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2004-10-18 City Council (2)
City of Palo Alto City Manager’s Report TO:HONORABLE CITY COUNCIL FROM:CITY MANAGER DEPARTMENT: UTILITIES DATE: SUBJECT: OCTOBER 18, 2004 CMR:423:04 ADOPTION OF A RESOLUTION OF THE CITY OF PALO ALTO AUTHORIZING THE APPROVAL OF AMENDMENT NO. 4 TO THE AGREEMENT FOR FUNDING OF OPERATION AND MAINTENANCE FOR THE CENTRAL VALLEY PROJECT POWER FACILITIES AND AUTHORIZATION TO THE CITY MANAGER TO EXECUTE AMENDMENT NO. 4 TO THE AGREEMENT RECOMMENDATION Staff reconm-~ends that the City Council adopt the attached resolution authorizing the City Manager to execute the attached Amendment No. 4 to the Agreement for Funding of Operation and Maintenance for the Central Valley Project Power Facilities (Amendment). Staff also request that the Council delegate to the City Manager the authority to sign the Amendment No. 4. BACKGROUND After 2004, Western Area Power Administration (Western) will continue to provide the City’s largest share of electricity. Most of the power marketed by Western is generated by the Central Valley Project (CVP) hydroelectric plants operated by the Department of Interior’s Bureau of Reclamation (Reclamation). A variety of money-saving investment and spending opportunities arise in the maintenance, replacement and addition of equipment for the CVP and at Western. However, reductions in federal budgets in past years put significant constraints on Western and Reclamation’s ability to pursue economic opportunities to maintain and improve the efficiency of the CVR Therefore, the City, CMR:423:04 Page 1 of 3 along with several dozen other Western customers, entered into the Agreement for Funding of Operations and Maintenance (O&M) for the CVP Power Facilities (CMR: 138:97 on February 10, 1997) in order to take advantage of these opportunities (provided as Attachment A to this CMR and referred to as "Agreement" in this CMR). Amendment No. 1 to the Agreement was a minor amendment adopting ~Vestern’s standard general power contract provisions as applicable to the Agreement. Amendment No. 2 was another minor amendment binding parties’ successors to the terms of the Agreement and requiring Governance Board (the board formed among participants to the Agreement that approves the O&M plans that are funded through the Agreement) approval of assignment of the Agreement. Amendment No. 3 permitted the larger capital improvement projects to be funded without requiring a separate customer funding agreement. DISCUSSION The Agreement specifies several types of customers to be represented on the governing board. One of these types is the Small Customer. The Agreement currently defines small customer as one having a Contract Rate of Delivery less than 20 Megawatts. That definition will not be applicable after 2004 only because there will no longer be Contract Rates of Delivery. That term is being replaced by the term Base Resource percentage. Amendment 4 changes the definition of a Small Customer to be "A customer with a ...Base Resource percentage of 1.328% or less under the 2004 Marketing Plan .... ". Palo Alto will continue to retain a seat on the governance board. Signing this Amendment facilitates Western’s and the Bureau’s continued inclusion of small customers in the governance of the Agreement. Failure to approve this Amendment may harm the goodwill enjoyed by the City and may cause minor harm to the City in the long-term. Failure to approve this amendment may lead to loss of small customer participation in the O&M funding program and a loss of funds to implement projects that benefit all customers including Palo Alto. This Amendment can be enacted only after all of the original signatories to the Agreement approves the Amendment. Because the City is one of the 30 signatories to the original Agreement, the City’s execution of the Amendment is needed to enable the Amendment. RESOURCE IMPACT Approval of this Amendment has no impact on resources. Failure to approve this Amendment could have a minor, long-term adverse impact on staff workload and on the cost and amount of federal power available. CMR:423:04 Page 2 of 3 POLICY IMPLICATIONS This recommendation is consistent with the City Council approved Utilities Strategic Plan to preserve a supply cost advantage compared to the market price (Strategy 2). The continued funding of Western and Reclamation O&M allows Reclamation to produce more electricity through efficiency improvements at its facilities for a given water release consistent with the City’s Green Government Pledge. ENVIRONMENTAL REVIEW Approving this Amendment to the O&M funding agreement does not constitute a project for the purpose of the California Environmental Quality Act. ATTACHMENTS: A.Resolution Of the City Of Palo Alto approving Amendment No. 4 to Agreement for Funding of Operation and Maintenance for the Central Valley Project Power Facilities B.Agreement for Funding of Operation and Maintenance for the Central Valley Project Power Facilities C. Amendment No. 4 to Agreement for Funding of Operation and Maintenance for the Central Valley Project Power Facilities PREPARED BY: TC Sr. Resource Originator DEPARTMENT HEAD: CITY MANAGER APPROVAL: :H Director of Utilities ~AMILY HAB/~SON ssistant Ci~ Manager CMR:423:04 Page 3 of 3 ***NOT YET APPROVED*** RESOLUTION NO. RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO APPROVING AMENDMENT NO. 4 TO AGREEMENT FOR FUNDING OF OPERATION AND MAINTENANCE FOR THE CENTRAL VALLEY PROJECT POWER FACILITIES WHEREAS, the City of Palo Alto (~City") has negotiated and executed severa! contracts with the Western Area Power Administration of the U.S. Department of Energy ("WAPA"), including an Agreement For Funding Of Operation and Maintenance For The Central Valley Project Power Facilities ("O&M Funding Contract"); and WHEREAS, the City has provided funds to WAPA and the U.’S. Bureau of Reclamation to pay for the operation, maintenance and improvements to the Central Valley Project and the Shasta Dam, among other facilities; WHEREAS, these federal agencies are repaying these funds by crediting Palo Alto’s account for energy received in the amount of the funds the City contributes in the month fol!owing the contribution; and WHEREAS, the parties by Amendment No. 4 to the O&M Funding Contract ("Amendment No. 4") intend to change the definition of "Small Customer" (a customer with a Base Resource percentage of 1.328% or less under the 2004 Market Plan) as set forth in Section 5.23 of the O&M Funding Contract, to conform with Western’s 2004 Power Marketing Plan. NOW, THEREFORE, the Council of the City of Palo Alto does hereby RESOLVE as fol!ows: SECTION i. The Council hereby approves Amendment No. 4 to the Agreement for Funding of Operation and Maintenance for the Central Valley Project Power Facilities. The Counci! hereby authorizes the City Manager to sign the Amendment No. 4 on behalf of the City of Palo Alto. // // // // 041004 cl 0072438 3_ ***NOT YET APPROVED*** SECTION 2. The Counci! finds that the adoption of this resolution does not constitute a project under the California Environmental Quality Act,and therefore no environmental assessment is required. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST:APPROVED: City Clerk Mayor APPROVED AS TO FORM:City Manager Senior Asst. City Attorney Director of Administrative Services Director of Utilities 041004 cl 0072438 2 Contract No. 96-SNR-00110 UNITED STATES DEPARTMENT OF ENERGY WESTERN AREA POWER ADMINISTRATION SIERRA NEVADA CUSTOMER SERVICE REGION CENTRAL VALLEY PROJECT, CALIFORNL4 UNITED STATES DEPARTMENT OF THE INTERIOR BUREAU OF RECLAMATION MID-PACWIC REGION CENTRAL VALLEY PROJECT CUSTOMERS AGREEMENT FOR THE FUNDING OF OPERATION AND MAINTENANCE FOR CENTRAL VALLEY PROJECT POWER FACILITIES o o o 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 6.7 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 8.2.9 8.2.10 Preliminary O&M Work Plans ................................12 Prioritization 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 Activities 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 ........................................15 i Contract No. 96-SNR-00110 10. 11. I2. 13. 8.3 8.4 8.2.1 t 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 INDIVII)UAL 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 Agency(ies) ................30 AUDIT RIGHTS .......................................................31 12.1 Audit Request ....................................................31 12.2 Information Concerning Work Performed ...............................31 SUCCESSORS AND ASSIGNS ...........................................32 ii Contract No. 96-SN-R-00110 14. 15. 16. 17. 18. 19. 20. 21. ENFORCEABK~ITY ....................................................32 SEVERABILITY .......................................................32 GENERAL POWER CONTRACT PROVISIONS .............................33 RELATIONSHIP OF THE PARTIES .......................................33 OWNERSHIP RIGHTS ..................................................33 LIABII.ITY ...........................................................33 ATTACHMENTS AND EXH]J3ITS MADE PART OF AGREEMENT ............33 EXECUTION IN COUNTERPART ........................................34 RESOLUTIONS GENERAL POWER CONTRACT PROVISIONS (Augx~st 15, 1995) EXHIBIT A EXHIBIT B EXHIBIT C ATTACHMENT 1 (Escrow Agreement) iii Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 PREAMBLE: This Agreernem is made this/2~/,xla¥ 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 Stat. 844); August 4, 1939 (53 Stat. 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 Custorner Service Region, the officer executing this Agreement, or a duly appointed successor, 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. 1 Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXPLANATORY RECITALS: 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 Western’s O&M Activities may also decrease in the furore. 2.2 Adequate Funding Source: 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 Purpose of Agreement: 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 offimds 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 CV-P water customers, contributed funding for the portion suballocated to water customers is not included in this Agreement. 2.4 Agreement Description: 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. 2 Contract No. 96-SNR-00110 I 2 3 4 5 6 7 8 9 10 11 12 13 !4 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3.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 Term: 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 Termination: The Governance 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. 5.DEFINITION OF TERMS: As used herein, the following terms shall have the following meanings when used with initial capitalization, whether singular or plural: 5.1 Agency(ies): U.S. Department of the Interior, Bureau of Reclamation, Mid-Pacific Region ~eclamation) and/or U.S. Department of Energy, Western Area Power Administration, Sierra Nevada Customer Service ReNon (Western). 3 Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 I8 !9 20 21 22 23 24 25 26 27 28 5.2 5.3 5.4 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 almual O&M cost for the FY that is four (4) years out from the current FY, which shall be determined by the formula: 1 CP-- *(EC-P U) *-- 12 TP Where: EC= PU= CP= Estimated Annual O&M costs for each FY as set forth in the latest rate case power repayment study. Project Use revenue as set forth in the latest rate case power repaymentstudy. The Customer’s Power Entitlement from the latest Power Entitlement Report as prepared by Western. 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 preferencepower customer(s) who sign this Agreement. 5.6 5.7 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. 5.8 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. 5.9 First Preference Customer: Those preference power customers in either Trinity, Tuolumne, or Calaveras Counties, as the case may be, which have satisfied the statutory requirements according to the Trinity River Division Act (69 Stat.719) and the New Melones Act of the Flood Control Act of 1962 (76 Stat. 1180). 5.10 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. 5 Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 5.11 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 enviromnentally 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 CVP 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 0&M Work Plans and CIP of the Agencies. The 0&M Program does not include purchased power and CVP power 0&M expenses suballocated between the CVP water customers. O&M Work Plan: Projections of O&M Activities prepared almually by each Agency displaying priorities, costs, benefits and impacts of various alternatives for their respective annual O&M. 6 Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 t7 18 19 20 21 22 23 24 25 26 27 28 5.17 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 Utility 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. 7 Contract No. 96-SNP,.-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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. 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 fmancial transactions in accordance with current budgetary, fiscal, and accounting regulations and policies. 6.3 O&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 licenses. The Governance Board may recommend standards for consideration by the Agencies. 6.4 Preliminary O&M Work Plans: 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 Capital Improvement Project: A list ofprioritized CIP in excess of the predetermined threshold will be maintained by each Agency. CIP items below this Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 6.6 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 Budget: The Agencies wil! 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. Accounting: The Agencies will maintain appropriate accounts and follow generally accepted accounting principles. 9 Contract No. 96-SNR-00110 1 7. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 Contributions: 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 Funding Commitment: Any Customer who contributes will make their Contributions available, as requested by Western pursuant to Section 8.3. 7.5 Designated Contact: 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 contact of the Customer’s organization. Customers may also provide the name, title, 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 Designated Representative: 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 10 Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 !8 19 20 21 22 23 24 25 26 27 28 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. O&M 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 funding 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 F¥98 through FY2000. The Govemance Board for this interim process shall be that Governance Board established within 60 days following the effective date of this Agreement. 8.2 Customer O&M Funding Process: 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: 1 !Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 8.2.1 8.2.2 8.2.3 8.2.4 Preliminary O&M Work Plans: 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 Plans: The Governance Board or a committee designated by the Governance Board wilt 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. Establishment of Proposed Customer O&M Funding Plan: 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. Determining Commitment Level: 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 12 Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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. Development of the Approved Customer O&M Funding Plan: 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. 13 Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 of the President’s Budget. Revision of O&M Work Plans and Customer O&M Funding Plans: 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 origina! 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 recommendations 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. 14 Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 2! 22 23 24 25 26 27 28 8.2.8 8.2.9 8.2.10 Implementation of Customer O&M Fundin~ Plan: 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 1st, 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 1 st 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: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. Reprogrammed Items: 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 Agency(ies) for Governance Board approval prior to execution. All 15 Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 8.2.11 8.2.12 8.2.13 reprogramming changes made by the Agencies will be documented and reported to the Governance Board within ninety (90) days of occurrence. Exigency Fund: An exigency fund may be established by the Governance 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 case-by-case basis. Achieved Savings: In order to encourage greater eflSciencies 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. Carryover: Unobligated funds in the trust account(s), otherwise known as carryover, will be committed to projects and activities as approved by the Governance Board. Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 2o 21 22 23 24 25 26 27 28 8.2.14 Spending 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 Changes to Customer O&M Funding Process: Changes to the Customer O&M Funding Process set forth in this Section 8.2 shall be approved by the Governance Board. 8.3 Financial Management: 8.3.1 Billing: 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 Contribution Credits on Power Bill: Customers will receive credits on their monthly power bills equal to their previous month’s Contribution to be used to finance Agency O&M Activities; Provided, That Customers will not receive credits on their power bills for Escrow Account reserve deposits until Escrow Account reserve funds are withdrawn from the Escrow Account by 17 Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 Customer O&M Funding Plan: 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 current or the next FY Customer O&M Funding Plan. 18 Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 from 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. Recording Contributions: Contributions used to finance Agencies O&M expenses during any FY will be recorded in the CVP power repayment study for that FY. Late Deposit Fee: Contributing Customers who deposit their requested Contribution later than the due date indicated on the bill, wilt 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 19 Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 Funding Plan: 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 thetrust accounts. Each Agency will administer its respective trust account. Refunds: Refunds of Escrow Account balances shah 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 20 Contract No. 96-SNR-001 ! 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 !6 17 18 19 20 21 22 23 24 25 26 27 28 (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 Western 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. 8.4 CIP Funding: Unless otherwise agreed to by the Governance Board, the Agencies will continue to seek appropriations for funding CIP. When appropriations are used, repayment of CIP will be in accordance with repayment requirements set forth in the Agencies’ policies on repayment of investment. CIP funding below the threshold established by the Governance Board, will be treated and repaid in the same manner as an annual expense. If any Customer(s) desires to fund CIP in excess of the established 21 Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 !4 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 remm the Customer’s share of the remaining Escrow Account balance pursuant to Section 8.3.3.3. Provided, 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. Provided further, That any late deposits and fees due to the Escrow Account must be fully satisfied prior to termination. 10.GOVERNANCE BOARD: 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 Qualifications/Membership on Governance Board: 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. 22 Contract No. 96-SN-R-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 10.1.1 10.1.2 10.1.3 Composition of Governance Board: comprised of twelve (12) members. Governance Board will be: The Governance Board will be The overall composition of the (a)Customers 10 (b)Reclamation 1 (c)Western 1 Agencies 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 Cent~’aI 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 proposed by Western and approved by the Governance Board. 23 Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 !3 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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. 24 Contract No. 96-SNR-00110 t 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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. Provided, 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. Quorum and Voting of Governance Board: 10.2.1 Quorum: 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. 25 Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 !7 18 19 20 21 22 23 24 25 26 27 28 10.3 10.2.2 Voting: All matters coming before the Governance Board for approval shall require the afftrmative vote of Western, Reclamation, and two-thirds (2/3) of the Customer Governance Board members present; Provided, 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 and whose designated representative is present at the meeting, may participate in the voting and may represent only its own interests; Provided, 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 afftrmative 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. Designated Alternate: A Governance Board member may designate an alternate to attend any Governance Board meeting by a written notice to the Secretary of the Governance Board, and such alternate shall have full authority to act and vote in place 26 Contract No. 96-SNR-00110 I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 of the absent Governance Board member. An Agency may not serve as an alternate for a Customer Governance Board member. 10.4 Duties of the Governance Board: 10.4.!General Powers: The Governance 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 _Bylaws: 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 Committees: 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 Function of the Governance Board: 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 Review of Annual Reports: Review of annual reports on the O&M Program is performed to: 27 Contact No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 !2 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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: (!)Annual O&M Activities for the fiscal year under consideration; (2)Capital Improvement Projects; (3)Strategy for scheduling O&M Activities; (4)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 (5)Reporting requirements of the Agencies and Governance Board. Review and Approval -Ri_~hts: The Governance Board shall review and approve changes to the Governance Board by-laws and items related to the Customer Contributions, such as: (1)Customer O&M Funding Plan; (2)Exigency Fund level; (3)Expenditure thresholds for Emergency, reprogramming, and CIP; (4)Escrow Account administrative duties; (5)Escrow Account reserve level; and (6)Proposed procedures and schedules for the Contribution collections. 28 Contract No. 96-SNR-00110 ! 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 Chair: 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: Vice-Chair shall: (1) (2) (3) In the absence of the Chair, the 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 the Governance Board: 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; 29 Contract No. 96-SNR-001 !0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 t7 18 19 20 21 22 23 24 25 26 27 28 11. (2) (3) distribute copies upon request to interested parties, and perform duties that may be reasonably required by the Governance Board. Unless designated to be Westem’s representative, the secretary of the Governance Board shall not be a voting member of the Governance Board. 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 Reclamation: 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 Between the Customers or the Customers and Agency(ies): Should any dispute arise among the Customers or between the Customers and the Agency(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 from submission of the dispute to them, such dispute shall be forwarded to the Senior Managers, who shall meet within thirty (30) days (or such 30 Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 !3 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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. 12.AUDIT RIGHTS: 12.1 Audit Request: 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. !2.2 Information Concerning Work Performed: 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). 13.SUCCESSORS AND ASSIGNS." This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors. No Party shall assign its 31 Contract No. 96-SNR-00110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 14. 15. 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 from those set forth in this Agreement. No permitted assigrtment 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. ENFORCEABILITY: It is not the intent of the Parties that this Agreement convey any rights to third Parties to enforce the provisions of the Agreement. This Agreement can only be enforced by the Parties or their successors. SEVERABILITY: 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 16. 17. 18. 19. 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. 20. RELATIONSHIP 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 parmership 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 right or power to bind any other Party without its express written consent, except as expressly provided in this Agreement. OWNERSHIP RIGHTS: 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. LIABILITY: 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. ATTACHMENTS AND EXHIBITS MADE PART OF 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 respectively. Each of said exhibits shall become a part of this Agreement during the term fixed by its provisions. Exhibits A, B and C are attached hereto, and each shall be in force and effect in accordance 3 3 Con~zact No. 96-SNR-00110 2 3 4 6 7 8 i0 ii 13 14 15 16 17 2O 21 ~3 ~4 ~5 ~6 ~7 ~8 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.EXECUTION 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 By: ~cTitle:ting Regional Manager Address:114 Parkshore Drive Fotsom, CA 95630 By: ,¢,.~t/z/f~/~_/ ’~ ~~ TRle: ~egional Director Address: Mid-Pacific Region 2800 Co,age Way Sacramento, CA 95825 34 Contract No. 96-SNR-00110 ! 2 3 4 5 6 7 8 9 10 II 12 13 15 16 17 18 19 20 21 22 23 24 25 26 28 Contract No. 96-SN-R-00110 EN WITNESS WH~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 i~to this Agreement on behalf of the Party for whom they sign. (Seal) By: Attest:Tiff By:Address: Title: ~ [Tt’i ~,L, 35 Coatr~:t No. 96-SNK-00110 I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Amendment No. 1 Contract No. 96-SNR-00110 CONTRACT AMENDMENT TO TIlE AGREEMENT FOR THE FUNDING OF OPERATION AND MAINTENANCE FOR CENTRAL VALLEY PROJECT POWER FACILITIES 1.This Contract Amendment No. 1, to be effective under and as a part of Contract No. 96-SNR-00110 (Primary Contract or Agreement), shall become effective on November 12, 1997 and shall remain in effect concurrently with the term of the Agreement. 2. MODIFICATION TO SECTION 16 OF THE PRIMARY CONTRACT: Section 16 of the Primary Contract is hereby deleted, and the following substituted therefor: "16. GENERAL POWER CONTRACT PROVISIONS: Articles 1, 28, 29, and 31 through 37.1 and 38 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." 3. PRIMARY CONTRACT TO REMAIN IN EFFECT: Except as expressly modified by the Amendment, said Primary Contract shall remain in full force and effect; and this Amendment shall be subject to all provisions of the Primary Contract except as herein amended. 4. EXECUTION IN COUNTERPART: This Amendment 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 VCITNESS WttEREOF, the Parties have caused this Amendment to be executed the day and year first above written. The signatories hereto represent that they have been appropriately authorized to enter into this amendment on behalf of the Party for whom they sign. Western Ar~a~ Porte, r ~s~on By: ’~~ [~/ .(~ Title: A~t~tr0g_ Re~0rlal Manger Address: 114 Park,sh0re Drive Fol~om, CA 95630 Bureau of Re$1amation. ~,/ Title.’~, ~onal Director Address: Mid-Pacific Region 2800 Cottag~ Way Sacramento. CA 95825 AUTHEI’~ICATED COPY Contract No. 96-SNR-001 l0 Amendment No. 2 UNITED STATES DEPARTMENT OF ENERGY WESTERN AREA POWER ADMINISTRATION SEERRA NEVADA CUSTOMER SERVICE REGION CENTRAL VALLEY PROJECT, CALIFORNIA AND UNITED STATES DEPARTMENT OF TI-{E INTERIOR BUREAU OF RECLAMATION MID-PACIFIC REGION AND CENTRAL VALLEY PROJECT CUSTOMERS AMENDMENT NO. 2 TO Tt-{E AGREEMENT FOR Tt-fE FUNDING OF POWER OPERATION AND MAINTENANCE FOR CENTRAL VALLEY PROJECT POWER FACILITIES AUTHENTICATED COPY AUTHERTICATED COPY Contract No. 96-SNR-00t l0 Amendment No. 2 UNITED STATES DEPARTMENT OF ENERGY WESTERN AREA POWER ADMINISTRATION SIERRA NEVADA CUSTOMER SERVICE REGION CENTRAL VALLEY PROJECT, CALIFORNIA AND UNITED STATES DEPARTMENT OF THE INTERIOR BUREAU OF RECLAMATION MID-PACIFIC REGION AND CENTRAL VALLEY PROJECT CUSTOMERS AMENDMENT NO. 2 TO THE AGREEMENT FOR THE FUNDING OF POWER OPERATION AND MAINTENANCE FOR CENTRAL V ALLEY PROJECT POWER FACIk,[TIES Section 1. 3. 4. 5. 6. Table of Contents P a~____._ge PREAMBLE ...................................................................................................... ...............1 RECITALS .......................................................................................................................1 9AGREEMENT ......................................................................... TERM OF AMENDMENT ................................................................................................ MODIFICATION TO SECTION !3 OF THE PRIMARY AGREEMENT .....................2 PRIMARY AGREEMENT TO REMAIN IN EFFECT ...................................................2 AUTHENTICATED COPY 1 2 3 4 5 6 7 8 9 l0 11 12 13 14 15 16 17 18 19 20 21 22 23 24 k.UTHEE-TIC/~TED COPY UNITED STATES DEPARTMENT OF ENERGY WESTERN AREA POWER ADMINISTRATION SIERRA NEVADA CUSTOMER SERVICE REGION CENTRAL VALLEY PROJECT, CALIFORNEk AND UNITED STATES DEPARTMENT OF THE INTERIOR BUREAU OF RECLAMATION MID-PACIFIC REGION AND CENTRAL VALLEY PROJECT CUSTOMERS AMENDMENT NO. 2 TO THE AGREEMENT FOR THE FUNDING OF POWER OPERATION AND MAINTENANCE FOR CENTRAL VALLEY PROJECT POWER FACILITIES PREAMBLE: This Amendment to Contract No. 96-SNR-00110 (Primary Agreement) is made the 6th day of April ,2001, between the UNITED STATES OF AMERICA (United States), acting by and through the Administrator, Western Area Power Administration (Western), Department of Energy, represented by the Regional Manager, Sierra Nevada Customer Service Region (SNR), the officer executing this Agreement, or a duly appointed successor, and (ii) acting by and through the Commissioner, Bureau of Reclamation (Reclamation), Department of the Interior, represented by the Regional Director, Mid-Pacific Region; and the Central Valley Project (CVP) preference power customers set forth in Exhibit A of the Primary Agreement. o RECITALS: 2.1 Western, Reclamation, and the c\rp preference power customers entered into the Primary Agreement on November 12, 1997. Contract No. 96-SNR-001 I0 Amendment 2 AUTHEErTICATED COPY AUTHD,~TICATED COPY l 3 4 5 6 7 8 9 10 11 12 13 14 15 17 18 19 20 2t 24 The Parties have determined that Section 13 of the Primary Agreement is administratively burdensome and desires to modify it. AGREEMENT:The Parties agree to the terms and conditions set forth herein. TERM OF AMENDMENT: This Amendment shall become effective upon execution and shall-remain in effect concurrently with the Primary Agreement. DEFINITION OF TERMS: Section !3 of the Primary Agreement is hereby deleted, and the following substituted therefor: "13. SUCCESSORS AND ASSIGNS: This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors. No Party shall assign its interest in this Agreement, in whole or in part, without the prior written consent of the Governance Board. 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 from 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 Governance Board." 6.PRIMARY AGREEMENT TO REMAIN IN EFFECT: Except as expressly modified by this Amendment, said Primary Agreement shall remain in full force and effect; and AUTHENTICATED COPY 1 2 3 4 5 6 7 8 9 l0 ll 12 13 14 15 16 17 18 19 20 21 22 23 24 AUTHENTICATED this Amendment shall be subject to all provisions of the Primary A~eement, except as herein amended. IN WITNESS WtIEREOF, the Parties have caused this Amendment to be executed the day and year first above written. The signatories hereto represent that they have been appropriately authorized to enter into this Amendment on behalf of the Party for whom they sign. WESTERN AREA POWER ADMINISTRATION By: __ Title: Address: Regional Manager 114 Parkshore Drive Folsom, CA 95630-4710 BUREAU OF RECLAMATION Title: 4~~" Regional Director Address:Mid-Pacific Re_o-ion 2800 Cottage Way Sacramento, CA 95825 Contract No. 96-SNR-00110 Amendment 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed the day and year first above written. The sig-natories hereto represent that they have been appropriately authorized to enter into this Amendment on behalf of the Party for whom they sign. Attest: Title:i//~/./I ~ ~ Commission# 11912/~3 Notary Pubiic - Call~om!o Sonto Cloro County CITY OF PALO ALTO By: PaXo AZto, CA 9/4301 AUTHE~riCATED COPY Conwact No. 96-SNR-00110 Amendment 2 AUTHENTICATED COPY Contract No. 96-SNR-00110 Amendment No. 4 UNITED STATES DEPARTMENT OF ENERGY WESTERN AREA POWER ADMINISTRATION SIERRA NEVADA CUSTOMER SERVICE REGION CENTRAL VALLEY PROJECT, CALIFORNIA AND UNITED STATES DEPARTMENT OF THE INTERIOR BUREAU OF RECLAMATION MID-PACIFIC REGION AND CENTRAL VALLEY PROJECT CUSTOMERS AMENDMENT NO. 4 TO THE AGREEMENTFOR THE FUNDING OF OPERATION AND MAINTENANCE FOR CENTRAL VALLEY PROJECT POWER FACILITIES AUTHENTICATED COPY AUTHENTICATED COPY Contract No. 96-SNR-00110 Amendment No. 4 UNITED STATES DEPARTMENT OF ENERGY WESTERN AREA POWER ADMINISTRATION SIERRA NEVADA CUSTOMER SERVICE REGION CENTRAL VALLEY PROJECT, CALIFORNIA AND UNITED STATES DEPARTMENT OF THE INTERIOR BUREAU OF RECLAMATION MID-PACIFIC REGION AND CENTRAL VALLEY PROJECT CUSTOMERS AMENDMENT NO. 4 TO THE AGREEMENT FOR THE FUNDING OF OPERATION AND MAINTENANCE FOR CENTRAL VALLEY PROJECT POWER FACILITIES Table of Contents Section 1. 2. 3. 4. 5. 6. 7. Page PREAMBLE ................................................................................~ ...................1 EXPLANATORY RECITALS .............................................................................2 AGREEMENT ........................: ........................................................." ................2 TERM OF AMENDMENT ...............~ ................................................................2 MODIFICATION TO THE PRIMARY AGREEMENT .......................................2 PRIMARY AGREEMENT TO REMAIN IN EFFECT ........................................3 EXECUTION IN COUNTERPART ..................................................................3 SIGNATURE PAGES AUTHENTICATED COPY 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AUTHENTICATED COPY Contract No. 96-SNR-00110 Amendment No. 4 UNITED STATES DEPARTMENT OF. ENERGY WESTERN AREA POWER ADMINISTRATION SIERRA NEVADA CUSTOMER SERVICE REGION CENTRAL VALLEY PROJECT, CALIFORNIA AND UNITED STATES DEPARTMENT OF THE INTERIOR BUREAU OF RECLAMATION MID-PACIFIC REGION AND CENTRAL VALLEY PROJECT CUSTOMERS AMENDMENT NO. 4 TO THE AGREEMENT FOR THE FUNDING OF OPERATION AND MAINTENANCE FOR CENTRAL VALLEY PROJECT POWER FACILITIES 1.PREAMBLE: This Amendment to Contract No. 96-SNR-00110 (Primary Agreement) is made this ~2004, between the UNITED STATES OF AMERICA (United States),by and through the Administrator, Western Area Power Administration, Department of Energy (Western), represented by the Regional Manager, Sierra Nevada Customer.Service Region, the officer executing this Agreement, or a duly appointed successor, and (ii) acting by and through the Commissioner, Bureau of Reclamation, Department of the Intedor (Reclamation), 1 AUTHENTICATED COPY 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AUTHENTICATED COPY Contract No. 96-SNR-00110 Amendment No. 4 represented by the Regional Director, Mid-Pacific Region; and the Central Valley Project (CVP) preference power customers signing this Amendment as set forth in Exhibit A of the Pdmary Agreement, all collectively called Parties. ~2.-E-~PEANA-TOR¥-REGITALS~ .....- 2.1 The Parties entered into the Primary Agreement on November 12, 1997. 2.2 To accommodate Westem’s 2004 Power Marketing Plan, the Parties desire to modify the definition of a Small Customer in the Pdmary Agreement to incorporate a Base Resource percent allocation value. 3.AGREEMENT: The Parties agree to the terms and conditions set forth herein. 4.TERM OF AMENDMENT: This Amendment shall become effective upon execution by all Parties and shall remain in effect concurrently with the Primary Agreement. 5. MODIFICATION TO THE PRIMARY AGREEMENT: The following modification ismade .to the Pdmary Agreement: 5.1 Modification to Section 5.23: Section 5.23 is deleted in its entirety, and the following language substituted therefore:. "5.23 Small Customer: A customer with a long-term firm allocation of 20 megawatts or less from Westem and a maximum load of 40 megawatts or less through calendar year 2004, or a customer with a Base Resource percentage of 1.328% or less under the 2004 Power Marketing Plan and a maximum load of 40 megawatts-or less, beginning January 1,2005, through the term of this Agreement." /// /// 2 AUTHENTIOATED COPY 1 2 3 4 5 6 7 8 9 10 11 12 13 14. 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AUTHENTIOATED.OOPY Contract No. 96-SNR-00110 Amendment No. 4 6.PRIMARY AGREEMENT TO REMAIN IN EFFECT: Except as expressly modified by this Amendment, said Primary Agreement shall remain in full force and effect; and this Amendment shall be subject to all provisions of the -Primary -Ag reement,-except .as-herein -amended. 7.EXECUTION IN COUNTERPART: This Amendment 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 Amendment to be executed the day and year first above written. The signatories hereto represent that they have been appropriately authorized to enter into this Amendment on behalf of the Party for whom they sign. B~ Title: Folsom 95630-4710 BUREA " e , Mid-Pacific Region Address: 2800 Cottag~ Way Sacramento, CA 95825 3 AUTHENTIOATED 00PY 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Contract No. 96-SNR-00110 Amendment No. 4 I!I WiT11E$$ WPIEREOI=, the Parties have caused this Amendment to be executed the day and year first above written. The signatories hereto represent that they have been appropriately authorized to enter into this Amendment on behalf of the Party for whom they sign. Attest: By: Title: III Ifl fll III 111 fll Ifl 111 fll III Ifl III III III III III fll II! CITY OF PAL© ALTO By: Title: Address: