HomeMy WebLinkAboutAgenda Report - July 15, 1998 (38)CITY OF LODI COUNCIL / 1
AGENDA TITLE: United States of America Department of Energy Western Area Power Administration
Contract for Bill Crediting with City of Lodi (Contract 98 -SNR -69)
MEETING DATE: July 15, 1998
PREPARED BY: Electric Utility Director
RECOMMENDED ACTION: That the City Council authorize the City Manager to execute the attached
contract with the Western Area Power Administration.
BACKGROUND INFORMATION: The Western Area Power Administration (Western) has arranged for the
purchase of supplemental power from various suppliers to help serve the
requirements of its Sierra Nevada Region customers such as the City of
Lodi. In order to ensure Western's ability to continue to provide reliable, firm electric service, it is recommended
that the City participate in Western's bill crediting program.
By agreeing to participate in Western's bill crediting program, the City of Lodi would pay all or a portion of its power
bill directly to Western's power suppliers rather than Western. Such payments would be made as an administrative
and accounting accommodation to Western, but the City of Lodi would assume no payment obligations to Western's
power suppliers. The City would receive credit for such payments on subsequent power bills from Western.
No increase in City of Lodi power costs would result from implementation of this contract.
FUNDING: Not Applicable
A lel) ag,,,t-
Alan N. Vallow
Electric Utility Director
PREPARED BY: John Stone, Manager, Business Planning and Marketing
ANV/JS/lst
c: City Attorney
APPROVED:
H. Dixon Flynn — City M nager
Contract 98 -SNR -69
UNITED STATES OF AMERICA
DEPARTMENT OF ENERGY
WESTERN AREA POWER ADMINISTRATION
CONTRACT FOR BILL CREDITING
WITH
THE CITY OF LODI
Contract 98 -SNR -69
UNITED STATES OF AMERICA
DEPARTMENT OF ENERGY
WESTERN AREA POWER ADMINISTRATION
CONTRACT FOR BILL CREDITING
WITH
THE CITY OF LODI
TABLE OF CONTENTS
Section
FA=
1. Preamble...................................................... 1
2. Explanatory Recitals ............................................. 1
3. Agreement.....................................................2
4. Term of Agreement .............................................. 2
5. Definition and Explanation of Terms ................................ 2
6. Payment Obligation .............................................. 3
7. Payment....................................................... 4
8. General Power Contract Provisions .................................. 5
9. Enforceability..................................................5
Resolution
General Power Contract Provisions (April 30, 1998)
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Contract 98 -SNR -69
UNITED STATES OF AMERICA
DEPARTMENT OF ENERGY
WESTERN AREA POWER ADMINISTRATION
CONTRACT FOR BILL CREDITING
WITH
THE CITY OF LODI
I. PREAMBLE:
This Contract is made this day of , 1998, pursuant to the Acts of
Congress approved June 17, 1902 (32 Stat. 388); August 26, 1937 (50 Stat. 844, 850);
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,
DEPARTMENT OF ENERGY, acting by and through the Administrator, WESTERN
AREA POWER ADMINISTRATION, hereinafter called Western, represented by the
officer executing this Contract, or a duly appointed successor; and the CITY OF LODI, a
Municipality, hereinafter called Lodi, or Contractor, its successors and assigns; each
sometimes hereinafter individually called Party, and both sometimes hereinafter
collectively called the Parties.
2. EXPLANATORY RECITALS:
2.1 Western operates an electric power system including transmission facilities as
part of the Central Valley Project (CVP) and Western owns, and has entitlements
to, portions of the Pacific Northwest -Pacific Southwest AC Intertie and the
California -Oregon Transmission Project.
2.2 Lodi operates an electric utility system which includes generation,
transmission, and distribution facilities.
Contract 98 -SNR -69
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2.3 Western has arranged for the purchase of supplemental power from various
Power Suppliers to help serve the requirements of Western's Sierra Nevada Region
Preference Customers, including Lodi.
2.4 In order to ensure Western's ability to continue to provide reliable, firm
electric service to all Sierra Nevada Region Preference Customers, Lodi has agreed
to pay all or a portion of its Power Bill, as described herein, directly to Western's
Power Suppliers.
3. AGREEMENT:
The Parties agree to the terms and conditions set forth herein.
4. TERM OF CONTRACT:
4.1 This Contract shall become effective on the date of execution and, subject to
prior termination as otherwise provided for herein, shall remain in effect until
midnight of December 31, 2004.
4.2 This Contract may be terminated by any Party under the following
conditions:
4.2.1 After six (6) months' written notice of intent to terminate; or
4.2.2 Upon termination of Lodi's Electric Service Contract, according to the
provisions of that Contract.
5. DEFINITION AND EXPLANATION OF TERMS:
As used herein, the following terms have the following meanings when used with initial
capitalization, whether singular or plural:
Contract 98 -SNR -69
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5.1 "Power Bill" means the bill delivered by Western to Lodi each month for the
sale by Western and purchase by Lodi of power from the Sierra Nevada Region
pursuant to Lodi's Electric Service Contract.
5.2 "Electric Service Contract" means the agreement referred to as Contract
92 -SAO -20056 between Lodi and Western which requires, among other things,
payments by Lodi to Western for electric service from the Sierra Nevada Region.
5.3 "Power Purchase Contract" means an agreement between Western and a
Power Supplier which requires payment by Western to that Power Supplier for
power purchased from that Power Supplier and delivered to the Sierra Nevada
Region to supplement CVP generation.
5.4 "Power Supplier" means an entity engaged in the business of marketing
power and from which Western purchases power in accordance with the terms and
conditions of a Power Purchase Contract.
6. PAYMENT OBLIGATION:
6.1 Lodi hereby agrees to pay a portion of Western's payments due to Power
Suppliers.
6.2 Lodi and Western agree that Lodi assumes no obligation to the specified
Power Supplier for such payments and that such payments are made as an
administrative and accounting accommodation to Western. Lodi and Western
further agree that all obligations for supply of Lodi's power allocation from Western
remain with Western and no special conditions for supply of power to Lodi are
placed on Lodi by this Contract.
I Contract 98 -SNR -69
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6.3 Western shall determine the amount of Lodi's Power Bill to be paid to a
Power Supplier. Such amount shall be deducted from Lodi's Power Bill, and in no
event shall Lodi be obligated to pay an amount under this Contract in excess of its
Power Bill, based on metered, scheduled, or estimated quantities of CVP capacity
511 and energy.
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6.4 Any refusal to pay a Power Supplier in the time period specified on Lodi's
Power Bill shall constitute nonpayment of a portion of Lodi's Power Bill and shall
be subject to the provisions of Lodi's Electric Service Contract for nonpayment of
bills in full when due.
6.5 Except to the extent provided in Section 6.4 above, in the event that Lodi
breaches this Contract, said breach shall not constitute a breach of, or otherwise
affect Lodi's Electric Service Contract, and a breach of Lodi's Electric Service
Contract shall not constitute a breach of, or otherwise affect this Contract.
6.6 Agreement by Lodi to pay a portion of Western's Power Purchase Contract
obligations shall not be contingent upon Congress making appropriations for
expenditures by Western for such Power Purchase Contracts.
7. PAYMENT:
7.1 In accordance with Section 6.3 above, Western shall notify Lodi of the
amount to be paid to a Power Supplier by specifying the amount on Lodi's Power
Bill.
7.2 Lodi shall pay to the designated Power Supplier the amount due within the
time period specified for payment on its Power Bill.
Contract 98 -SNR -69 Page 4
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7.3 Payments shall be made to the Power Supplier by an electronic transfer of
funds or check, at the option of Lodi, unless otherwise agreed between Western and
Lodi. Documentation of payments shall be sent to Western as soon as practicable.
8. GENERAL POWER CONTRACT PROVISIONS:
The General Power Contract Provisions dated April 30, 1998, are hereby attached to and
made a part of this Contract; Provided, That only Articles 1. 1, 31, 32, 34, 38, 39, and 41
through 44 shall be applicable under this Contract.
9. ENFORCEABILITY:
It is the intent of the Parties hereto that this Contract shall not confer any rights on third
parties to enforce the provisions of this Contract. This Contract can only be enforced by
Western or Lodi.
Contract 98 -SNR -69
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IN WITNESS WHEREOF, the Parties hereto have executed this Contract the day
and year first above written.
WESTERN AREA POWER ADMINISTRATION
By:
Title:_ Regional Manager
Address: 114 Parkshore Drive
Folsom, California 95630
CITY OF LODI
By:
Title: CITY MANAGER
Address: 221 WEST PINE STREET
LODI CA 95240
ATTEST:
ALICE M. REIMCHE, CITY CLERK
APPROVED AS TO FORM:
RAN LL A. HAYS, CIT ATTORNEY
Contract 98 -SNR -69 Page 6
Effective April 30, 1998
WESTERN AREA POWER ADIVIlNISTRATION
GENERAL, POWER CONTRACT PROVISIONS Page
I. APPLICABILITY.
1. Applicability...............................................................2
II. DELIVERY OF SERVICE PROVISIONS.
2. Character of Service.......................................................... 2
3. Use of Capacity or Energy in Excess of Contract Obligation .......................... 2
4. Continuity of Service......................................................... 2
5. Multiple Points of Delivery .................................................... 3
6. Meterin....................................................................3
7. Existence of Transmission Service Contract ....................................... 3
3. Conditions of Transmission Service .............................................. 4
9. Multiple Points of Delivery Involving Direct and Transmitted Deliveries ..............:. 4
10. Construction, Operation, and Maintenance of Contractor's Power System ................ 4
III. RATES, BILLLN"G, A.ND PAYNIENT PROVISIONS.
11. Change of Rates............................................................. 5
12. Minimum Seasonal or Annual Capacity Charge .................................... 6
13. Billing and Payment..........................................................5
14. Nonpayment of Bills in Full When Due ........................................... 6
15. Adjustments for Fractional Billing Period ......................................... 6
16. Adjustments for Curailments to Fi rm Service ...................................... 6
IV. POWER SALES PROVISIONS.
17. Resale of Firm Electric Service .............................................. 7
18. Distribution Principles........................................................ 7
19. Contract Subject to Colorado River Compact ...................................... 7
V. FACILITIES PROVISIONS.
Authorized Representatives of the Parties ........................................
20.
DesignApproval.............................................................7
Effect of Section Headings ....................................................
21.
Inspection and acceptance.....................................................3
Operating Guidelines and Procedures ...........................................
22.
As -Built Drawings...........................................................3
UnccntrolIable Forces........................................................11
23.
Equipment Ownership Markers .................................................
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Third -Party Use of Facilities ...................................................
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25.
Changes to Western Control FaciIities............................................
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Modification of Western Facilities ...............................................
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Transmission Riahts..........................................................9
Notices...................................................................12
23.
Construction and Safety Procedures .............................................
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Environmental Compliance ...................................................
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Responsibility for Hazardous Materials
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VI. OTHER PROVISIONS.
31.
Authorized Representatives of the Parties ........................................
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Effect of Section Headings ....................................................
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Operating Guidelines and Procedures ...........................................
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UnccntrolIable Forces........................................................11
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Liability..................................................................11
36.
Cooperation of Contracting Parties .............................................
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Transfer of Interest in the Contract ............................................
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Waivers...................................................................12
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Notices...................................................................12
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Contingent Upon Appropriations ...............................................
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Covenant Against Contingent Fees .............................................
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42.
Contract Work Hours and Safety Standards .......................................
12
43.
Equal Opportunity Employment Practices ........................................
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44.
Use of Convict Labor ........................................................
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*RZ! :sed A-,r.l 30. 1994.
WESTERIN AREA POWER ADrvEMSTRk7I ON
GENER-kI, POWER CONTRACT PROVISIONS
I. APPLICABILITY.
1. Applicability.
Effective April 30, 1998
1.1. These General Power Contract Provisions shall be a part of the contract to which they are attached.
These provisions set forth general conditions applicable to the contract. Specific terms set forth in the contract have
precedence over and provision herein.
1.2. If the Contractor has member utilities which are either directly or indirectly receivins benefits from
the contract, then the Contractor shall require such members to comply with the General Power Contract Provisions,
Articles 10, 1-1, 18, 19, 29, 30, 36, =12, 43, and 4.1.
II. DELIVERY OF SERVICE PROVISIOtiS.
2. Character of Service.
Electric energy supplied or transmitted under the contract will be three-phase, alternating current, at a
nominal frequency of sixty (60) hertz (cycles per second).
lice of Capacity or Energy in Excess of Contract Obligation.
The Contractor is not entitled to use Federal power, energy, or capacity in amounts greater than the
Western contract delivery obligation in effect for each type of service provided for in the contract except with the
approval of Western. Unauthorized overruns of contract delivery obligations shall be subject to charges specified in
the contract or the applicable rate schedules. Overruns shall not establish any continuing right thereto and the
Contractor shall cease any overruns when requested by Western, or in the case of authorized overruns, when the
approval expires, whichever occurs first. Nothing in the contract shall obligate Western to increase any delivery
obligarion. If additional power, enemy, or capacity is not available from Western, the responsibility for securing
additional power, enemy, or capacity shall rest wholly with the Contractor.
4. Continuity of Service.
Electric service wiIl be supplied or transmitted continuously except for: (i) fluctuations, interruptions, or
reductions due to uncontrollable forces, as defined in Article 34 (Uncontrollable Forces) herein, (2) fluctuations,
interruptions, or reductions due to operation of devices installed for power system protection; and (3) temporary
fluctuations, interruptions, or reductions, which, in the opinion of the party supplying the service, are necessary or
desirable for the purposes of maintenance, repairs, replacements, installation of equipment, or investigation and
inspection. The party supplying service, except in case of emergency, will give the party to whom service is being
provided reasonable advance notice of such temporary ircer7aptions or reductions and will remove the cause thereof
with diligence.
Multiple Points of Deliver-%,.
When electric service is supplied at or transmitted to two or more points of delivery under the same rate
schedule, said rate schedule shall apply separately to the service supplied at or transmitted to each point of delivery;
Provided, That where the meter readings are considered separately, and during abnormal conditions, the Contractor's
system is interconnected between points of delivery such that duplication of metered power is possible, the meter
readings at each affected point of delivery will be adjusted to compensate for duplication of power demand recorded
by meters at alternate points of deliver: due to abnormal conditions which are beyond the Contractor's control or
temporary conditions caused by scheduled outages.
6. Metering.
6.1. The total electric power and energy supplied or transmitted under the contract will be measured
by metering equipment to be furnished and maintained by Western, a designated representative of Western, or by the
Contractor. The Contractor shall ensure that metering equipment furnished and maintained by the Contractor or another
power supplier, as provided in the contract, meets the metzring standards of Western if such metering equipment will
be used for billing or other accounting purposes by Western.
6.3. Meters shall be sealed and the seals shall be broken only upon occasions when the meters are to be
inspected, tested, or adjusted, and representatives of the interested paries shall be afforded reasonable opportunity to
be present upon such occasions. Metering equipment shall be inspected and tested each year by the party responsible
for meter maintenance, unless another test interval is agreed upon by the paries. Meters shall also be tested at any
reasonable time upon request by either party hereto, a supplemental power supplier, transmission agent, or control area
operator. Any metering equipment found w be damaged, defective, or inaccurate shall be repaired and readjusted or
replaced by the party responsible for meter maintenance. Meters found with broken seals shall be tested for tampering
and, if appropriate, meter readings shall be adjusted by Western pursuant to Article 6.3 below.
6.3. Except as otherwise provided in Article 6.4 hereof, should any meter that is needed by Western for
billing or other accounting purposes fail to register accurately, the electric power and energy supplied or transmitted
during such period of failure to register accurately, shall, for billing purposes, be estimated by Western from the best
available information.
6.4. If acceptable inspections and tests of a meter needed by Western for billing or other accounting
purposes disclose an error exceeding two percent (20%), then correction used upon the inaccuracy found shall be made
of the records of services furnished during the period that such inaccuracy has existed as determined by Western;
Provided, That if such period of inaccuracy cannot be determined, correction shall be made for the period 'beginning
with the monthly billing period immediately preceding the billing period during which the test was made.
6.5..k -iv correction in billing resulting from correction in meter records shall normally be made in the next
monthly bill rendered by Western to the Contractor. Payment of such bill shall constitute full adjustment of any.claim
between the paries hereto arising out of inaccuracy of .metering equipment.
Existence of Transmission Service Contract.
If the contract provides for Western to furnish services using the facilities of a third party, the obligation
of Western shall be subject to and contingent upon the existence of a transmission service contract granting Western
rights to use such facilities. If Western acquires or constructs facilities which would enable it to furnish direct service
to the Contractor, Western, at its option, may furnish service over its own facilities.
Conditions of Transmission Service,
8.1. When the electric service under the contract is furnished by Western over the facilities of others by
virtue of a transmission service arrangement, the power and energy will be furnished at the voltage available and under
the conditions which exist form time to time on the transmission system over which the service is supplied.
8.2. Unless otherwise provided in the contract or attached rate schedule, the Contractor shall maintain a
power factor at each point of delivery from Western's transmission agent as required by the transmission agent.
8.3. Western will endeavor to inform the Contractor from time to time of any changes contemplated on
the system over which the service is supplied, but the costs of anv ehanses made necessary in the Contractor's system
because of changes or conditions on the system over which the service is supplied shall not be a charge against or a
liability of Western.
8.4. If the Contractor, because of changes or conditions on the system over which service under the
contract is supplied, is required to make changes on its system at its own expense in order to continue receiving service
under the contract, then the Contractor may terminate seniice under the contract upon not less that sixty (60) days'
written notice given to Western prior to making such ehanses, but not thereafter.
8.5. If Western notifies the Contractor that electric service provided for under the contract cannot be
delivered to the Contractor because of an insufficiency of capacity available to Western in the facilities of others over
which service under the contract is supplied, then the Contractor may terminate service under the contract upon not less
than sixty (60) days' written notice given to Western prior to the date on which said capacity ceases to be available to
Western, but not thereafter.
9. Multiple Points of Delivery Involving Direct and Indirect Deliveries.
When Western has provided line and substation capacity under the contract for the purpose of delivering
electric service directlyto the Contractor at specified direct points of delive^i and also has agreed to absorb transmission
service allowance or discounts for deliveries of energy over other system(s) to indirect points of delivery and the
Contractor shifts any of its load served under the contract from direct delivery to indirect delivery, Western will not
absorb the transmission service costs on such shifted load until the unused capacity, as detennined solely by Western.
available at the direct delivery points affected is fully utilized.
10. Construction. Operation, and Maintenance of Contractor's Power Svstem.
The Contractor shall, and, if applicable, shall recuire each of its members or transmission azents to
construct, operate, and maintain its power, system in a nfanner which, as determined by Western, will not interfere with
the operation of the system of Western or its transmission agents over which electric services are furnished to the
Contractor under the contract. and in a manner which will coordinate with the protective relaying and other protective
arrangements of the system(s) of Western or Western's transmission agents. Western may reduce or discontinue
furnishing services to the Contractor if, after notice by Western, the Contractor fails or refuses to make such changes
as may be necessary to eliminate an unsatisfactor" condition on the Contractor's power system which is determined by
Western to interfere si-cmif cantly under current or probable conditions with any service supplied from power system
of Western or from the power system of a transmission agent of Western. Such a reduction or discontinuance of service
will not relieve the Contractor of liabiliry for anv minimum charges provided for in the contract during the time said
services are reduced or discontinued. Nothing in this Anicle shall be construed to render Western liable in any manner
for any claims, demands, costs, losses, causes of action, damages, or liability of any kind or nature arising out of or
resulting from the construction, operation, maintenance of the Contractor's power system.
III. RATES, BILLING, AND PAYMENT PROVISIONS.
11. Change of Rates.
Rates applicable under the contract shall be subject to change by Western in accordance with appropriate
rate adjustment procedures. If at any time the united States promulgates a rate changing a rate then in effect under the
contract, it will promptly notify the Contractor thereof. Rates shall become effective as to the contract as of the effective
date of such rate. The Contractor, by written notice to Western within ninety (90) days after the effective date of a rate
change, may elect to terminate the service billed by Western under the new rate. Said termination shall be effective on
the last day of the billing period requested by the Contractor not Iate. than two (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 terminate service.
12. Minimum Seasonal or .annual Capacity_ Charge.
When the rate in effect under the contract provides for a minimum seasonal or annual capacity charge, a
statement of the minimum capacity charge due, if any, shall be included in the bill rendered for service for the last
billing period of the service season or contract year as appropriate, adjusted for increases or decreases in the contract
rate of delivery and for the number of billing periods during the year or season -in which service is not provided. Where
multiple points of delivery are involved and the contract rate of delivery is stated to be a maximum aggregate rate of
delivery for all points, in determining the minimum seasonal or annual capacity charge due, if any, the monthly capacity
charges at the individual points of delivery shall be added together.
13. Billing and Pavment.
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 unable to issue a timely monthly bill, it may elect to render and estimated bill for
that month to be followed by the final bill. Such estimated bill shall be subject to the same payment provisions as a final
bill.
13.3. Payments are due and payable by the Contractor before the close of business on the twentieth
(20th) calendar day after the date of issuance of each bill or the nest business day thereafter if said day is a Saturday,
Sunday, or Federal holiday. Bills shall be considered paid when payment is received by Western; Provided, That
payments received by mail will be accepted as timely and without assessment of the charge provided for in Article 14
(,Nonpayment of Bills in Full When Due) if United States Post Office first class mail postmark indicates the payment
was mailed at least three (3) calendar days before the due date.
13.4. Whenever the parties agree, payments due Western by the Contractor may be offset against
payments due the Contractor by Western for the sale or exchange of electric power and enerw, use of transmission
facilities, operation and maintenance of electric facilities, and other services. For services included in new billing
procedures, payments due one party in any month shall be offset against payments due the other party in such month,
and the resulting net balance shall be paid to the party in whose favor such balance exists. The parties shall exchange
such reports and information that either party requires for billing purposes. Net billing shall not be used for any amounts
due which are in dispute.
14. Nonpayment of Bills in Full When Due.
14.1. Bills not paid in full by the Contractor by the due date specified in Article 13 (Billing and
Payment) hereof shall bear a charge of five hundredths percent (0.05%) of the principal sum unpaid for each day
payment is delinquent, to be added until the amount due is paid in full. Western will also assess a fee of twenty-five
dollars ($25.00) for processing a late payment. Payments received will first be applied to the charges for late payment
assessed on the principal and then to payment of the principal.
14.3. Western shall have the right, upon not less than fifteen (15) days advance written notice, to
discontinue furnishing the services specified in the contract for nonpayment of bills in full when due, and to refuse to
resume such services so long as any part of the amount due remains unpaid. Such a discontinuance of service will not
relieve the Contractor of liability for minimum charges during the time service is so discontinued. The rights reserved
to Western herein shall be in addition to all other remedies available to Western either by law or in equity, for the breach
of any of the terms hereof.
15. Adjustments for Fractional Billing Period.
For a fractional part of a billing period at the beginning or end of electric service, at the beginning or end
of irrigation pumping service each year, a fractional billing period under a new rate schedule, and for fractional periods
due to withdrawals of electric services, the demand or capacity charge and minimum charges shall each be
proportionately adjusted in the ratio that the number of hours that electric service is available to the Contractor in such
fractional billing period bears to the total number of hours in the billing period involved.
16. Adjustments for Curtailments to Firm Service.
16.1. Billing adjustments will be made if firm electric service is interrupted or reduced because of
conditions on the power system of the united States for periods of 1 hour or longer in duration each. Billing
adjustments will not be made when such curtailment of electric service is due to a request by the Contractor or a
discontinuance of electric service by Western pursuant to :article 14 (:Nonpayment of Bills In Full When Due). For
purposes of billing adjustments under this A, zicle, the tem power system of the United States shall include transmission
facilities used under contract but not owned by the United States.
16.2. The total number of hours of curtailed firm electric service in any billing period shall be
determined by adding: (1) the sum of the number of hours of interrupted electric service to (2) the product, of each
reduction, of the number of hours reduced electric service and the percentage by which electric service was reduced
below the delivery obligation of Western at the time of each said reduction of electric service. The demand or capacity
charge and appiicab[e minimum charges shall each be oroportionately adjusted in the ratio that the total number ofhours
of electric service determined to have been curtailed bears to the total number of hours in the billing period involved.
16.3. The Contractor shall make written claim within thirty (30) days after receiving the monthly bill,
for adjustment on account of any curtailment of firm electric service, for periods of 1 hour or longer in duration each,
alleged to have occurred that is not reflected in said bill. Failure to make such written claim, within said thirty -day (30 -
day) period, shall constitute a waiver of said claim. All curtailments of electric service, which are due to conditions on
the power system of the United States, shall be subject to the provisions of this section; Provided, That withdrawal of
power and energy under the contract shall not be considered a curtailment of electric service.
IV. POWER SALES PROVISIONS.
17. Resale of Firm Electric Service (Wholesale Sales for Resale).
The Contractor shall not sell any firm electric power or enemy supplied under the contract to any electric
utility customer of the Contractor for resale by that utility customer, Provide That the Contractor may sell the electric
power and energy supplied under the contract to its members on condition that said members not sell any of said power
and energy to any customer of the member for resale by that customer.
13. Distribution Principles.
The Contractor agrees that the benefits of firm electric power or energy supplied under the contract shall
be made available to its consumers at rates that are established at the lowest possible level consistent with sound
business principles, and that these rates will be established in an open and public manner. The Contractor further agrees
that it will identify the costs of firm electric power or energy supplied under the contract and power from other sources
to its consumers upon request. The Contractor will demonstrate compliance with the requirements of this Article to
Western upon request.
19. Contract Subiect to Colorado River Comoact.
Where the energy sold under the contract is generated froth waters of the Colorado River system, the
contract is made upon the express condition and with the express covenant that all rights under the contract shall be
subject to and controlled by the Colorado River Compact approved by Section 13 (a) of the Boulder Canyon Project
Act of December 21, 1933, (45 Stat. 1057) and the parties to the contract shall observe and be subject to and controlled
by said Colorado River Compact in the construction, management, and operation of the dams, reservoirs, and
power -plants from which electrical energy is to be fumished 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 by Western to the
Contractor under the contract.
V. FACILITIES PROVISIONS.
20. Design AQproval.
All facilities, construction, and installation by the Contractor pursuant to the contract shall be subject to
the approval of Western. Facilities interconnections shall normally conform to Western's current "General
Requirements for Interconnection," in effect upon the signing of the contract document providing for each
interconnection, copies of which are available from Western. At least ninety (90) days, unless otherwise agreed, prior
to the date the Contractor proposes to commence construction or to incur an obligation to purchase facilities to be
installed pursuant.to the contract, whichever date is the earlier, the Contractor shall submit, for the approval of Wgstern,
detailed designs, drawings, and specifications of the facilities the Contractor proposes to purchase, construct, and install.
The Contractor assumes all risks for construction commenced or obligations to purchase facilities incurred prior to
receipt of approval from Western. Western review and approval of designs and construction work in noway implies
that Western is certifying that the designs meet the Contractor's needs.
21. Inspection and Acceptance.
Western shall have the right to inspect the materials and work furnished by the Contractor, its agents,
employees, and subcontractors pursuant to the contract. Such inspections shall be at reasonable times at the worksite.
Any materials or work that Western determines is defective or not in accordance with designs, drawings, and
specifications, as approved by Western, shall be replaced or modified, as directed by Western, at the sole expense of
the Contractor before the new facilities are energized.
22. As -Built Drawing.
Within a reasonable time, as determined by Western, after the completion of construction and installation
of facilities pursuant to the contract, the Contractor shall submit to Western marked as -built prints of all Western
drawings affected by changes made pursuant to the contract and reproducible drawings the Contractor has prepared
showing facilities of Western. The Contractor's drawings of Western facilities shall use drawing title blocks, drawing
numbers, and shall be prepared in accordance with drafting standards all as approved by Western. Western may prepare,
revise, or complete said drawings and bill the Contractor if the Contractor fails to provide such drawings to Western
within a reasonable time as determined by Western.
23. Equipment Ownership Markers.
23.1. The Contractor shall identify all movable equipment and, to the extent agreed upon by the parties,
aII other saivageable facilities constructed or installed on the United States right-of-way or in Western substations
pursuant to the contract which are ow-ned by the Contractor, by permanently affixing thereto suitable markers clearly
identifying the Contractor as the owner of said equipment and facilities.
23.2. If requested by the Contractor, Western shall identify all movable equipment and, to the extent
agreed upon by the parties, all other salvageable facilities constructed or installed on the Contractor's right-of-way or
in the Contractor's substations pursuant to the contract which are owned by the United States, by permanently affixing
thereto suitable markers cleariv identifying the United States as the owner of said equipment and facilities.
24. T nird-Party Use of f=acilities.
The Contractor shall notify Western of any proposed system change relating to the facilities governed by
the contract or allowing third -part' use of the facilities Qoverned by the contract. IfWestem notifies the Contractor that
said system change will, as solely determined by Western, adversely affect the operation of Western's system the
Contractor shall, at no cost to Western, provide a solution to said adverse effect acceptable to Western.
25. Changes to Western Control Facilities.
If at any time during the term of the contract, western determines that changes or additions to contrgl, relay,
or communications facilities are necessary to maintain the reliability or control of Western's transmission system, and
said changes or additions are entirely or partially required because of the Contractor's equipment installed under the
contract, such changes or additions shall, after consultation with the Contractor, be made by Western with all costs or
a proportionate share of all costs, as determined by Western, to the be paid by the Contractor. Western shall notify the
Contractor in writing of the necessary changes or additions and the estimated costs to be paid by the Contractor. If the
Contractor fails to pay its share of said estimated costs, Western shall have the right, after Qiving sixty (60) days' written
notice to the Contractor, to terminate the applicable facility installation provisions to the contract and require the
removal of the Contractor's facilities.
26. Modification of Western Facilities.
Western reserves the right, at any time, to modify its facilities. Western shall keep the Contractor informed
of all planned modifications to Western facilities which impact the facilities installation pursuant to the contract.
Western shall permit the Contractor to change or modify its facilities, in a manner satisfactory to and at no cost or
expense to Western, to retain the facilities interconnection pursuant to the contract. At the Contractor's option, Western
shall cooperate with the Contractor in planning alternate arrangements for service which shall be implemented at no cost
or expense to Western. The Contractor and Western shall modify the contract, as necessary, to conform to the new
facilities arrangements.
27. Transmission Rights.
If the contract involves an installation which sectionalizes a Western transmission line, the Contractor
hereby agrees to provide a transmission path to Western across such sectionalizing facilities at no cost or expense to
Western. Said transmission path shall be at least equal, in terms of capacity and reliability, to the path in the Western
transmission line prior to the installation pursuant to the contract.
23. Construction and Safety Procedures.
23.1. The Contractor hereby acknowledges that it is aware .of the hazards inherent in high-voltage
electric lines and substations, and hereby assumes full responsibility at all times for the adoption and use of necessary
safety measures required to prevent accidental harm to personnel engaged in the construction, inspection, testing,
operation, maintenance, replacement, or removal activities of the Contractor pursuant to the contract The Contractor
and the authorized employees, agents, and subcontractors of the Contractor shall comply with ail applicable safety laws
and building and construction codes, including the provisions of Westemm*s current "Power Systems Safety Manual,"
"Construction, Safety, and Health Standards," and "Power System Clearance Procedures" in effect upon the signing
of the contract; Exce t, That, in lieu of the safety program required herein, the Contractor may provide sufficient
information to demonstrate that the Contractor's safety program is satisfacton• to the United States.
23.2. The Contractor and its authorized employees, agents, and subcontractors shall familiarize
themselves with the location and character of all the transmission facilities of Western and interconnections of others
relating to the work performed by the Contractor under the contract. Prior to starting any construction, installation, or
removal work. the Contractor shall submit a plan of procedure to Western which shall indicate the sequence and method
of performing the work in a safe manner. No work shall be performed by the Contractor, its employees, agents, or
subcontractors until written authorization to proceed is obtained from Western.
23.3. At all times when the Contractor, its employees, agents, or subcontractors are performing activities
of any type pursuant to the contract, such activities shall be under supervision of a qualified employee, agent or
subcontractor of the Contractor who shall be authorized to represent the Contractor in all matters pertaining to the
activity being performed. The Contractor and Western will keep each other informed of the names of their designated
representatives at the site.
23.4. Upon completion of its work, the Contracwr shall remove tom the vicinity of the right-of-way
of the United States all building, rubbish, used materials, concrete forms, and other like material belonging to the
Contractor or used under the Contractor's direction, and in the event of failure to do so the same may be removed by
Western at the expense of the Contractor.
23.5. In the event the Contractor, its employees, agents, or subcontractors fail to comply with any
provision of this Article, or Artie le 21 (Inspection and Acceptance) herein, Western or an authorized representative may
issue an order to stop all or any part of the work until such time as the Contractor demonstrates compliance with the
provision at issue. The Contractor, its employees, agents, or subcontractors shall make no claim for compensation or
damages resulting from such work stoppage.
29. Environmental Compliance.
Facilities installed under -the contract by any parry shall be constructed, operated, maintained, replaced,
and removed subject to compliance with laws, executive orders, and regulations applicable to that party, including the
National Environmentai Policv Act of 1969, as amended, 36 CFR 300, and the Archeological Resources Protection Act
of 1979.
30. Responsibility for Hazardous Nfaterials.
When either party owns equipment containing hazardous material located on the other party's substation,
switchyard, right-of-wav, or other property, the equipment owner shall be responsible for all activities related to
hazardous materials in such equipment that are necessary to meet the requirements of the Tonic Substances Control Act
(15 U.S.C. 2601 it =g..), the Solid Waste Disposal :pct and the Resource Conservation Environmental Response,
Compensation, and Liability Act of 1980 {42 U.S.C. 9601 et sem), and the regulations implementing these laws, as they
may be amended, and any other existing or subsequent applicable Federal or state laws and regulations. Each parry shall
label its equipment containing hazardous material in accordance with appropriate laws and regulations. If the party
owning the equipment does not perform activities required under appropriate laws and regulations withing the time
frame specified therein, the other party may perform or cause to be performed the required activities after notice to and
at the sole expense of the party owning the equipment.
"I. OTHER PROVISIONS.
31. Authorized Rel2resentatives of the Parties.
Each party to the contact, by written notice to the other, shall designate the representative(s) who is (are)
authorized to act in its behalf with respect to those matters contained in the contract which are the functions and
responsibilities of authorized representatives ofthe parties. Each party may change the designation of its authorized
representatives) upon oral notice given to the other, confirmed promptly by written notice.
32. Effect of Section Headings.
Section headings or Article titles appearing in the contract or these General Power Contract Provisions are
inserted for convenience only and shall not be construed as interpretations of text.
33. Operating Guidelines and Procedures.
The parties to the contract may agree upon and put into effect from time to time, such other written
,,uidelines and procedures as may be required in order to establish the methods of operation of the power system to be
followed in the performance of the contract.
10
34. Uncontrollable Forces.
Neither party to the contract shall be considered to be in default in performance of any of its obligations
under the contract, except to make payment as specified in Article 13 (Billing and Payment) herein, when a failure of
performance shall be due to an uncontrollable force. The tern "uncontrollable force" means any cause beyond the
control of he party affected, including but not restricted to, failure of or threat of failure of facilities, flood, earthquake,
storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage,
sabotage, restraint by court order or public authority and action or nonaction by, or failure to obtain the necessary
authorizations or approvals from, any governmental agency or authority, which by exercise of due diligence such parry
could not reasonably have been expected to avoid and which by exercise of due diligence it shall be unable to overcome.
Nothing contained herein shall be construed to require a party to settle any strike or labor dispute in which it may be
involved. Either party rendered unable to fulfill any of its obligations under the contract by reason of an uncontrollable
force shall give prompt written notice of such fact to the other party and shall exercise due diligence to remove such
inability with all reasonable dispatch.
35. Liabilirv.
33.1. The Contractor hereby agrees to indemnify and hold harmless the United States, its employees,
agents, or Contractors, from any loss or damage and from anv liability on account of personal injury, death, or property
damage, or claims for personal injury, death, or property damage of any nature whatsoever and by whomsoever made
arising out of the Contractors', its employees', agents. or subcontractors', construction, operation, maintenance, or
replacement activities under the contract.
35.2. The United States is liabi: only for negligence on the part of its officers and employees in
accordance with the Federal Tort Claims Act, as amended.
36. Cooperation of Contracting Parties.
If, in the operation and maintenance of their respective power systems or electrical equipment and the
utilization thereof for the purposes of the contract, it becomes necessary by reason of any emergency or extraordinary
condition for either parry to request the other to furnish personnel, materials, tools, and equipment for the
accomplishment thereof, the party so requested shall cooperate with the other and render such assistance as the party
so requested may determine to be available. The party making such request, upon receipt of properly itemized bills from
the other party, shall reimburse the party rendering such assistance for all costs properly and reasonably incurred by it
in such performance, including administrative and general expenses, such costs to be determined on the basis of current
charges or rates used in its own operations by the party rendering assistance. Issuance and payment of bills for services
provided by Western shall be in accordance with Article 13 (Billing and Payment) and 14 (Nonpayment of Bills in Full
When Due) herein. Western shall pay bills issued by the Contractor for services provided as soon as the necessary
vouchers can be prepared which shall normally be within twenty (20) days.
37. Transfer of Interest in Contract.
37. 1. No voiuntary transfer of the contract or of the rights of the Contractor under the contract shall be
made without The written approval of the Administrator of Western; Provided, That if the Contractor operates a project
financed in whole or in part by the Rural utilities Service, the Contractor may transfer or assign its interest in the
contract to the Rural Utilities Service or any other department or agency of the Federal Government without such written
approval; Provided further, That any successor to or assignee of the rights of the Contractor, whether by voluntary
transfer, judicial sale, foreclosure, sale, or othenvise, shall be subject to all the provisions and conditions of the contract
to the same =stent as :hough such successor or assignee were the original Contractor under the contract; and, Provided
III
further, Chat the execution of a mortgage or trust deed, ar judicial or foreclosure sales made thereunder, shall not be
deemed voluntary transfers within the meaning of this article.
* 37.3. Any successor to Western shall be subject to all the provisions and conditions of the contract to
the same extent as though such successor were an original signatory to the contract.
38. Waivers.
Any waivers at any time by either party to the contract of its rights with respect to a default or any other
matter arising under or in connection with the contract shall not be deemed a waiver with respect to any subsequent
default or matter.
39. Notices.
Anv notice, demand, or request required by the contractor the provisions of these :articles to be in writing
shall be considered properly given when delivered in person, or sent by either registered or certified mail, postage
prepaid, or prepaid telegram addressed to each party's authorized representative at the principal offices of the party.
The designation of the person to be notified may be changed at any time by similar notice.
40. Contingent Upon Al2proprriations.
Where activities provided for in the contract extend beyond the current fiscal year, continued expenditures
by the united States are contingent upon Congress making the necessary appropriations required for the continued
performance of the United States obligations under the contract. In case such appropriation is not made, the Contractor
hereby releases the United States from its contractual obligations and from all liability due to the failure of Congress
to make such appropriation.
41. Covenant Against Contingent Fees.
T'ne Contractor warrants that no person or selling agency, has been employed or retained to solicit or secure
the contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting
bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the
purpose of securing business. For breach or violation of this warranty, Western shall have the right to annul the contract
without liability or in its discretion to deduct from he contract price or consideration the full amount of such
commission, percentage, brokerage, or contingent fee.
42. Contract Work Hours and Safety Standards.
The contract, to the extent that it is of a character specified in Section 103 of the Contract Work Hours and
Safety Standards Act (Act), 40 U.S.0 A. {329 (1986), is subject to the provisions of the act, 40 U.S.C.A. {{3?7-333
(:986), and to regulations promulgated b the Secretary of Labor pursuant to the Act.
*Rev sed April 30, 1993.
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43. Equal Opportunity Employment Practices.
Section 202 of Executive Order No. 11246, 43 Fed. Reg. 46501 (1978), which provides, among other
things, that the Contractor will not discriminate against any employee or applicant for employment because of race,
calor, religion, sex, or national origin, is incorporated by reference in the contract.
44. Use of Convict Labor.
The Contractor agrees not to employ any person undergoing sentence of imprisonment in performing the
contract except as provided by 18 U.S.C. 4082 (c)(2) and Executive Order 11755, December29, 1973.
13
RESOLUTION NO. 98-115
A RESOLUTION OF THE LODI CITY COUNCIL
AUTHORIZING THE CITY MANAGER TO EXECUTE A
CONTRACT WITH THE WESTERN AREA POWER
ADMINISTRATION FOR THE PURPOSE OF BILL CREDITING
WITH CITY OF LODI (CONTRACT 98 -SNR -69)
BE IT RESOLVED, that the Lodi City Council hereby authorizes the City Manager
to execute a contract with the Western Area Power Administration for the purpose of bill
crediting with City of Lodi (Contract 98 -SNR -69).
Dated: July 15, 1998
I hereby certify that Resolution No. 98-115 was passed and adopted by the Lodi
City Council in a regular meeting held July 15, 1998 by the following vote:
AYES: COUNCIL MEMBERS - Johnson, Land, Mann, Pennino and Sieglock
(Mayor)
NOES: COUNCIL MEMBERS - None
ABSENT: COUNCIL MEMBERS - None
ABSTAIN: COUNCIL MEMBERS - None
ALICE M. REIMCHE
City Clerk
98-115