, to
the .extent agreed upon by the parties, all other salvageable facilities
constructed or installed on United States right-of-way or in Western
substations ~ to the contract which are c~ned by the Contractor, by
p~y affixir~ thereto suitabla markers clearly identifying the
Contractor as the c~er of said equi~rent and facilities.
23.2. If requested by the Contrmctor, Western shall identify all
mc~able equipment and, to the extent agreed upon by the parties, all other
salvageable facilities constructed or installed on the Contrmctor’ s
right-of-~ray or in the Oontractor’s substations pursumnt to the contract
which are c~n~ed by the United States, by permanently affixing thereto
suitable markers clearly identifying the United States as the owner of said
equipment and facilities.
24. Xhi_rd-Pmrty Use of F~cilities.
~he Contractor shall notify. Western of any proposed system change
relating to the facilities governed by the contz-act or allowing third-party
use of the facilities governed by the contrmct. If Western notifies the
Contractor that said system change will, as solely determined by Western,
adversely affect the operation of Western’s system the Contractor shall, at
no cost to Western, provide a solution to said adverse effect acceptable to
Western.
25. Chan~es to Western Control Fmcilities.
If at any time during the term of the contrmct, Western det~
that changes or additions to control, relay, or c~cations facilities are
neces~ to maintain the reliability or control of Western’s tr~ion
system, ar~ said chan~es or additions are entirely or partially requ~
becmuse of the Contz-actor’s equipment installed under the contract, such
c~es or additions shall, after consultation with the Contractor, be made
by Western with all costs or a proportionate share of all costs, as
determined by Western, to be paid by the Contractor. Western shall notify
the Contrmctor- in writing of the necessary changes or additions and the
estimated costs to be paid by the Contractor. If the Contr~ctmr fails to pay
its share of said estimated costs, Western shall have the right, after giving
sixty (60) days’ written notice to the Contrmctor, to terminate the
applicmble facility installation pr~visions of the contract an~ require the
rem~v~l of the Contractor’s facilities.
26. Modification of Western Facilities.
Western reserves the right, at any time, to modify its facilities.
Western shall keep the Contrmctor informed of all planned m=dific~tions to
Western facilities whic~ impact the facilities installation pursuant to the
contract. Western shall permit the Contractor to change or modify its
facilities, in a manner satisfactory to and at no cost or expense to Western,
to retain the facilities ~nnection pursuant to the contract. At the
Contractor’s cpti~on, Western shall cooperate with the Contractmr in planning
I0
alternate arrangements for service which shall be implemented at no cost or
expense t~ Western. ~he C~ntractcr and Western shall modify the contract, as
necessary, to conform to the new facilities arrangements.
27. ~ssion Rights.
If the contract involves an installation which sectionalizes a
Western transmission line, the Contractor her~ agrees to provide a
transmission path t~ Western across such sectionalizing facilities .at no cost
or expense to Western. Said ~ion path shall be at least equal, in
terms of capacity and raliability, to the path in the Western transmission
line prior, to the installation pursuant t~ the contract.
28. Construction and Safety Procedure.
28.1. The Contractor hereby acknowledges that it is aware of the
hazards inherant in high-voltage electric lines and substations, and hereby
assumes full responsibility at all times for the adoption and use of
necessary safety measures required to prevent accidental harm t~ personnel
engaged in the construction, inspection, testing, operation, maintenance,
replacement, or removal activities of the Contractor pursuant to the
contract. ~ Contractor and the authorized employees, agents, and
subcontractors of the Contractor shall comply with all applicable safety laws
and building anf oonstruction codes, including the provisions of Western’s
currant "P~er Syste~ Safety Manual," "O3nstruction, Safety, ard Health
~," and "Power System Clearance Procedures" in effect upon the
signing of the contract; Except, That, in lieu of the. safety program requir~
herein, the Contractor may provide sufficient information to demonstrate that
the Contractor’s safety program is satisfactmry to the United States.
28.2. The Contractor and its authorized employees, agents, and
subcontractors shall familiarize themselves with the location and character
of all the transmission facilities of Western and intero~nnections of others
r~lating to the work performed by the C~ntractmr under the contract. Prior
to starting any construction, installation, or r~srmral work, the Contractor
shall submit a plan of procedure to Western which shall irdicate the sequence
and method of performing the work in a safe manner. No work shall be
performed by the Contractor, its employees, agents, or subcontractmrs until
written authorization to proceed is obtained from Western.
28.3. At all times %ahen the Contractmr, its employees, agents,or
subccntz~ctors are performing activities of any type pursuant to the
contract, such activities shall be under supervision of a qualified employee,
agent, or subcontractor of the Contractor who shall be authorized to
represent the Contractor in all matters pertaining, to the activity being
performed. ~he Contractor and Western will keep each other informed of the
names of their designated representatives at the site.
28.4. Upon completion o~ its work, the Contractor shall r~m~ve
fzz~n the vicinity of the right-of-way of the United States all buildings,
rubbish, used materials, concrete forms, and other like material belonging to
the Contractor or used under the Contractor’s direction, and in the event of
failure to do so .the same my be removed by Western at the expense of the
ODntractor.
II
28.5. In the event the Contractmr, its employees, agents, or
subcontractors fail to comply with any provision of this Article, or Article
21 ( Inspection ard Acc~) here in, Western or an authorized
representative may issue an order to step all or any part of the work until
such time as the Contractor de~nstrates compliance with the provision at
issue. %~ne C~ntractor~ its ~mployees, agents, or subcontractors shall make
no claim for compensation or damages resulting fr~ such work ~ge.
29. Environmental Ccmpliance.
Facilities installed under the contract by any party shall be
constructed, operated, maintained, replaced, and removed subject to
compliance with laws, executive orders, and r~gulations applicable to that
party, including the National Environmental Policy Act of 1969, as amerded,
36 CFR 800, ar~ the ~icgical Resources Protection Act of 1979.
30. Responsibility for Hazardous Materials.
located on the other party’s substation, switchyard, right-of-way, or other
property, the equi~m~ent owner shall be responsible for all activities related
requirements of the Toxic Substances Control Act (15 U.S.C 2601 et seq~, the
Solid Waste Disposal Act and the Resource Conservation Env~tal
Response, Compensation, and Liability Act of 1980 (42 U.S.C. 9601 et seq~,
and the r~gulations implementing these laws, as they may be amended, ard any
other existing or subsequent applicable Federal or state laws and
regulations. Ead~ party shall label its equipment oontainir~ hazardous
material in accordance with appropriate laws and r~gulaticns. If the party
c~ning the equi~_nt does not perform activities r~gdred urder appropriate
laws and regulations within the time frame specified therein, t_he other party
may perform or cause to be performed the required activities after notioe to
and at the sole expense of the party owning the equipment.
31. Authorized Representatives of the Parties.
Each party to the contract, by written n~tice to the other, shall
designate the representative(s) who is (are) authorized to act in its behalf
with respect to those matters contained in the ccrfcract which ar~ the
functions ard responsibilities of the authorized re~_ntatives of the
parties. Each party may change the designation of its authorized
representative(s) upon oral notice given to the other, confirmed pmumptly by
32. Effect of Section Headinc~.
Section headings or Article titles appearing in the contract or
these General Power Contract Provisions ar~ inserted for convenience only and
shall not be construed as interpretations of text.
"R~vised August 15, 1995.
12
33. OperatinqGuidelines and ~ocedure~.
~he parties ~tm the contract may agree u~on and put ~ effect
fr~a time to time, such other written guidelines ar~ procedures as may be
required in order to establish the methods of operation of the power system
to be follc~ed in the performance of the contract.
34. Uncontrollable For~es.
Neither party to the contract shall be considered to be in default
in performance of any of its obligations under the contract, except to make
payment as specified in Article 13 (Billing and Payment) herein, when a
failure of performance shall be due to an uncontrollable foroe. ~ne term
’%!ncontrol!able for~e" means any cause beyond the control of the party
affected, including but not restricted to, failure of or ~t of failure of
facilities, flood, ear~, storm, fire, lightning, epidemic, war, riot,
civil distuz~x~ or disobedience, labor dispute, labor or material shmrtage,
sabotage, ~ by court order or public authority ard action or
nonaction by, or failur~ to c~tain the necessary authorizations or approvals
fr~, any governmental agency or authority, which by exercise of due
diligence such party could n~t reasonably have been ex~ tm avoid and
which by exercise of due diligence it shall be unable to over~m~. ~Nothing
contained her~in shall be construed to require a party to settle any
strike or labor dispute in which it may be involved. Either party rendered
unable to fulfill any of its obligations under the contract by reason of an
uncontrollable foroe shall give prompt written notice of such fact to the
other party ard shall exercise due diligence to remove such inability with
all reasonable dispatch.
35. Liability.
35.1 ~he Contractor hereby agrees to irdemnify and hold
harmless the United States, its employees, agents, or contractors, ~ any
loss or damage and from any liability on account of personal injury, death,
¯ or property damage, or claims for personal injury, death, or property damage
of any nature whatsoever and by whomsoever made arising out of the
CDntract~r’s, its employees’, agents’, or subcontractors’, cemstruction,
operation, maintenance, or replacement activities under the contract.
35.2 ~he United States is liable only for negligence on t_he part
of its officez~ and employees in accordance with the Federal Tort Claims Act,
36. Cooperation of Contzmctinq Parties
If, in the operation and maintenance of their respective power
systems orelectric~lequi~m~_ntandthe utilization thereof for thepurposes
of the contract, it ~ necessary by reason of any emergency or
extrao~ .condition for either party to request the other to furnish
personnel, materials, tools, and equipment for theaoc~m~lishment~f,
13
the party so requested shall cooperate with the c~cher and render such
assistance as the party so requested may determine to be available. The
party making such request, upon receipt of properly itemized bills fr~n t_he
other party, shall reimburse the party rerdering such assistance for all
costs properly and reasonably incurred by it in such performance, including
administrative and general expenses, such costs tobe determined on the basis
of current charges or rates used in its ~ operations by the party rerdering
assistance. Issuance and payment of bills for services provided by Western
shall be in accordance with Articles 13 (Billing and Payment) and 14
(Nonpayment of Bills in Full When Due) herein. Western shall pay bills
issued by the Ccntz-actor for services provided as soon as t_he necessary
vouchers can be prepared which shall normally be within twenty (20) days.
37. Tr-dnsfer of ~ in Contract.
37.1 NO voluntary transfer of the contract or of the rights of
the Onntractor t~der the contract sh~ll be made wi~ the written approval
of the Administrator of Western; Provided, That if the Contractor operates a
project financed in whole or in part by the ~ Utilities Service, the
Contractor may transfer or assign its interest in the contract to the Rur~l
Utilities Service or any other department or agency of the Federal Gov~
without such written appr~ral; .Provided further, That any successor to or
assignee of the rights of the Contractor, whether by voluntary transfer,
judicial sale, ~foreclosure sale, or otherwise, shall be subject to all the
pr~visions ard conditions of the contract to the same extent as th~ sud%
successor or assignee were the original Contractor urder the contract; and,
Prc~ided further, That the execution of a mortc!age or trust deed, or judicial
or foreclosure sales made thereunder, shall not be deemed voluntary tr-dnsfers
within the meaning of this Article.
37.2 Unless otherwise provided by legislation, any successor to
~Western shall be subject to al! the provisions ard conditions of the contract
to the sa~ extent as th~ such successor were an original signatory to the
38. Waivers.
Any waivers at any time by either party to the contract of its
rights with respect to a default or any other matter arising under or in
connection with the contract shall not be deemed a waiver with respect to any
subsequent default or matter.
39. Notices.
Any n~tice, demand, or request ~ by the ccrfcz-act or the
pr~visions of these Articles to be in writin~ shall be c~nsi~ prqoerly
given when delivered in person, or sent by either registered or certified
mail, postage prepaid, or prepaid telegram acklressed to each party’s
authorized representative at the principal offices of the party. The
designation of the person to be n~tified my be ~ at any time by
similar notice.
"Revised Au~ust 15, 1995.
14
40. Contir~en~ Upon Appropriations.
~ activities provided for in the contract extend beyond the
current fiscal year, continued experdi~ by the United States
contingent upon Congress making the necessary appropriations ~ for the
continued performance of the United States obligations urger the contract.
the failure of Cc~gress tm make such appropriation.
41. officials Not to Benefit.
No member of or delegate to Ccmgress or Resident C~m~issi~ner
shall be admitted to any share or part of the contract or to any benefit that
may have arisen from the contract, but this r~striction shall not be
construed to extend to the contract if made with a corporation or ccmpany for
its general benefit.
42. Covenant A~ainst Contimqent Fees.
~he Ccr~ractor warrants that no person .or selling agency has been
employed or retained to solicit or secure the contract upon an a~ or
understandir~ for a ccmm~ission, percentage, brokerage, or contingent fee,
ex~ing bona fide employees or bona fide established c~m~ercial or selling
agencies maintained by the Contractor for the purpose of securing business.
For br~ach or violation of this ~ty, Western shall have the right to
annul the contract without liability or in its discretion to deduct fr~ the
contract price or consideration the full amc~nt of such commission,
percentage, brokerage, or contingent fee.
43. Contract Work Hours and Safety Standards.
The contract, to the extent that i~ is of a character specified in
Section 103 of the Contract Work Hours and Safety Standards Act (Act), 40
U.S.C.A. (329 (1986), is subject to the provisions of the Act, 40 U.S.C.A.
((327-333 (1986), add to regulations promulgated by tb~ Secretary of Labor
44. ~I, Opportunity, Employment Practices.
Section 202 of Executive Order No. i1246, 43 Fed. Reg. 46501
(1978), which provides, among other things, that the Contractor will not
discriminate against any employee or applicant for employment because of
race, color, r~ligion, sex, or national origin, is ~ncorpor~ted by referenoe
45. Use of Convict Labor.
The Om~tr~ctor agrees not to employ any person undergoing
sentence of imprisonment in performing the contract exDept as provided by 18
UoS.Co 4082(c)(2) and Exeo!tive Order 11755, December 29, 1973.
15
Exhibit A to
Contract No. 96-SN-R-00110
(List of Signatories to Agreement)
1. This Exhibit A, to be effective under and as a part of Contract No. 96-SNR.-00110
(hereinat~er called the Agreement) shall become effective concurrently with the Agreement, and
shall remain in effect until either superseded by another Exhibit A or upon termination of the
Agreement.
2. Western will update this Exhibit A, as needed, to reflect those Customers who become
signatories to the Agreement. The following Customers have signed the Agreement:
Customer Name
Customer Contact
Address
Customer Representative
Address
Contract No. 96-SNR-00110
(List of Contributing Customers)
Exhibit B
Contract No. 96-SNR-00110
1.This Exhibit B, to be effective under and as a part of Contract No. 96-SNR-00110
(hereinafter called the Agreement) shall become effective concurrently with the Agreement, and
shall remain in effect until either superseded by another Exhibit B or upon termination of the
Agreement,
2.Western will update this Exhibit B, as needed, to reflect those Customers agreeing to
provide Contributions under the terms of this Agreement.
Contract No. 96-SNR-00110
z
Exhibit C
City of Palo Alto
Contract No. 96-SNR-00110
Exhibit C
(Individual Customer Commitment and Contribution)
1. This Exhibit C, to be effective under and as a part of Contract No. 96-SNR-00110
(hereinafter called the Agreement) shall become effective upon execution, and shall remain in
effect until either superseded by a revised Exhibit C or upon termination of the Agreement.
2. The City of Palo Alto agrees to make a Contribution pursuant to Section 8 of the
Agreement for the Fiscal Year and in the amount specified in Section 3 below. The minimum
Contribution commitment level required to qualify as a Contributor pursuant to Section 5.4 of the
Agreement is indicated in Column 2 of the table shown in Section 3 below.
3. Please specify the Contribution commitment level(s) in the appropriate row(s) for the
applicable FY(s).
Column
FY
1998
1999
2000
2001
2002
Co|unto 2
Section 5.4
Qualifying Amount
in Dollars
N/A
N/A
N/A
206,995.71
206,995.71
Column 3
Contribution
Commitment Level
Amount in Dollars
206,995.71
206,995.71
Column 4 Column
Revision No.O
Contribution
Commitment Level
Amount in Dollars
Revision No. O
Contribution
Commitment Level
Amount in Dollars
The signature below commits the Customer named to make Contributions, for the
specified Fiscal Year(s), up to but not greater than the level indicated in the latest revision of the
Contribution commitment level for a specific FY.
City of Palo Alto
Date of Execution:By:
Title:
Address:
Exhibit
City of Palo Alto
Contract No. 96-SNR-00110
Exhibit C
(Individual Customer Commitment and Contribution)
1. This Exhibit C, to be effective under and as a part of Contract No. 96-SNR-00110
(hereinafter called the Agreement) shall become effective upon execution, and shall remain in
effect until either superseded by a revised Exhibit C or upon termination of the Agreement.
2. The City of Palo Alto agrees to make a Contribution pursuant to Section 8 of the
Agreement for the Fiscal Year and in the amount specified in Section 3 below. The minimum
Contribution commitment level required to qualify as a Contributor pursuant to Section 5.4 of the
Agreement is indicated in Column 2 of the table shown in Section 3 below.
3. Please specify the Contribution commitment level(s) in the appropriate row(s) for the
applicable FY(s).
Column I Column 2
FY Section 5.4
Qualifying Amount
in Dollars
1998 N/A
1999 N/A
2000 N/A
2001 206,995.71
2002 206,995.71
Column 3 Colunm 4 Column 5
Contribution
Commitment Level
Amount in Dollars
206,995.71
206,995.71
Revision No.O
Contribution
Commitment Level
Amount in Dollars
Revision No. 0__
Contribution
Commitment Level
Amount in Dollars
The signature below commits the Customer named to make Contributions, for the
specified Fiscal Year(s)i up to but not greater than the level indicated in the latest revision of the
Contribution commitment level for a specific FY.
City of Palo Alto
Date of Execution:By:
Title:
Address:
Exhibit ¢
City of Palo Alto
Contract No. 96-SN-R-00110
Exhibit C
(Individual Customer Commitment and Contribution)
1. This Exhibit C, to be effective under and as a part of Contract No. 96-SNR-00110
(hereinafter called the Agreement) shall become effective upon execution, and shall remain in
effect until either superseded by a revised Exhibit C or upon termination of the Agreement.
2. The City of Palo Alto agrees to make a Contribution pursuant to Section 8 of the
Agreement for the Fiscal Year and in the amount specified in Section 3 below. The rninimtun
Contribution commitment level required to qualify as a Contributor pursuant to Section 5.4 of the
Agreement is indicated in Column 2 of the table shown in Section 3 below.
3. Please specify the Contribution commitment level(s) in the appropriate row(s) for the
applicable FY(s).
Colunm 1 Column 2
FY Section 5.4
Qualifying Amount
in Dollars
1998 N/A
1999 N/A
2000 N/A
2001 206,995.71
2002 206,995.71
Column 3
Contribution
Commitment Level
Amount in Dollars
206,995.71
206,995.71
Column 4
Revision No.O
Contribution
Commitment Level
Amount in Dollars
Column 5
Revision No. O
Contribution
Commitment Level
Amount in Dollars
The signature below commits the Customer named to make Contributions, for the
specified Fiscal Year(s), up to but not greater than the level indicated in the latest revision of the
Contribution commitment level for a specific FY.
City of Palo Alto
Date of Execution:By:
Titlei
Address: