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HomeMy WebLinkAboutAgenda Report - May 6, 1992 (97)CIN OF LODI COUNCIL COMMUNICATION AGENDA TITLE: Amendment No. 3 and Revision Z of Exhibit B to Contract Nb, DE-MS65-82WP59014 between the City of Lodi and Western Area Power Administration. MEETING DATE: May 6, 1992 PREPARED BY: Electric Utility Director RECOMENDED ACTION: That the City Council adopt the attached resolution which authorizes the execution of Amendment No. 3 and Revision 2 of Exhibit B to Contract DE-MS65-82WP59014 (Contract) for Electric Service with the Western Area Power Administration (Western) on file in the office of the City Clerk. BACKGROUND INFDRMATION: Western increased power delivery to Lodi by 1.5 Midi in 1981 to support renewable resource projects- Thet increased power allocation was the subject of Amendment No. 1 to the Contract which also contained a provision by which the City could sell to Western an equivalent amount of energy. The energy exchange provision has been exercised at various times by the parties since 1986. The amounts of energy associated with the energy exchange are small and have become an accounting problem. Negotiation with Western has resulted in the Amendment No. 3 to the Contract which, among other considerations. substitutes an additional firm power amount of 0.6 MW in place of the energy exchange while leaving the original 1.5 MW intact. Amendment No. 3 provides for the termination of Amendment No. 1 and the incorporation of relevant terms and conditions from Amendment No. 1 into Amendment No. 3. The term of Amendment No. 1 is coincident with the term of the Contract. A revised Exhibit B (Contract Rate of Delivery) to the Contract is included which reflects the additional contract rate of delivery provided under Amendment No. 3. The net effect of this contract change resulting in Amendment No. 3. is anticipated to be a revenue neutral exchange. Lodi will obtain a modest increase in dependable porter and Western will be relieved of any continuing obligation to purchase energy from Lodi associated with its renewable resource allocation. FUNDING: None Required. �lenry J. RIce Electric Utility Director c: City Attorney APPROVED R p� THOMAS A PETERSON.«.r. CHH MAf"4w pGi CCWARA/CO.COM F j RESOLUTION NO. 92-84 ==ss==az.ssza:snssxa A RESOLUTION OF THE LODI C;TY COUNCIL APPROVING AMENDMENT NO, 3 AND REVISION 2 OF EXHIBIT B TO CONTRACT BETWEEN THE -CITY OF LODI AND WESTERN AREA POWER ADMINISTRATION sessxassxsaaszs�aea�assrxrss_eascaaapa_n.cazaosaamxzazs:xxaajsazxzaaesasa BE IT RESOLVED by the City Council of the City of Lodi, California. that the Mayor and the City Clerk be and are hereby authorized to execute for an on behalf of the City of Lodi. California, the attached Amendment No. 3 and Revision 2 of Exhibit B to Contract No. DE-MS65-82WP59014 for Electric Service with the Western Area Power Administration, which Amendment No. 3 and Revision 2 of Exhibit B were duly presented to the City Council and are hereby approved. Dated: May 6. 1992 :szas:ssassasaz=szszssmzaaxaxxsasssazs:asa:asasssassstsxxsss�xaaxszxx#z: State of California) ss City Of Lodi I, Alice M. Reimche, the duly appointed and qualified City Clerk of the City of Lodi. California do hereby certify that the foregoing is a true, accurate, and complete copy of a resolution duty passed and adopted at a regular meeting of the City Council of the City of Lodi. California. held on May 6, 1992. by the following vote: Ayes: Council Members - Noes: Council Members - Absent: Council Members - Dated: Hay 6. 1992 RES9284/TXTA.OIV 92-84 By. Alice M. Reimche City Clerk Exhibit B, Revision 2 Contract No. DE-MS65-82WP59015 EXHIBIT B (Contract Rate of Delivery) 1- This revised Exhibit it made this day of , 1992. to be effective under and as part of Contract No. - 15, dated February 24, 1982 (hereinafter called the Contract). shall become effective on the first day of April 1992, shall.. on said date. terminate and supersede Exhibit B dated February 11, 1991, and shall remain in effect until superseded by another Exhibit B; Provide , That this Exhibit B or any superseding Exhibit B shall be terminated by the termination of the Contract. 2. a. On and after the effective date of this Exhibit B, the Contract Rate of Delivery (CRD) for firm power shall be 8,063 kilowatts of Westlands Withdrawable Power and 3,673 kilowatts of the 26 megawatts of firm power, and 2,100 kilowatts pursuant to Amendment No. 3 to this Contract, which provides forthe City's Renewable Resource Allocation, for a total CRD of 13,836 kilowatts. h The City's Renewable Resource Allocation will be terminated in accordance with Section 5 of Amendment No. 3. 3. The original allocation referred to in Section 10(c) of this Contract shall be 8.327 kilowatts of Westlands Withdrawable Power and 3,673 kilowatts of the 26 megawatts of firm power for a total of 12.000 kilowatts. ATTEST: By: WESTERN AREA POWER ADMINISTRATION By = Title: Area Manaaer Address: 1825 Bell Street. Suite 105 Sacramento. California 95825 CITY OF LODI, CALIFORNIA By: _ Title: Address: Title: RESOLUTION NO. 92-84 _aaatssaszxasralaasss A RESOLUTION OF THE LODI CITY COUNCIL APPROVING AMENDMENT NO. 3 AND REVISION 2 OF EXHIBIT B TO CONTRACT BETWEEN THE CITY OF LOOI AND WESTERN AREA POWER ADMINISTRATION alsr:s7tasaislsunsfaax!lfFsfa:arassailalsassomaslassxm�slasalaamassas�sclxamz BE IT RESOLVED by the City Council of the City of Lodi. California, that the Mayor and the City Clerk be and are hereby authorized to execute for an on behalf of the City of Lodi, California, the attached Amendment No. 3 and Revision 2 of Exhibit B to Contract ND. DE-MS65-82WP59014 for Electric Service with the Western Area Power Administration, which Amendment ND. 3 and Revision 2 of Exhibit B were duly presented to the City Council and are hereby approved. Dated: May 6. 1992 asrzlsis!!!lasi!!:tllzszlsOlszizills;lS!'1!!!!ls 2za xYC!/Clszlils#a3'Lssxs!!=a State of California) ) ss City of Lodi 3 I, Alice M Reimche. the duly appointed and qualified City Clerk of the City of Lodi, California do hereby certify that the foregoing is a true, accurate, and complete copy of a resolution duly passed and adopted at a regular meeting of the City Council of the City of Lodi, California. held on May 6, 1992. by the following vote: Ayes: Council Members - Pennino. Sieglock, Snider and Pinkerton (Mayor) Noes: Council Members - None Absent: Council Members - Hinchman Dated: May 6, 1992 By: Alice M. ReJUChel City Clerk 92-84 RES9284/TXTA.02J Exhibit R Revision 2 Contract No. DE-MS65-82WP59015 EXHIBIT B (Contract Rate of Delivery) 1. This revised Exhibit B, made this day of , 1992, to be effective under and as part of Contract No. D - S65-82WP 9 15, dated February 24, 1982 (hereinafter called the Contract), shall become effective on the first day of April 1992. shall, on said date, terminate and supersede Exhibit B dated February 11. 1991. and shall remain in effect until superseded by another Exhibit R Provide , That this Exhibit B or any superseding Exhibit B shall be terminated by the termination of the Contract. 2. a. On and after the effective date of this Exhibit 8, the Contract Rate of Delivery (CRD) for firm power shall be 8,063 kilowatts of Westlands Withdrawable Power and 3.673 kilowatts of the 26 megawatts of firm power. and 2.100 kilowatts pursuant to Amendment No. 3 to this Contract, which provides forthe City's Renewable Resource Allocation, for a total CRD of 13,836 kilowatts. b. The City's Renewable Resource Allocation will be terminated in accordance with Section 5 of Amendment No. 3. 3. The original allocation referred to in Section 10(c) of this Contract shall be 8.327 Lilowatts of Westlands Withdrawable Power and 3,673 kilowatts of the 26 megawatts of firm power for a total of 12,400 kilowatts. ATTEST: By: Title: WESTERN AREA POWER ADMINISTRATION BY: Title: Area Manager Address: 1825 Bell Street. Suite 105 Sacramento. California 95825 CITY OF LODI, CALIFORNIA -- By: Title: Address: Amendment No. 3 Contract No. DE-MS65-82WP59015 UNITED STATES DEPARTMENT OF ENERGY WESTERN AREA POWER ADMINISTRATION CENTRAL VALLEY PROJECT CONTRACT ANEMXA34T WITH THE CITY OF LODI (Settlement Arrangements Associated With Renewable Resource Allocation) F Amendment No. 3 Contract No. DE-MS65-82WP59015 UNITED STATES DEPARTMENT OF ENERGY WESTERN AREA POWER ADMINISTRATION Central Valley Project CONTRACT AMENDMENT WITH THE CITY OF LODI (Settlement Arrangements Associated With Renewable Resource Allocation) Section Title Page 1. Preamble . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2. Explanatory Recitals . . . . . . . . . . . . . . . . . . . . . . 1-4 3. Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4. Termination of Existing Agreements . . . . . . . . . . . . . . . 4 5. Term of Agreement . . . . . . . . . . . . . . . . . . . . . . . . 4 6. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 7. Renewable Resource Allocation . . . . . . . . . . . . . . . . . . 6-7 a. Renewable Resource Allocation; Energy Sales Price Escalation Settlement . . . . . . . . . . . . . . . . . . . . . 8-9 9. Termination of Renewable Resource Allocation Energy Sales by the City . . . . . . . . . . . . . . . . . . c0 . . . . . 9 10. Release of Claims . . . . . . . . . . . . . . . . . . . . . . . . 9-10 11. Energy Sales by the City . . . . . . . . . . . . . . . . . . . . 10 12. Energy Scheduling Procedures . . . . . . . . . . . . . . . . . . 10-11 13. Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11-12 14. Modification of Conservation and Renewable Energy Program Section of the Primary Contract . . . . . . . . . . . . 12-15 15. Modification of General Power Contract Provisions Section of the Primary Contract . . . . . . . . . . . . . . . . 15 16. Other Agreements . . . . . . . . . . . . . . . . . . . . . . . 15-16 17. Primary Contract to Remain in Full Force and Effect . . . . . . . 16 Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Resolution d I I 2 3 4 5 7 19 20 21 22 23 24 25 26 27 M Amendment No. 3 Contract No. DE-MS65-82WP59015 UNITED STATES DEPARTMENT OF ENERGY WESTERN AREA POWER ADMINISTRATION Central Valley Project CONTRACT AMENDMENT WITH THE CITY OF LODI (Settlement Arrangements Associated With Renewable Resource Allocation) 1. Preamble: This Contract Amendment is made this day of 12 1992. between the United States of America, Western Area Power Administration (Western), and the City of Lodi (City or Contractor), as part of Contract No. DE-MS65-82WP59DI5, as amended (Primary Contract), pursuant to the same authorities as the Primary Contract, and subject to all the provisions of the Primary Contract except as herein amended. 2. Explanatory Recitals: 2.1 The City operates an electric utility system and is a preference customer of Western. Western and the City have entered into Contract No. DE-MS65-82WP59015, effective February 24, 1982, as amended. 2.2 Western has entered into Contract No. 14-06-200-2948A. dated July 31, 1967. as amended, supplemented or superseded, with Pacific Gas and Electric Company (PG&E), which provides for, among other things, the right of Western to use PG&E's transmission system forthe transmission of power and energy from Western to its 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 2a 21 22 23 24 25 26 21 28 preference customers of the Central Valley Project (CVP), including the City. 2.3 The City is a member of the Northern California Power Agency (NCPA), a joint powers agency of the State of California, and has entitlement to 14.56 percent of the output of the Northern California Power Agency Geothermal Plan No. 1 (NCPA Powerplant), which has a capability of 120 MW. 2.4 Western declared its intent in its 1981 CVP Final Power Marketing Plan to support renewable resources and cogeneration projects through the marketing of 30 MW of which 1.5 MW was allocated to the City for its participation in the NCPA Powerplant. 2.5 Under the provisions of Amendment No. 1 to the Primary Contract, Western allocated 1.5 MW of capacity and associated energy -to the City with the stipulation that the City sell to Western an equivalent amount of energy from the NCPA Powerplant or other sources available to the City. 2.6 Western began purchasing energy from the City in September 1986 pursuant to the terms of Amendment No. 1 to the Primary Contract at a rate of 35 mills/kwh and continued to purchase energy from the City at a rate of 35 mills/kwh through March 1991. 2.7 Amendment No. 1 to the Prim,,ry Contract included provisions which provided for the initial rate at which Western purchared energy 2 1 2 3 4 5 6 7 8 0 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 from the City to escalate based on increases in the operation and maintenance costs and geothermal steam costs associated with the NCPA Powerplant. 2.8 The City and Western agree that the provisions i n Amendment No. 1 to the Primary Contract which provide for Western to pay escalated rates for energy purchased from the City may be interpreted different 1y . 2.9 As set forth in letter of Agreement No. 91 -SAO -10080, dated March 29, 1991, the City and Western negotiated a settlement provijing, among other things, for Western to pay the City an additional amount of money to reflect the escalated cost of the energy produced by the NCPA Powerplant and purchased by Western from September 1986 through March 1991. 2.10 As part of the settlement reached between Western and the City and set forth in Letter of Agreement No. 91 -SAO -10080, the City agr,�ed to discontinue energy sales to Western as provided for under Amendment No. I to the Primary Contract as of March 31, 1991, in return for Western providing the City an additional Contract Rate of Delivery of 0.6 MU beginning on April 1, 1991, and continuing through the term of the Primary Contract. 2.11 The City and Western desire to incorporate the understandings reached in Letter of Agreement No. 91 -SAO -10080 into this Contract Amendment. 3 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 2.12 The Parties also desire to provide for a scheduling arrangement herein whereby the City may, from time to time, make energy available for sale to Western, and Western may purchase such energy at prices and under conditions to be mutually agreed upon. 3. Agreement: The Parties agree to the terms and conditions set forth herein. 4. Termination of Existing Aqreements: Amendment No. 1. dated September 29, 1983, to the Primary Contract and Letter of Agreement No. 91 -SAO -10080, dated March 29, 1991, are hereby terminated as of the effective date of this Contract Amendment. S. Term of Agreement: 5.1 This Contract Amendment shall be effective at 0000 hour on the first day of April 1992, and shall terminate at 2400 hours -on June 30. 1994. In addition, this Contract Amendment shall be subject to prior termination as otherwise provided for herein or in the Primary Contract. 5.2 This Contract Amendment may be terminated by the City upon one year written notice of termination to Western. 5.3 Upon termination of this Contract Amendment, benefits conferred upon the Parties and obligations incurred hereunder shall be preserved until satisfied. 4 1 2 3 4 5 6 7 8 9 10 11 12 13� I'1 isII 1 i5 11 113 19 24 21 22 23 2�1 2'5 26 27 28 6. Definitions: 6.1 Contract Rate of Delivery - The City's maximum rate of delivery of firm electric energy from the CVP pursuant to the Primary Contract and the PG&E Contract, including any amendments to said Contracts. 6.2 NCPA Powerolant - The NCPA Geothermal Plant No. 1 of which the City has an entitlement to 14.56 percent of the output and which has a capability of 120 MU. 6.3 P8&E-15 nbacr- Contract No. 14-06-200-2948A dated July 31, 195/, between Western and PG&E, as such Contract may hereinafter be amended, supplemented or superseded, providing for, among other things, a right of Western to use PG&E's transmission system for the transmission of power and energy from the CVP to preference customers of the CVP, including the City. 6.4 Point(s) of Receipt - The point agreed to by the City and Western where energy may be delivered by the City to Western or to PG&E for service to Western's loads. 6.5 Power B i I I - The statement of charges issued to meet the obligations of Western and the City under the Primary Contract. 6.6 Renewable Resource Allocation - The 2.1 MU portion of the City's Contract Rate of Delivery made available to the City by Western pursuant to Section 7 hereunder. and energy associated with such portion. 5 1 2 3 4 5 6 7 8 101 11 12 13 14 15 16 17 18 19 20 21 22' 231 U 21► 26 211 28 T. Renewable Resource Allocation: 7.1 Upon the effective date of this Contract Amendment. the City's Contract Rate of Delivery shall be increased by 2-1 MW. The 2.1 MW Renewable Resource Allocation is comprised of a 1.5 MW Contract Rate of Delivery which was provided to the City pursuant to Amendment No. 1 to the Primary Contract and a 0.6 MW Contract Rate of Delivery which was provided to the City pursuant to Letter of Agreement No. 91 -SAO -10080. 7.2 The right of the City to receive the Renewable Resource Allocation shall be contingent upon the City maintaining a participation interest in, or an entitlement to, the output of the NCPA Powerplant at least equal to the 2.1 MW Renewable Resource Allocation granted by this Contract Amendment. If the City fails to maintain a participation interest in, or an entitlement -to. the output of the NCPA Powerplant at least equal to the 2.1 MW Renewable Resource Allocation granted by this amendment, Western may, at its discretion. withdraw all or a portion of the 2.1 MW Renewable Resource Allocation. 7.3 Pursuant to Section 10(d) and 10(e) of the Primary Contract, in order to supply power to preference customers in the Trinity, Tuolomne, and Calaveras Counties. California, Western may, in accordance with the requirement of Reclamation Law and the Final In i;. Withdrawal Procedures (52 FR 7702). withdraw all or part of the . 2 City's Renewable Resource Allocation. 3 4 7.4 Pursuant to Section ]0(f) of the Primary Contract. in order to 5 supply the project use requirements of the CVP, including operation 6 of the Federal San Luis Unit, Western may, in accordance with the 7 Final Withdrawal Procedures (52 FR 7702). withdraw all or part of 8 the City's Renewable Resource Allocation. 9 10 7.5 Pursuant to Section 10(g) of the Primary Contract, uporf receipt of 11 notice of reduction in the City's Renewable Resource Allocation, 1t the City may terminate this Contract Amendment within thirty (30) 13 days after receipt of such notice by notifying Western in writing 11 prior to the desired termination date. 15 16 7.6 The provisions set forth in Sections 10(h) and 10(i) of the Primary 17 Contract shall also be applicable to the Renewable Resource 18 Allocation provided for in this Contract Amendment. 19 20 7.7 All rights and obligations of the City and Western, with respect to 21 the City's Renewable Resource Allocation, shall be consistent with 22 the Primary Contract and the PG&E Contract. ?3 Z4 15 06 7 t7 �g i;. 1 2 3 4 5 6 1 8 f 10 1t 12 13 14 15 16 1) 19 19 20 21 22 23 24 25 2'b 27 22 8. Renewable Resource Allocation Enemy Sales Price Escalation Settlement: 8.1 In accordance with the settlement set forth in letter of Agreement No. 91 -SAO -10080 regarding the price of the energy sold by the City to Western from September 1986 through December 1990 associated with the City's Renewable Resource Allocation, Western agrees to pay the City the sum of four hundred ninety-two thousand four hundred fifty dollars (5492,450.00). 8.2 In addition to the amount set forth in Section 8.1 and consistent with the settlement reached in Letter of Agreement No. 91 -SAO -10080. Western agrees to pay the City an additional sum of money for energy sold to Western by the City during January, February, and March 1991. Such additional amount of money owed to the City shall be determined by multiplying the amount of energy sold to Western during said time period by the difference between the price Western actually paid for the energy (35 mills/kWh) and the then -current maximum price provided for pursuant to Section 15 of Amendment No. 1 to the Primary Contract (50 mills/kwh). Since the City sold and delivered 3,240,000 kWh to Western i n said time period, Western agrees to pay the City an additional sum of forty- eoght thousand six hundred dollars (548,600.00). 8.3 Western agrees to provide the money owed to the City, as computed i n Sections 8.1 and 8.2. i n e i t h e r a lump an payment o r as a credit, equally distributed for a period of time not to exceed 8 1 2 3 4 5 6 7 8 10 11�12 13 14 15 16 17 18 19 20 21 22' 231 M 251 26 21' 28 t— 9. twelve (12) months, on the City's monthly power bi11j). The City shall have thirty (30) days from the effective date of this Contract Amendment to notify Western in writing of the method of payment it desires. If the City fails to provide such notification to Western, Western will provide the appropriate credit in &he City's monthly power bill over the succeeding twelve (12) months. Termination of Renewable Resource Allocation Enerwr Sales by the Citv to Western: As consideration for the additional 0.6 MW Renewable Resource Allocation granted to the City pursuant to Section 7.1 and the compensation to be provided to the City pursuant to Section 8, the City agrees that Western, as of April 1, 1991, sham have no continuing obligation to purchase any energy from the City under the terms and conditions of Amendment No. 1 to the Primary Contract. In addition, Western and the City agree that Western shall have no obligation to purchase energy from the City associated with the Renewable Resource Allocation set forth in Section 7.1 herein. 10. Release of Claims: As additional consideration for the additional 0.6 MW Renewable Resource Allocation granted to the City pursuant to Section 7.1; the compensation to be provided to the City pursuant to Section 8; and the termination of energy sales by the City to Western pursuant to Section 9; the City hereby agrees to waive and release any and all claims that may exist between Western and the City regarding the pricing or quantity of energy sold by the City to Western associated with 9 1 2 3 4 5 7 a 9 10 11 12 131 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the City's Renewable Resource Allocation from the effective date of Amendment No. 1 to the Primary Contract through the effective date of this Contract Amendment. 11. Energy Sales by the City: 11.1 The City, or the City's designated agent, at its sole discretion, will determine the price, amounts, and times that energy is available to Western. 11.2 Western shall determine, at its sole discretion, the aihounts of such energy offered by the City, or the City's designated agent, which is desired to be purchased at the Point(s) of Receipt. Western shall schedule the energy desired to be purchased. Energy accounting hereunder shall be based on the scheduled quantities. 11.3 The City shall deliver the energy requested by Western, and Western shall accept said energy deliveries made available by the City, or the City's designated agent, pursuant to Section 12 herein. 12. Energy Scheduling Procedures: 12.1 The City, or the City's designated agent, shall notify Western Dy 1000 hours each workday, or as otherwise agreed, of the hourly or half-hourly amounts and price per kilowatt-hour for energy to be made available for sale to Western for the next day or days. 10 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 12.2 Western shall notify the City, or the City's designated agent. by 1200 hours each workday, or as otherwise agreed. of the hourly or half-hourly amounts of energy that Western requests from the City at the price quoted by the City, or the City's designated agent. for the following day or days. 12.3 The City, or the City's designated agent, or Western shall notify the other Party of any adjustments to previously agreed upon scheduled amounts as soon as practicable, but no later than fifteen (15) minutes prior to any scheduled hour or half-hour. 12.4 Both Parties shall use their best efforts to keep changes to the scheduled amounts to a minimum. 13. Payment• 13.1 The City shall pay Western for its Renewable Resource Allocation at the established CVP rates for firm capacity and energy as provided in the Primary Contract. 13.2 Western shall pay the City for the energy scheduled at the prices agreed upon by Western each month pursuant to Section Ii herein. 13.3 Western may credit the monthly amount it owes the City for energy purchases made hereunder against the amount the City owes Western under the Power R i I I for the same month. At the discretion of 1 2 3 4 5 6 7 a 9 10 11 M 1:t 14 1S lib 1i 119 19 2!© 21 22 23 24 25 26 27 28 t— Western. if the amount owed by the City under the Power Biii is less than the amount owed by Western for energy purchases hereunder, Western shall either pay V e difference to the City as soon as the necessary vouchers can be prepared, ordinarily by the last day of the month following the month in which the statement of charges was received by Uestern, or credit the difference in the City's Power Bill in the next succeeding month. 13.4 Western may transfer or assign its payment obligations to the City hereunder to other Western customer(s), and the City agrees to receive payment from such customeris) so long as payment is made under the same conditions as provided herein; Provided, That any such transfer or assignment shall not affect the rights and obligations of the Parties hereunder and Western shall remain primarily liable for its obligations hereunder. Such transfer or assignment shall be provided for under the terms and conditions between Western and its customers. Western agrees to notify the City as soon as is practicable each month that Western exercises its rights herein to transfer or assign its payment obligations to another Western customer. 14. Modification of Conservation and Renewable Enerqy Program Section of the Primary Contract: Section 17 of the Primary Contract is hereby deleted and the following substituted therefor: ]2 I "CONSERVATION AND RENEWABLE ENERGY PROGRAM 2 17. (a) The City shall develop and implement a conservation and 3 renewable energy program. The City's program w i I I be 4 developed and implemented i n accordance with the terms 5 of the "Final Guidelines and Acceptance Criteria for 6 Customer Conservation and Renewable Energy Programs" 1 published i n the Federal Register on August 21, 1985 8 (50 FR 33892), and any subsequent amendments thereto. 9 10 (b) To effect a conservation and renewable enetgy program, 11 Western and the City agree as follows: 12 13 (1) 1f requested and if within its capabilities, 14 Western w i l l provide guidance and assistance in 15 the development of a conservation and renewable 16 energy program. 17 18 (2) The City w i I I develop a conservation and 19 renewable energy program suitable for its own 20 geographic area and type of utility operation, 21 and will submit said program to Western within 22 twelve (12) months of the date of execution of 23 this Contract Amendment. 24 25 26 13 21 28 1 (3) Conservation and renewable energy programs shall 2 consist of a designated number of activities. as 3 stipulated in the Guidelines and Acceptance 4 Criteria. Credit will be given for past 5 accomplishments if they are ongoing and current b under the Guidelines and Acceptance Criteria. 7 Approval and periodic review and verification of 8 any program shall take place in accordance with 9 the Guidelines and Acceptance Criteria. 10 11 (c) The initial conservation and renewable energy program 12 submitted by the City to Western will either be 13 approved or disapproved within three (3) months of 14 receipt. If an initial submittal is disapproved, a 15 notification of deficiency in the program will be given 1£ in writing by Western. Deficiencies must be remedied 17 within twelve (12) months of the date of notification. 18 If an existing program is revoked at any time after 19 approval, a notification of deficiencies in such 20 program will be given in writing by Western. 21 Deficiencies must be remedied within twelve (12) months Z2 of the date of notification. 23 24 (d) If deficiencies in any Program are not corrected within 25 twelve (12) months of Western's written rejection of a 26 14 27 281 1 program, the City's firm capacity and assotiated energy 2 entitlement, as set forth in this Contrdct, may be 3 reduced by ten (10)percent at the discretion of the 4 Administrator." 5 6 1!5. Modification of General Power Contract Provisions Section -of the Primary 7 Contrart: Article 19 of the Primary Contract is hereby deleted and the s following substituted therefor: 9 10 "GENERAL POWER CONTRACT PROVISIONS 11 19. The General Power Contract Provisions effective January 3. 12 1989, attached hereto, are hereby made a part of this 13 Contract the same as if they had been expressly set forth 14 herein." 15 16 16. Other Agreements: 17 16.1 If conflicts exist between any of the terms of this Contract is Amendment and the terms of the PG&E Contract, the terms of the PG&E 19 Contract shall control. This provision shall not constitute a 20 waiver of claims which the City might otherwise have against 21 Western or PG&E, and which do not affect interpretation of the 22 terms of this Contract Amendment, except as such specific claims 2:3 have been waived in accordance with Section 10 herein. 21 25 2Ti 15 27 28 16.2 This Contract Amendment shall be in addilion to and shall supplement the Primary Contract. Termination of this Contract Amendment or breach of any of the terms of this Contract Amendment shall not constitute termination of the Primary Contract or breach of any of the terms of the Primary Contract. 7. Primary Contract to Remain in Full Force and Effect: Except as expressly modified by this Contract Amendment, sald Primary Contract shall remain in full force and effect. and this Contract Amendment shall be subject to all provisions of the Primary Contract, except as modified herein. N WITNESS WHEREOF. the Parties hereto have caused thfs Contract Amendment to e executed the day and year first above written. (Seal) ATTEST: By: Alice M. Re clie WESTERN AREA POWER ADMINISTRATFON Title: Area Manager Address: 1825 Bell Street., Suite 12 _ Sacramento. California 95825 CITY �L,F Br. Thomas A. Peterson Title: Ci tY Manager Address: P. O. sox 3006 Title: City Clerk _ Lodi, CA 95241-1910 4 1. Approved as to form: Bobby W. McNatt, City Attorney 16 RESOLUTION BE IT RESOLVED by the City Council of the City of Lodi, California, that the Mayor and the City Clerk be and are hereby authorized to execute for and on behalf of ^ City of Lodi, California. the attached Amendment No. 3 and Revision 2 of Exhibit B to Contract No. DE•MS65-82WP59014 for Electric Service with the Western Area Power Administration, which Amendment No. 3 an4 Revision 2 of Exhibit B were duly presented to the City Council are hereby approved. State of California } ss city of ) I , the duly appointed and qualified Clerk of the City of Healdsburg, California, do hereby certify that the foregoing is a true, accurate, and complete copy of a resolution duly passed and adopted at a regular meeting of the City Council of the City of Lodi, California. held on ► 19 -- Date: By: Title: Exhibit 8, Revision 2 Contract No. ©E-MS65-82WP59015 EXHIBIT 8 (Contract Rate of Delivery) 1. This revised Exhibit B. made this day of 1992. to be effective under and as Dart of Contract No. - S6 -82WP 9015, dated February 24. 1982 (hereinafter called the Contract), shall become effective on the first day of April 1992, shall, on said date, terminate and supersede Zxhibit 6 dated February 11. 1991. and shall remain in effect until superseded by another Exhibit 8; Provided. That this Exhibit B or any superseding Exhibit 3 shall be terminated by the termination of the Contract. 2. a. On and after the effective date of this Exhibit B, thi Contract Rate of Delivery (CRD) for firm power shall be 8,063 kilowatts of Westlands Withdrawable Power and 3,673 kilowatts of the 26 megawatts of firm power. and 2.100 kilowatts pursuant to Amendment No. 3 to this Contract, which provides for the City's Renewable Resource Allocation. for a total CRD of 13.836 kilowatts. b. The City's Renewable Resource Allocation will be terminated in accordance with Section 5 of Amendment No. 3. 3. The original allocation referred to in Section 10(c) of this Contract shall be 8,327 kilowatts of Westlands Withdrawable Power and 3,673 kilowatts of the 26 megawatts of firm power for a total of 12.000 kilowatts. WESTERN AREA POWER ADMINISTRATION Title: Area Manaoer Address: 1825 Bell Street. Suite 105 Sacramento. California 95825 ATTEST: CITY OF I CA OR A By: BY: �• e X. KPINCHE Title: . Thomas A. Peterson, City Manager Address: P.O. Box 3006 Title: City Clerk Lodi, CA 95241-1910 Approved as to form: Bobby W. McNatt, City Attorney I I I . RASES, BiLT IM, AN) PAIMW PFDV S1= . 11. "fectivO January 3. 1989 12. WESTERLY AREA POWER AMnNISTRATICN 6 13. GDEtAL Pc6m CoRrRACT PAWISiow 6-7 14. Nwpayment of Bills in Pull When Dsae .......................... P� I. APPWCNNLTTY Ad#ustTents for Fractional Billing Period ..................... 7 1. Applicability................................................. 2 1: . iE[.liiM CF So&= PFanSMHS . SALZS PYOU71SICIRS . 2. Character of Se=rvice.......................................... 2 3. Use of Capacity or Erww%v in Excass of Contract Obligation .... 2 4. Continuity of Service ......................................... 2-3 5. Multiple Points of Delivery...................................3 Design Approval ............................................... 6. !lsteriaq...................................................... 3-4 7. Sx�stance of Trammnission Service Contract .................... 4 • 8. Conditions of Transnission Service ............................ 4-5 9. Hiltiple Points of Delivery Irrvolvirg Direct and Transmitted 7h rd - Party Use of Facilities ................................. 10 Deliveries.................................................... 5 10. Construction. Operation, and Maintenance of omtraator's M:�dification of Western Facilities ............................ 10 PowerSystem .................................................. 5 I I I . RASES, BiLT IM, AN) PAIMW PFDV S1= . 11. CIWWVo of Rates ............................................... 6 12. Minirru. m Seasonal or Annual Capacity Charge .................... 6 13. Billing and Payment ........................................... 6-7 14. Nwpayment of Bills in Pull When Dsae .......................... 7 15. Ad#ustTents for Fractional Billing Period ..................... 7 16. Adjustments for Cuxtailsrents to Firm Service .................. 7-8 IV. POM SALZS PYOU71SICIRS . 13 17. Reale of Firm Electric Service ............................... 8 18. Contract Subject to Colorado River- CcrrpaCt .................... 8 V. PACIx.1= Pro"S'ZIM . 14 . 19. Design Approval ............................................... 9 20. Inspection and Acceptance ..................................... 9 21. As -built Dran Ings ............................................. 9 22. Egpip amt Ownership Markers ................................... 9-10 23. 7h rd - Party Use of Facilities ................................. 10 24. Changes to Western Control Facilities ......................... 10 25. M:�dification of Western Facilities ............................ 10 26. Transmission Rights ........................................... 11 • 27. Construction and Safety procedures ............................ 11-12 VI . • 28. Authorized Representatives of the Parties ..................... 12 29. Effect of Section tieadirgs.................................... 12 30. operating 0►ddelines and Procedures ........................... 12 31. Uric -liable Forces ......................................... 12-13 32. Liability..................................................... 13 33. Erswixonmeital Ca pl iance...................................... 13 34. Cooperation of Contracting Parties ............................ 13 35. Transfer of Interest in Contract by Contractor ................ 14 36. Waivers....................................................... 14 37. Notices....................................................... 14 . 38. Contingent Upon Appropriations ................................ 14 35. Officials Not to Benefit ...................................... 14 40. Covenant Against Contingent Fees .............................. 15 ■41 . Contract Work Hours and Safety StarcLuriis ...................... 15 ■ 42. Equal opportunity E]rployment Practices ........................ 15 43. Use of Convict Labor .......................................... 15 0 Rx -_v i sed January 3. 1989. Effective January 3, 1989 ra Z .� it•• ol• !• "•• • I. AFmi manxiT. 1. 1m1 icability. 1.1. These Geral Power Cor, t ri t shall t-- a �aZt CE to which they are qrcvisions set forth general cor�ii ti s app 1 i,-�L:o 1e. to the specific teens set forth in the contract have ir pr�r is ion herein. 1.2. If the Can?.: Ms nm' sr utilities which either directly o r irclir---ct�1 y receiving benefits f rests the contract, } the Contractor shall require such menbexa to camlY with the General i Contract Provisions, Articles 10, 17, 18, 33, 34, 41, 42, and 43. iii: } �►; r :: t• :�� r c: �«� ?���i t.T�# 2. C2larar r cif St4- rie---A Electric energy supplied or trarmi t t,�d lir4e�r the contract will be three-phase, a1 t,-�ra t irq current, at a n urinal of sixty (6 0) bertz (cycles per second) . 3. Q$--. of Capacity o r Sr,-- rry in Excess c)f CO r - r: Cbll� r ion, The is rot entitled to use Federal power, energy, or capacity in amounts greater than the western contract 6a1 i,,sry cbl igation in effect for each of service provided for in the contract except with the approval cif the Cimwacting Officer. unauthorized overruns of contract delivery obligations shall to subject w charges Vp:4 ifie-d in the contract or the applicable rarer schedules. overruns shall not establish any c nt-L—Q-i ,,q right thereto and the contractor shall ? any overruns when requested by the Contracting Officer, or in the case of authorized overruns, ►item the mal whichever occurs .f is -s t , N* U,, rg in tie contract shall obligate Western to i rc rea:-2 any de l l� orf obligation. If additional pvwer,energy,►, or capacity is rA t available E rrn western, the ib i 1 i ty for securing additional -z, energy, or r}3 rx; i r y shall n� t :#iolly with the Contractor. 4. Q= irnu i tv of f,' rl.i ce , F, 1 a� r is service will be a'ijr* 1 i sd or cdntimxx= i Y except for: (1) fluctuations, Lnt,. ptiorsr or reductions due to urccntxvliable forces, �-s defined in Article 31 herein, (2) fluctuations, interruptions, or reductions due to operation of devices installs for power sys ton prot.�t. ion; and (3) tenTonu-y fluctuations, interruptions, or reductions, which, in the opinion of the party supplying the s-svicie, are 6.4. If acceptable . rA tests of a neter needed by '4aztern for billing or other accounting purposes disclose an -=.r exceediffl two n��o percent(2%), 2 r not services furnin based shed the dur � iod that shall subceh during the � inaccuracy has existed as determined by the Cvntractir Officer; rrr t , if such period of inaccuracy cast be detszrnir ed , cozractibn shall be made for the ri= beginning with the rronthdy billing period immat2ly preceding the billing period during which the test was made. 6.5. Any aorrecticn in b 11 lira rz---Sui t srq Er --M r t -L' crl in meter records shall rz:) oral l y cp armors in tae rix t rsr n th.l y bill by Western to the contractor. Payment of such bill shall = i to full ad jusmerit of ami claim the cant i ss re � to Iris Lng Cut of inaccuracy cf metering s+aipTwt . If the provides for western to furnish services using the facilities of a third �axt. /, the obligation of Western shall `sem subject to arfJ irf _nt upon the existence of a transmission service contxact granting Western rights to use such facilities. If western acquires or edrsctructs facilities t�ich v.cv3d enable it to furnish dira:t setvice to the Contractor, astern, at its option, may furnish service its cin facilities. 8. Condi t f or of Traro n1 s s i o n S-- rr ir_c� 8.1. when service under the u t = is furnished by ' tern over the facilities of others by virtue cf a t-An-nissi,-n icp a.rrarr�nt, the power vA energy will be furnished at the vOltAbe available .W -A tI low the which exist U -c n tisre to time on the tn�Ln-17n-I'ssion over which the is supplied. • 8.2. Ur d e s s Prr:;k/ie-1*-td in the contract or attached rate schedule, the Contractor shall gra s n tz, in a p r factor at each point of delivery Ercm Western's traromission agent as sir i by the transmission agent. 8.3. western will endeavor to inform the c -;=tetra -or 'tri time to time of aml on the S-iatam c+ which the service is supplied, cut the of any changes made necessary in the Contractor's system because of changes or cordt,tions on the system over which txe service is sal red shall not be a against or a liability of Western. 8.4. If the Contractor, because of changes or (.-T ition;s on the v(st4 n over which service Ur33 er the contract is supol iii, is required to rra.,= e changes on its s tern at its awn : e in order to continue receiving service urde* the contract, then the Contractor m y team service under the a�tra,Yt upon not less than sixty (60) days' written rot ic-e given to the Contracting Officer prior to making such changes, but rct thereafter. 0 f—aviise-d Janu.2a-y 3, 1985. III. Rnms, BIEj.IAD, AND PAYMENT pronsim. I tet.- � �: • � - Rates a,� p 1 icab l e ur6-r the contract shall be subject to charms by Western in acccMance with appropriate rate ad jvsurent procedures. If at any tisre the United States prcriulgates a rate changing a rate then in effect under the contract., it will prarptly notify the Contractor thereof, Rates Shall beeare effective as to the contract as of the effective date of such rate. The Contractor, by wTitters notice to the Contracting Officer within ninety (90) days after the effective date of a rate change. may elect to te=Unate the service billed by Western ur6ex the new rate. Said teztion shall be effective on the last day of the billing period requested by the Contractor not later than t.�) (2) years after the effective date of the new rate. Service provided by Western shall be paid for at the new rate regardless of whether the contractor exercises the option to temainate service. When the rate in effect under the oontraet. provides for a mi n i mLin seasonal or annual capacity charge, a stat4rnant of the mirdnt n capacity charge due, if any, shall be included in the bill rendered for service for the last billing period of the service ses--� or contract year as appropriate, adjusted for increases or der.r9ases in the contract rate of delivery and for the nLvdnr of billing periods during the year or season in which service is not provided. where nultiple pints of delivery are involved and the contract rate of delivery is stated to be a maxixua mate rate of delivery for all pints, in deta=rLfr� the missimm seasonal or avaial capacity charge due, ifany, the monthly capacity charges at the individual points of delivery shall be added together. 13.1. Western will issue bills to the Contractor for service furnished during the preceding month within ten (10) days after the end of the billing period. 13.2. If western is Linable to issue a timely monthly bill, it MBY elect to retder an estimated bill for that ninth to be fol lotxec! by the final bill. Such estimated bill shall be subject to the sane payment provisions as a final bill. 13.3. Payments are due and payable by the Oontaractbr before the close of hisirr s on the twentieth (20th) calendar day after the date of issuance of each bill or the next bus mess day thereafter if said day is a Saturday, Sunday, or Federal holiday. Sills Shall be considered paid when gement is received by �stQsn; Provided, Tt'ot payments received by mail will be accepted as tinily and without assessrent of the charge provided for in Article 14 if a United States Post Office first class mil p:'st3r3rk indicates the payment was mailed at least three (3) calendar days before the due date. 16.2 , The total number of hoau s of curtailed f idn electric service in any billing �xicd shall be taunir by adding: (1) the sun of the number of �ztim of interrupted eLan-ric service to (2) the product, for each reduction, of: the naeber of hours of reduced electric service and the percentage b� which electric service vuas reduced �-'e1c:W the (-e1i�xy obligation o Western at the r i,re of each said:: i 3n of electric service. The demand or :.,i i t y c i y-- and ago I i c• b l Q mi rim charges shall each be prwort ionately adjusted in the ratio that the total MNAbbx of hours of electric service determined to have been curtailed bears to the total number of in the billing cpexi� involved. 16.3. `i're Ccrtx-6c o r s;,,al.1 make written c La_ m A t;%in thir't y (3 0) days after receiving the monthly bill, for adjustment an account of any :��rfi�nt of finn electric service, for c-xiai; of 'I hour or longer in duration each, a113 to have occurred that is not reflected in said bill. Failure to ma -.e such written claim, within said thirty -day (30 -day) diol, shall constitute a waiver of said claim. All (nirta LLTen r s of slam. tx i service, which are due to conditions on the power system of the United States, shall be subjci7t to the provisions of this section; Pravi,.�I, That w i tl-dras ra 1 of power and energy iu>der the contract shall 7cr. a cux to i lrren t of e 1 rr is service. 17. In l . of Finn E i , w i ir? (wholesale Sales for P* -:,a 1 e) , The contractor shall not sell any Um electric r or energy 1 ie<# under the ? to aml electricutilit �:r of the Contractor for resale by that utility cuss= er; , That the Contractor may sell the electric power and energy sur 1 i,*nd under the contract to its marbers on cvrxiition that said not sell any of said power and energy to any custamer of the member for �--�a1e by that =vomer. Where the energy soldum!'x the contract is rat ---d 6 m waters of the Colorado River its -em, the contract is made upon the express condition and with the express covenant that all rights urx:�-zr the contract shall be sv-�b j e�~t to and controlled by the Co 10 r-16:) River C)cmpact approved by section 13(a) of the X11{ter Canyon Fro j, Act of Dee—ber 21, 1928, (45 Stat. 1057) and the Parties to the contract shall Observe and be subject to and ntm11 i by said Colorado liver CaVact in the construction, ma n a ,?ut, and operation of the Janna, ry=e rte it , and p0we*lants Cmn which electrical energy is to be furnished by Western to the Contractor under the contract, and in the storage, diversion, delivery, and use of water for the generation of electrical energy to be delivered byto the Contractor under the contract. 22.2• 1f requested by the contractor, Western shall i6antify all M:Ilab 1 e equ i Rre n t and, to the extent agreed upon by the i all t� salvageable facilities or ire r_3 1 L e -j on the w n Axa tvr ` s r ight _:) f -way or in the con tractAr , s substations pursuant, to the contract which are ,-wrfi;�i by the united states, by permanently of f ixip,7 thereto suitable markers clearly identifying the united States as the owser of said equipment and facilities. The OW&x*Ctrw shall not i bl 'r— t_ -_m o f any proposed relating to the facilities governed by the contract or allowrin! pnzty use of the facilities governed by the contract. If Western the Contractor tht, said f�t8n crar,,� will, as solei � by �'� Ccntx•5~fi%r.; O facer, .s=� ly affect the operation ofyWestern's system the .Contractor shall, at no cruet to Western, o�/a solus ion to said adverse effect acceptable to ',��s r a rn , I f at any t ire d�ix ir,7 the term of the contract, the Con tz t irx3 officer detaririp-s that changm or A_,:�Utdons to control, relay, or comaaticatfons facilities are necessary to rrainr4ars the reliability or corTtXV1 of Vbstern's rxarmnirss ion and said ,� or additions are entirely or partially required because cE the Contractor's equipment installed under the contract, such or additions shall, after co 3Lr, r.fon with the contractor, be made by Western with all costs or a slmre of all costs, as dnendned by the Con tract. inq Officer, to be paid by the Contz_,_-*.or, , The contracting Officer shall not i bl the Contractor in writing of the necessary changes or additions and the ezr, L Ta t_ i t,; to be paid by the Contractor. If the Contractor fails to pay its s s .ire of said estimated ccs is , the Con txa: t i rq Officer shall have the right, after giving sixty (6 0) da }•a ` written rA t i ce to the Por tractor, to tenRinat.- thefacility installation pz'wisiore of the contract and require the removal of the Contractor's facilities. 25. Yzd.i f ica t ion of Western Facilities. ;mss t reserves the right, at ww time, to t y its facilities. Western shall keep the C 7n c r info ori cf all p LarTjit_d mc:,.fi tis t ions to western facilities which the facilities installation t to the contract. k%Mtein shall pe rrni t the Cxn r r w :tor to change or mcdl ty its facilities, in a suer sa t i -s f!<tore to arra at no cost or expanse to Western, to retain the facilitiesinterconnectionu �+rs t to t h e contract. At the Contractor's option, Western shallwith the u rnr'�4 in planning alternate for service which shall `cam isrplen t at ra cost or to western. Contractor and' tarn shall mcdi fy the :tn rte. - r , as necessary, to con f om to the new facilities arzan9assnts. 10 27.5. In the event the Contractor, its enployees, agents, or subcontractors fail to ccvply with any provision of this article or Article 20 (Inspection and Acceptance) herein, the contracting officer or an auth:� rized reprr---2ntative my issue an order to stop all or any part of the work until such tine as the Contractor aerorstrat-es corpliarce with the provision at issue. The contractor, its WV1%9WSr agents, or subcontractors shall wake no claim for ccrrparusativn or d mageo resulting Eram such work stoppage. •FY; �• I x.'11• '. Each party to the contract, by written notice to the other, shall desigrate the representative(s) who is (are) authorized to act in its behalf with respect to those matters contained in the contract which are the functions and zibiIities of the authorized of the parties. Each party m y change the designation of its authorized rejaesentative(s) upon oral notice given to the other, confirmed pr+onip ly by Written lint ice . Section haadirgs or article titles &PPeariN in the Contract or these Gerse-ral Pcorar Contract Provisions are ir'.serted for convenience only and shall not be trued as interpretations of text. 1 - w -t -e - : ■.mann_ The parties to the contract may &p-ee upon and pat into effect from time to time, such other written guidelines and procedures as may be dried in order to establish the rreth)ds of operation of the pix system to be followed in the performance of the contract. 31, ificmt rU lable Forms, Neither party to the contract shall be considers�qd to be in default in p of any of its obligations LT6'-r the fit, except to xa34e p pre nt as specified in Article 13 (Billing and Pa'ymr nt) herein, when a failure of par1cwwanee shall be due to an uncontrollable force. The term 'uncontrollable force- mean any cause t)" the control of the party affected, including lxtt rot restricted to, failure of or threat of failure of facilities, f led eat aloe, str3z3's�, f L.re, lightning, epidemic, war, riot, civil distux3a 'sobedience, labor dispute, labor or material Shortage, sabotage, by court order or public authority and action or nonaction by, or failure to obtain the necessary authorizations or approvals frun, any governmental agency or authority, which by exercise of due diligence such party could not reasonably hwe been expect od to avoid and which by exercise of due diligence it shall be unable to overcome. Nothing contained herein shall to construed to requLrE? a party to settle any • wised January 3, 19139- 12 Mr, no f - • • • No voluntary transfer of the contract or of the tights of the Contractor under the contract shall b-- m0e without the written appnwal of the AdMinistrator of astern; =, That if the Contractor operates a Pr'D#rzct f in wtole or in part by the ural Electrification Administration, the CcrGractor may transfer or assign its intarest in the contract to the R.iral Electrification Adr.j rdstratiOn or any Ot �t or agency of the Federal Gmmw mt without s-cch written appL*ml; Provided further, That any svcc—scr to or assignee of the rights of the Cattractor, whether by voluntary transfer, judicial sale, foreclOcure sale, or Otherwise, shall be subject to all the pro ,, is ions and toroth t ions of the contract to the sane extent as though such suooesS=or asst ee we=e the original Contractor u der the contract; and, BMWs+ rl -That the execution of a mortgage or trust deed, or judicial or foreclosure sales Trade thereunder, shall not be deemed voluntary trans Eers within the reardng of this article. 36. Waivers - Any waivers a t any time by either pasty to the contract of its rights with respect to a default or any other matter arising under or in =v-*ct ion with the contract shall not be deaTed a wa i'rer with respect to any sub3agoett default or ratter. 31. Notices. Any ratite, demand, or request required by the ctmtzact or the provisions of these =Ucles to be in writing Shall be consider d Properly given when delivered in person, or sent by either registered or certified frail, postage prepaid, or prepaid telegram addressed to each party's authorized reprezntative at the principal offices of the party. The designation of the person to be rptified may be changed at any time by similar notice. M -em activities provided for in the contract extend beyond the current fiscal year, continQed expenditures by the united States are contir9ent upon Cis m3.k� the necessary ap�ropriatiors required for the continued perfonrarce of the united States obligations under the contract. In case such appropriation is not rrade, the Contractor hpr releases the United States from its contractual obligations and frcn all liability due to the failure of Congress tomake such appropriation. No m aTb r of or de l ega to to congress or Res ick ht Garmi ss ione r shall kae admitted to any sbare or part of the contract or to any benefit that may have arisen from the contract, but this restriction shall not be construed to extend to the contract if made with a corporation or caTpamf for its general benefit. 14