HomeMy WebLinkAboutAgenda Report - February 7, 1996 (84).4 OF
CITY OF LODI COUNCIL COMMUNICATION
AGENDA TITLE: Resolution Authorizing an Amendment to the Western Area Power Administration Contract
MEETING DATE: February 7, 1996
SUBMITTED BY: Electric Utility Director
RECOMMENDED ACTION: That the City Council authorize the Electric Utility Director to sign an
amendment to the current Western Area Power Administration (Western)
contract with the City of Lodi (Contractor).
BACKGROUND INFORMATION: On August 15, 1995, Western revised its General Power Contract Provisions
(GPCP). A copy of the revised GPCP and the GPCP applicable to Contract No.
92 -SAO -20056 between Western and the City of Lodi are attached (Attachment
A). The revisions are summarized below:
Article 1. Requires that the Contractor's utility must comply with Article 30, Responsibility for Hazardous
Materials;
Article 6. Allows for metering equipment to be furnished and maintained by Western, the Contractor, or a
Western -designated representative. Additionally, the equipment must be tested at least once each
year, and again at any reasonable time upon request by either party to the Contract, a supplemental
power supplier, transmission agent, or control area operator;
Article 14. Discontinues the initial two percent late payment charge, but adds a twenty-five dollar ($25.00)
administrative charge;
Article 18. Necessitates the Contractor to identify the costs of firm electric power or energy supplied under its
Contract to its customers and Western only upon request;
Article 30. A new article explaining responsibility for hazardous materials; and,
Article 37. A new article making any successor organization to Western subject to the provisions and conditions
of the Contract.
A copy of the previous January 3, 1989 provisions is attached (Attachment B) for reference.
FUNDING: None required. A //� aik
Alan N. Vallow
Electric Utility Director
ANV/JLS/sh
Attachments
Prepared by, John L. Stone, Manager, Rates and Resources
cc: City Attorney
APPROVED:
H. XON FLYNN r
City Manager
cc -1
020796.cc1 January 31, 1996
Amendment No. 1 to
Contract No. 92 -SAO -20056
UNITED STATES
DEPARTMENT OF ENERGY
WESTERN AREA POWER ADMINISTRATION
CENTRAL VALLEY PROJECT, CALIFORNIA
AMENDMENT NO. 1 TO THE
CONTRACT FOR ELECTRIC SERVICE
THE CITY OF LODI
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Amendment No. 1 to
Contract No. 92 -SAO -20056
UNITED STATES
DEPARTMENT OF ENERGY
WESTERN AREA POWER ADMINISTRATION
CENTRAL VALLEY PROJECT, CALIFORNIA
AMENDMENT NO. 1 TO THE
CONTRACT FOR ELECTRIC SERVICE
WITH
THE CITY OF LODI
1. PREAMBLE: This Amendment to Contract No. 92 -SAO -20056 (Primary
Contract) is made this _ day of . 19_, between the UNITED STATES OF
AMERICA, Western Area Power Administration (Western) and the CITY OF LODI (Lodi), also
hereinafter referred to individually as Party and together as Parties, pursuant to the same
authorities as the Primary Contract.
2. RECITALS:
2.1 Western and Lodi entered into the Primary Contract on October 13, 1992. At that
time, the January 3, 1989 General Power Contract Provisions (GPCP) were effective.
2.2 Western has revised its GPCP effective August 15, 1995, and wishes to substitute
these GPCP for the January 3, 1989 GPCP in its Primary Contract with Lodi.
2.3 Lodi also wishes to substitute the revised GPCP for the January 3, 1989 GPCP.
3. AGREEMENT:
The Parties agree to the terms and conditions set forth herein.
Amendment No. 1 to Contract No. 92 -SAO -20056
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1 4. TERM OF AMIENDMENT:
2 This Amendment shall become effective upon execution, but no earlier than March 1, 1996, and
3 shall remain in effect concurrently with the Primary Contract.
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5 5. MODIFICATION TO SECTION 15 OF THE EBIMARY CONTRACT:
6 Section 15 of the Primary Contract is hereby deleted, and the following substituted therefor:
7 "15. GENERAL POWER CONTRACT PROVISIONS:
8 The General Power Contract Provisions, effective August 15, 1995,
9 attached hereto, are hereby made a part of this Contract, the same as if
10 they had been expressly set forth herein."
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12 6. P TMARY -CONTRACT TO REMAIN INE CT:
13 Except as expressly modified by this Amendment, said Primary Contract shall remain in full
14 force and effect; and this Amendment shall be subject to all provisions of the Primary Contract,
15 except as herein amended.
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Amendment No. 1 to Contract No 97.-9AO-70056 2
IN WITNESS WHEREOF, the Parties have caused this Amendment to be
executed the day year first above written.
WESTERN AREA POWER ADMINISTRATION
By:
Title: Regional Manager
Address: 114 Parkshore Drive
Folsom, California 95630
CITY OF LODI
By:
Alan N. Vallow
Title: Electric Utility Director
1331 South Ham Lane
Lodi, California 95242
Approved as to Form:
Ran ll A. Hays
City Attorney
Amendment No. 1 to Contract No. 92 -SAO -20056 h:\user\admin\contract\92SAO20056 3
ATTACHMENT A Eawtive Augmt 15,
P CWER
1995
IESTM ARF'A
GENERAL POWER CCNIRACT PROVITI S
no
I.
* 1.
Applicability.................................................
2
IT. D6LZVF.[m CP Mmv= PRWT'F B.
2.
Character of Service ..........................................
2
3.
Use Of Capacity or Fiiergy in Emoess of Contract Obligation 0 0 0 0
2
4.
Continuity of Service .........................................
2-3
5.
Multiple Points of Delivery...................................
3
* 6.
Metering......................................................
3-4
7.
Existence of Transmission Service Clo nt:act ............. 0-0.00
4
8.
Conditions of Transmission Service ............00......00......
4-5
9.
Multiple Points of Delivery Involving Direct and T ansm tied
Deliveries....................................................
5
10.
CIMIStructicn, Operation, and Maintenance of Oontractcr's
System
5
_ a^e' 0. 0 0 0 .... _ 0 .. 0 0. 0 ........... 00-0.0000 .............
III. RATESp RTT.T.i M, = ELMO= PrMIMM.
11. Charge of Rates ............................................... 6
12- Mini== Seasonal or Annual Opacity Charepe .................... 6
13. Billing and Payment ........................................... 6-7
* 14. Nanpayment of Bills in Full When Due .......................... 7
15. Adjusbw is for FYacticnal. Billing Period ..................... 7
16. Adjusbm!nts for tirta; teen's to Firm Service .................. 7-8
IV. POWER SALES PBOpIS=M.
17. Resale of Firm Electric Service ............................... 8
* 18. Distribution Principles ....................................... 8
19. Contract Subject to Colorado River Ompact .................... 8-9
V. FACIIX= PROVIS3MIS.
20. Desitin Approval ............................................... 9
21. Inspection and Acceptance ...............9.00.0................ 9
22. As -Built Drawings ............................ 0................ 9
23 Equipment Ownership Markers .................... ................ 10
24. 7hind-PYr ty Use of Facilities ......... 00000600.0 .... 04-...... 10
25. Changes to Western Co A=1 Facilities ......................... 10
26. Modification of Western Facilities .....................0.....0 10-11
27. Transmission Rights ........................................... 11
28. Construction and Safety Procedures ............................ 11-12
29. Eavirorm*wital Compliance ..............:....................... 12
* 30. Responsibility for Hazardous Materials ........................ 12
VI. amt MVISIM.
31. Authorized Representatives of the Patties ..................... 12
32. Effect of Section Headings .................................... 12
33. Operating Gu de ;nes and procedures ........................... 13
34. Uhconhtrollable Forces ......................................... 13
35. Liability ..................................................... 13
36. Cooperations of omt=acting Parties ............................ 13-14
* 37. Transfer of Interest in the Omitract .......................... 14
38. Waivers....................................................... 14
39. Notices...................................:................... 14
40. Contingent Upon Appropriations ................................ 15
41. Officials Not to Benefit ...................................... 15
42. Covenant Against ConLingent Fees .............................. is
43. Contract Work Hours and Safety Standards ...................... 15
44. Equal Opportunity F3ployment Practices 15
45. Use of Convict La ...
bor........................................ 15
*Revised August 15, 1995.
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1. AmliCabi l itv. t.
1.1. miese Genexal Power Contract, P.00visicm .shall be a -part of:
the contract to QU ch are attached. . Thme general
conditiac�s applicable�Y ���� � fCrth
to the contract. . Specific terms set.. forth in the
contract have precedence over any provision herein.... ,
r .._... w l.; ;.
1.2. If the I� has menber utilit,iss- whi,c h , am eit!hpx
fly or i tUmctl y receiving benefits f= the contract, then the
Contractor shall requi= such members to comply with the General Power
Contzact Ptw3.sions, Articles 10, 17, 18, 19, 291 30, 36, 43, 44, and 45.
II. EELIVERC or sSRPICE PiaOPISI@18. :.:
2.kincter of Service 4r ,
Electric energy supplied or transmitted under the contract will be
thrM-Pham, alternating current, at a aminal frequency of sixty (60) hertz
(cycles Per second).
3. Use of Capacity or EnCM in Ems of Contract M i eat_ gn
The Contractor is scat 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 eft except with the
approval of Western. Unauthorized overruns of contract: delivery obligatiaaLs
shall be subject to charges specified in the contract ar the applicable rate
Schedules . Overnm shall not establish any contisuirng right thereto and the
Contractor shill cease any overruns when requested by Western, or in the case
of authorized overruns, wham the approval expires, uhichever occurs first.
Nothing in the contract shall obligate Western to tease any delivery
obligation. If additional power,, ar capacity is not available from
Western, the responsibility for securing additional power, mexgy, or
capacity shall rest &*ally with the Contractor.
4. S 'tY of Service.
Electric service will be supplied or traimitted continuously
except for: (1) fluctuations, interzvptims, or mdua*;ions due to
uncontrollable forces, as defined in Article 34 (Uncontrollable Farces)
herein, (2) fluctuations, ;,,+-pr„T -; , ar reductions ons cline to epemtim of
devices installed for power systm p co%and
(3) �r�Y
fluctuations, interruptions, or reductions' which, in the opinion of the
Party suPPlyug the service, are necessary or desirable far the purposes
Revised August 15, 1995.
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Of mai *rtsanatrnrepairs, rezAacements, iilStallatiah of eqUipmsnt, or
investigation and mmpaiction. The party supplying service, ®adeptcasein of
�9e Y, w11 give the party to whom service is being prodded reasonable
advance notice of midi ten nary i „terr uy i c= or reductions and will remove
the cause thereof with diligence.
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' 6.2. 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 parties shall be afforded reasonable
opportunity to be present upon such occasions. Metering equipment shall be
inspected and tested each year by the party revponsible for meter
, unless arm test interval is agreed upon by the patties.
Meters shall also be tested at any reasonable time upon request by either
party hereto, a supplemental power supplier, }*arL�m.�Q.n agent, or control
area operates. Any g eqAP=* farad to be damaged, defective, or
inaccurate shall be repaired and readjusted or replaced by the party
respoaLsible for meter maintam=. Meters found with broken seals shall be
tested for tapering and, if apl=priate, meter readings shall be adjusted by
We, -tern Pursuant to Article 6.3 below.
6.3. Emipt as otherwise provided in Article 6.4 hereof, sbauld
any meter that is needed by Western far billing or other aoao=z mn purposes
fail to register accurately, the electric power and energy supplied or
I aremLitted during such period of failure to register accurately, shall, for
billing purposes, be estimated by Western from the best ava;lable
information.
iaevised August 15, 1995.
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6.5. Any correctim in billing resulting from. correction in meter
reoortis shall no®ally be made in the next monthly bill rendered by Western
to the Contractor. Payment of such bill shall xymstitute full adjustment of
any claim between the parties hereto arising out of inacawaray of metering
equipment.
��� _�� t►- 4t t_��� �. :—� •- •.;ice
If the contract provides for Western to furnish services using the
facilities of a this 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.
8.1. When the electric service under the contract is furrL hed by
Western over the facilities of others by virtue of a t a: tmi ssion service
the power and energy will be furnished at_ the voltage available
and under the co -editions wtrich exist from time to time on the transmission
systesa over which the service is supplied.
8.2. Unless otherwise provided in the contract or attached rate
due, the Contractor shall maintain a power factor at each point of
delivery faro WesternIs trate,;ssion agent as required by the transmission
agent.
8.3. Western will endeavor, to inform the Contractor, from time to
time of any changes aontmplated on the system over which the service is
supplied, but the costs of any des made necessary in the Contractor's
system because of oranges 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 Omtractor, because of changes or conditions on the
system over which service under the contract is supplied, is required to make
changes an its system at its own expense in order to continue receiving
service under the contract, then the Contractor may terminate service under
the contract Upon not less than sixty (60) days' written notice given to
Western prior to making such changes, but not thereafter.
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S. 5. if Western notifies the Contract= that electric service
for under the contract cannot be deUvered to the Contract= because
f an insuf * ' of capacity available to Wastmm in the facilities of
over which serviceunder- contractisst=W'edr then • - Contract=
•1
may terml-nate service under the contract upon not less than sixty (60) days'
written •- given to westernprior • = • - - on which said capacity
ceases to be available to Wastern, but not emeafter. .
When Western has provided line and Mft}•Qtioncq3acity under1 be
contract for the purpose of delivering electric service directly to the
Cm7b=ctor at specified direct points of delivery and also bas agreed to
absorttransmissicn se_rvim allowance or discounts far deliveries of energy
over other system(s) to b ditect points of delivery and the C atractor shifts
any of its loads served under the contract from direct delivery to indirect
delivery, Western will not absorb the trat an; ssi cn sexvim costs on such
shifted load until the unused opacity, as determined solely by Western,
available at the direct delivery points affected is fully ut i;zed.
The Contractor shall and, if applicable, shall require each of its
members or trances}; � agents to constn=t, operate, and malatain its power
system in a mumw which, as determined by Western, will not interfere with
the operation of the system of Western or its tranwdssion agents over which
electric services are furniabed to the Contract= iuhder the contract, and in
a mariner which will coardinate with the protective relaying and other
Protective arra of the system(s) of Western or Western's trancie; scion
agents- Western may reduce or disoontithue Am}; d,ig services to the
Contractor if, after notice by Western, the Contract= fails or refuses to
make such dwrjes as may be necessary to eliminate an unsatisfactory
condition on the Contractor's power system which is determined by Western to
interfere significantly under current or probable conditions with any servioe
supplied from the power system of Western or from the power system of a
tr=SMJ ssion agent of Western. Such a reduction or rIJ tbwanom of service
W211 not relieve the Cmyhmctor of liability for any m;rinza charges provided
for in the contract during the time said services are reduced or
discontinued. Nothing in this Article shall be constrvued to render Western
liable in any mariner for any claims, demands, costs, losses, causes of
action, damages, or liability of any kind or nature arising out of or
resulting frac the oons=ction, operation, or of the
Contractor's power system.
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III. »r.Zr 71M STP per.
11. Change of Rates,
. , .....• . .., .. -. ..
Rates applicable under the contractshallbe subject to change by
Western in acoordanie with apprr-priate rate adjustment procedures. If at any
time the United States I 1gates a rate changing a rate then in effect:
udder the contract, it will promptly notify the Coact= 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 terminatim shal l. be effective on
the last day of the billing period requested by the Contractor not .later than
two (2) Years after the effective date of. the new: rate. • • Service provided by
Western shall be paid for at the new rat& s�egardless of whether the
Contractor exercises the option to tenninate service. :. .
12. Seasc nal or Annual CMuacity Charge
M= the rate in effect under the contract provides for a minizan
saswol or annual capacity charge, a statement of the mininn capacity
charge due, if any, shall be included in the bill rendered for service for
the last bill x period of the service season or m* act- year as
apprcQriate, adjusted for increases or decreases in the contract rate of
delivery and for the nmber of billing periods d=m q the year or season in
which service is not provided. mere multiple points of delivery are
involved and the cmitr-ac . rate of delivery is stated to be a mwdn =
aggregate rate of delivery for all points, in deI gaining the minim=
seasonal or annual capacity charge clue, if any, the monthly qty mages
at the individual points of delivery shall be added together.
13.1. Western will issue bills to the Cm7tractor for service,
furnished &m-i.ng the preceding month within ten (10) days after the end of
the billing > ; *?g period.
13.2. If Western is unable to issue a timely monthly bill, it may
elect to rendes an 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 Contzactcr before the
close of business on the twentieth (20th) calendar day after the data of
issuance of each bill or the next business day thereafter if said day is a
Saturday, Sunday, or Federal holiday. Hills shall be considered paid when
payment is received by Western: Provided, That payments r+eoeived 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 a 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. w herov+er the parties agree,, payments dua Western. by the
Gohtractor may be offset against payments due the Contractor by Western for
the sale or a dnnge of electric power and energy, use of txzunnsmissinn
facilities, cperatiaa and mainteznanoe of electrirc facilities, and other
services. For services included in net bi i 1 iM per, payer due ane
party in any month small 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 adsts. 7hhe parties small ®aihange such reports and
irmfarmatice that either party requires far billing purposes. Net billing
shall not be used for any amounts due which are in dispute.
* 14.1. Bills not paid in frill by the CMAXaator by the due date
specified in Article 13 (Billing and Payment) hereof shall bear a charge of
five iuhnhdredths percent (o.05tt) of the principal sum unpaid fer each day
payment is del inWAn -, to be added until the mount due is paid in full.
Western will also assess a fee of twenty-five d03 I ars ($25.00) for processing
a late payment. Payments received will first be applied to the charges for
late payment assessed on the principal and then to payment of the principal.
14.2. Western shall have the right, upon not less than fifteen
(15) days advance written notice, to discontinue turnish,ing the services
specified in the contract for nonpayment of bills in full when due, and to
rafuse to resume such services so long as any part of the amount due remains
unpaid. Such a discccnti= anoe of service Will not relieve the Contractor of
liability for minim►n charges during the time service is so djcrw±. inued.
7 he rights reserved to Western therein shall be in addition to all other
remedies ayai l aUa to Western either by law or in equity, for the breach of
any of the t hereof.
z� 1.11J�i__ .1 `lT K .tom
For a fractional part of a billing 7 i ng period at the beginning or end
of electric service, at the beginning or end of irrigatian pumping service
each year, a fractional bi > > i M period under a new rate sciudale, and for
fractional periods due to of electric services, the demand or
capacity charge and mi „iM= charges shall each be prop I rtianately adjusted in
the ratio that the number of hours that electric service is available i abl a to the
t�htractar in such fractional bil iM period bears to the total number of
hours in the billing period involved.
16.1. Billing adjustments will be made if firm electric service
is I yl 1, 3pted or reduced because of ocnditions on the power system of the
United States for periods of 1 homes or longer in duration each. Bi l 1 i M
adjustments will not be made wi= such irtaii, nt of electric service is due
to a request by the Cmd=acter or a of electric service by
Western pursuant to Article 14 (Nonpayment of Bills In Full When Due) . Fbr
purposes of billing adjustments under this Article, the. term power system of
the United States shall include transmission facilities used under contract
but not owned by the United States.
*Mavis d August 15, 1995.
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16-2. Ma total Mzber of hQUXS Of curtailed firm, electric
servim in any Wllirxj period shall be detemined by adding: (1) the sm cf
the 111 • u of • • l - of 1. - electric rservice •_ ■. r• _ product, •1
each reduction, of: the number of hours of reduced electric service and the
pe¢age by which.. electric service um reclxnd below the delivery
cb] 4gation of Western 'at the time of each said reduction of electric service.
7he demand or capacity chartle and - zinbaLm charges shall each be
- tacnately adjusted In the that the total number of ham of
kei:• service determined have been curtailed bears to - total I11.-
hoursof the period involved.
16.3. The Cw tractor shall make written claim within thirty (30)
days after receiving the monthly bill, for adjustment crn account. of any
curtailmKit of firm electric service, for periods of 1 hair 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 -clay (30 -day) period,
shall constitute a waiver. of said claim. All of electric
service, which are due to conditions cn 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
entailment of electric sex -rice.
The Contractor shall not sell any firm electric power or energy
supplied under the Contract to any electric utility c usstommw of the
Contractor for resale by that utility customer; , Mat the Contractor
may sell the electric power and energy supplied under the contract to its
aseon cm-diticn that said members not sell any of said power and energy
to any customer of the member for resale by that customer.
* 18. ni *lbut on Principles.
The Ccntxactor agrees that the benefits of firm electric power or
energy supplied under the contract shall be made available to its overs
at rates that are established at the lowest possible level consistent with
sound business principles, and that these dates Will be established shed in an
open and public manner. The Contractor fuuther agrees that it will identify
the costs of firm electric powder or energy supplied under the cmitract and
power from other sources to its consumers upon request. The Contractor will
demmstrate compliance with the requIrements of this Article to Western upon
request.
` 19. pct Subject to Colorado River fact
Where the energy sold under the contract is generated frau waters
of the Colorado River system, the contract is made upon the ems 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, 1928, (45 Stat. 1057)
and the parties to the contract shall observe and be subject to and
Revised August 15, 1995.
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All facilities, o=- tniation, and j wtal l align by the tractw
pursuant to the contract shall be subject to the appreval of Western -
Facilities shall nornmUy eonfarm to Western's currmt
"General few ," in effect upon the signing of the
ecxtrac't doctmmt providing for each , copies of which are
available from Westezn. At least ninety (90) days, unless otherwise agreed,
prior to the date the Cmytractor s to acInance n or to
incur an obligation to purchase facilities to beinstalled pursuant to the
contract, whichever date is the earlier, the shah. submit, for the
approval of Western, detailed designs, drawings, and ecificatians of the
fac;7;ties the Cmitractor proposes to purchase, vClnstru6t, and install. 7he
Contractor asp all risks for cocistrvction asnoed or obligations to
pur rase facilities incurred prior to receipt of approval from Western.
Western review and approval of designs and rn1rwtrvct:ian wa& in rno way
Implies that Western • is certifying that the designs meet the actor's
needs.
Western shai l. have the riot to irngx=t the ma Awia? s and work
furnished by the mar, its agents, employees, and a 11 tractors
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 aoaordance with designs, drawings, and specifications, as approved by
Western, shall be replaced or mociified, as directed by Western, at the sole
expense of the Contractor, befc a the new facilities are energized.
T1s- •
Within a reasonable time, as determined by Western, after the
ca�letien of construction and utcta !x of facilities pursua'1nt to the
contract, the Contractor shall submit to Western marked as -built prints of
all Western dr-awings affected by changes made pursuant to the contract and
zeproducible drawings the contractor has prepared showing facilities of
Western. The Contractor's drawings of Western facilities shall use drawing
title blocks, drawing mwbers, and shall be prepared in aeooxdw= with
drafting sc-ar�, all as approved by Western- Western may prep, rense►
or =mplete said drawings and bill the CmAxactar if the Cmntrac-tor fails to
provide such drawings to Western within a reasonable time as clebe=ined by
Western.
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23. 1. The Contractor shall identify all movable equipment and, to
the extent agreed upon by the parties, all other t3alvageable facilities
or installed cn united States right-of-way or in Western
M,bS`t, ons Pursuant to the contract which are owned by the Contractor, by
pa= j Y affixing thereto suitablb markers clearly i dpi fy * ; the
Oon Tactor as the owner of said equiptent and facilities.
23.2. If requested by the Contractor, Western shall identify all
movable equipment and, to the extent agreed ups by the patties,, all other
salvageable facilities eonstructed or installed an the Contractor's
richt-of-way ar in the Contractor's substations pursuant to the contract
which are owned by the United States, by parma '�Y affixing thereto
suitable markers clearly ide *jtyirq the United States as the owner of said
equipmtent and facilities.
24. -Party Use of Facilities.
The Contractor shall notify Wastern of any proper system change
relating to the facilities governed by the contract ar allowing third -party
use of the facilities governed by the contract. If Western notifies the
Contractor that said system change will, as solely ditermined by Western,
advermly 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.
If at any time during the term of the contract, Western determines
that changes or additions to control, relay, or oo®tmications facilities are
neoesssarY to maintain the reliability or control of Western's trarmissicn
system, arra said changes or additions are entirely or partially required
because of the actor's equipment installed under the contract, such.
changes or additions shall, after-
atian- with the Ctntrac,-tor, be made
by Western with all costs or a pr portionate share of all costs, as
determined by Western, to be paid by the Cmitractor. 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 emitractor fails to pay
its share of said meted costs, Western shall have the right, after giving
sixty (60) days' written notice. to the Contractor, to terminate the
applicable facility installation provisions of the contract and reg re 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 planners modifications to
Western facilities which impact the facilities pursuant to the
fact. Western shall permit the contractor to change or modify its
facilities, in a manner satisfactory to and at no volt or ase to Western,
to retain the facilities interconnection pursuant to the eonttact. At the
C7antYactor's option, Western shall cooperate with the contractor in planning
10
alternate - -1 g _bs for service which shall be N&I MIMALAMAat ho cost or
e ve to Western. Me Contractor and Western shall modify the contract, as
necessary, to conform to the new facilities arra a.
28.1. -T a Contractor hereby acknowledges that it is aware of the
wards inherent in high-voltage electric lines and substations, and hereby
assumes full responsibility at all times for the adoption and use of
necessary safety required to prevent accidental harm to persozmal
engaged ininspection, �i4, , - _ . - none,
or removal activities of the Cbntractw pursuant to the
contract. 7he Contractor and the' ai=11 I zed employees, agents, and
of the Contractor shall =cply with all applicable a safety laws
and building and n codes, including the provisions of Western's
current "Power Systems Safety Mwml," " , Safety, and Health
Standards," and "Power System Clearance Pm:cedu es" in effect upon the
signing of the contract: Mat, in lieu of the safely I gr 11 required
herai n, the OmItractor nay prcuift sufficient informat I to demonstrate that
the Contractor's safety program is satisfactory to the muted States.
28.2. 7he Contractor and its authorized employees, agents, arra
shall ftmi I i ari ze themselves with the location and cmar _ter
of all the tranemi ssi cn facilities of Western and of others
relating -to the work performed by the Contractor under the contract. Prior
to starting any crostit]ction, inial 1 atj,�, or removal wok, the Omtra-
shall suisnit a plan of procedure to Western which shall indicate the sequence
and method of ka-, ming the work in a safe marnyer. No work shall be
performed by the Contractor, its employees, agents, or until
written authorization to proceed is obtained from Western.
28.3. :At all times when the Contractor, its employees, agents, or
performing activities of
ypet pursuant to the
oantract, such activities shal l under superVis an of a qqualified employee,
agent, or subcontractor of the Contractor who shall be authorized to
represent the Contractor in all matters pa a n z.;g . to the activity being
performed. 7he Contractor and Western will keep each other informed of the
names of their designated representatives at the site.
28.4. Upon completion of its work, the OmYtract= shall remove
fro the vicinity of the right-of-way of the United States all x; l d=q.-,
rubbish, used materials, cenczete forms, and other like material belwging 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 eoqpense of the
Contractor. .
. 11
28.5. Tn the event the Oo[itracb=, its emploYeess, agents, or
0-- Ali r actors fail to comply with any provision of this Article, cr Article
21 (Inspection and Acoeptanoe) berein, Western or an authorized
w3r.h. timegas themay
Coart rac-tor �oatstrates �a®plianoe with the provision at
issue. The Contractor, its mplayees, agents, or rpletcrs shall make
no claim for aticai or damages resulting frna such work stoppage.
Faatlitie5installed under the contract by any patty shall be
crawl / operated, maintained, replaced, and removed subject to
compliance with laws, executive orders, and xatiorLs applicable /abl a to that
party, including the Nat=nal m virormenta? Policy Act of 1969, as amended,
36 CFR 800, and the Ard>eological Resources Protection Act of 1979.
when either party owns equipment am*aininq hazardous material
located on the other patty t s substation, switchyard, right-of-way, or other
property, the equipment owner shalns
I be responsible for all activities related
to hazardous materials in such eiiTnt that are necessary to meet the
,ir�wr i -Q of the T xic Substances Control Act (15 U.S.0 2601 = Maj, the
Solid Waste Disposal Act and the Resource Conservation
Response, McpP ration, and Liability Act of 3.980 (42 U.S.C. 9601 _9_t sec.),
and the regulations inpiement- ng these laws, as they may be amended, arra any
other evisting or subsequent applicable Federal or state laws and
regulations.
Each party shall label its equipment containing hazardous
material in accordance with app—priate laws and regula+'i�. If the patty
ownirq the equipment does not perform activities required under appropriate
laws and ralaations within 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.
\''P#1MELw Iii"We ;•* I,,##: P .�..
31. Authorized Representatives of the parties.
Each party to the contract, by written notice to the other, shall
designate the I-resentative(s) who is (are) authorized to act in its behalf
with respect to those matters contained in the cm7b act which are the
functions and responsibilities of the au&=iz di r Fr I-atives of the
parties. Each party may change the designation of its authorized
representatives) upon oral notice given to the other, confirmed pr�tly 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 arra
shall not be construed as interpretations of text.
*Revised August 15, 1995.
Ela
bt = •c - r - ••i r •1 -
• =1 .LnL •- ,1 - - _� r1' _ •. it :... - �• ■. �i - 1=
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35. Liability.
i i t y.
35.1 The factor hereby agrees to ind� and bald
harmless the United States, its employees, agents, or aantractors, from any
loss or damage and fmm any liability an account of persona1 injury, death,
or Property damage, or c3i far pars nal injury, nth, ar property damitge
of any nature whatsoever and by 4wesow-mW made arisirg out of the
amitractor's, its employees@, agents', or ', coIM ==UM,
operation, , or replacement activities coder the contract.
35.2 7he United States is liable only for negligence on the part
of its officers and employees in acoordance with the Federal 7twt C1aims Act,
as amended.
��� r��r . � •.lir - - s - -
If, in the operation and maintenance of their respective power
sysi m. or electrical equipment and the utilization thereof for the purposes
of the contract, it beomes necessary by reason of any emesgeny or
extraordinary condition► for either party to request the other to furnish
peYSCnnel, materials, tools, and equipaent for the acoaalshment thereof,
13
the party so requested dzU QaapEZ3t7e-`Vitft'tbe and rsuch
assistance as the party so requested may deteLwina to be available. 2w
party makLnq such request, upon receipt of praparly-itemized bills from the
other party, doll reimburse, the party randeriM such assistance far all
costs properly and reasonably in z=ed by it In such pesos, including
abi ni -1 ra: au generai eqwwas, such costs to ba determined an the basis
of current dbarges or rates used In its am operations by the party rendering.
assistance. Issuance and payment of bills for services pLvvided by Western
shall be in accordance with Articles 13 (Bi llkq and Payment). and u
(Nonpayment of Bills I In pull When Due) humin. -West= shall, pay bins
issued by the cu tractor for services provided as scan as the necessary
vouchers can be prepared which shall nz=&Uy be - Within bmnty (20) days.
QR MW I L-7
a7d
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Wo Z,
6 Vw
4P ;0AIJ*2P kO�c
"API
V 37.2 Mess otherwise provided by legislatisi, any successor to
Western shall be subject to all the provisions and conditions of the contract
to the same extant as though such successor were an crigiTal signatory to the
contract.
38. R-Lbers.
Any waivers at any time by either party to the contract of its
rights with respect to a default or any other matter arising under or in
connection with the contract shall not be deemed a waiver with respect to any
subsequent default or matter.
39.Notices.
Any notice, demand, or request required by the contract or the
prwisi0m Of Umse Articles to be in writing shall I 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. Tti-_
designation of the persion to be notified may be dhwxjed at any time by
similar notice.
*Revised NV=t 15, 1995.
14
r 1 J �V- — — Jf•J • • 1 dq C-11 — II —'
•• _• • _� .1.11: .1 r - 1 _• r: - - • =1 � _ •• r
Illo—
W1 H_ _ k 71 •
We
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X11'• • _ •1 - r= - • r• •1 =r 1 - • _ •. r -
.1 •1 SII J •I
I • - • •1 •• 1111 - - •' • - •_- r-.•;- •1 • (J - - •I ••' • =I - _
55.
•1 • •. - r- - �• =t1 -
Ire c otIrtract, to the extent that it is of a character specified in
Section 103 of the Cccrtraet Work Harts and Safety Standu ft Act (Wt),, 40
U.S.C.A. (329 (1986), is subject to the provisions of the Act, 40 U.S.C.A.
(( 327-333 (1986) , and to regulations po:caIDulgated by the Secretary of labor
pursuant to the Act.
LLML'Trn e'!-77 - _11.. C)t • • - fid K _ •-
1978 � Sect3.Czt1� 202 of F�oecuti ve Order No. 3.1246, 43 Fed. � 65�
(1978), provides, among other things,
dicrritn. Its' agat'rot any employee or applicant for employment because of
race�t
religion, sex, or national origin, is itxmp
orarated by reference
ra•
The Omtr ctw agrees riot to employ any peram undergoing
sentence of imnprisccmerrt in performing the ccrrttact except as provided by 18
U.S.C. 4082(c) (2) and Ex cutive Order 11755, December. 29, 1973.
ATTACHMM B F f fec ive Janus. -y 3, X 9 8 9
WESTERN AREA POWER ACKWISTRkTION
GENERAL Pcwm coimbLT PROVISIONS
PAG£
I. APPLICABII.ITy.
1. APPticability.................................... . ......... 2
II. DELIVERY OF SERVICE PROVISICNS.
i. C racter of Service ........ ................ . 2
' ��p of Capacity or Energy in Excess of Contract Obligation .... 2
4. Continuity of Service ......................................... 2-3
5. Multiple Points of Delivery ................................... 3
6. Metering ...................................................... 3-4
7. Existence ofTransiafssion Service Contract .................... 4
• 8. Conditions of Transmission Service ............................ 4-5
9. Multiple Points of Delivery Involving Direct and Transmitted
Deliveries................ .................................. 5
10. Construction, Operation, and Maintenance of Contractor's
Pacer System .................................................. 5
III. RATES, BIILIM, AMID PAMTP PFOaSIOAS.
11. Change of Rates ............ ..... ......................... '
12. Minorcan Seasonal or Annual Capacity Charge .................... 6
13. Billing and Payment .... ...................................... 6-7
14. Nonpayment of Bills in Full when Due ........................ 7
15. Adjustments for Fractional Billing Period ..................... 7
16. Adjustments for Curtailments to Finn Service .................. 7-8
IV. POWER SAUM PROVISICHS.
17.
Resale of -Fi=n Electric Service ...............................
8
18.
Contract Subject to Colorado River Compact ....................
8
V. i.-nc7T.T r s pRDrISI0NS .
19.
Design Approval ...............................................
9
20.
Inspection and Acceptance .....................................
9
21.
As -Built Drawings .................................... .......
9
22.
Equipment Ownership Markers ...................................
9-10
23.
Thin -Party Use of Facilities .................................
10
24.
Changes to Western Control Facilities .........................
10
25.
Mb iification of Western Facilities ............................
10
26.
Transmission Rights ...........................................
11
* 27.
Construction and Safety Procedures ............................
11-12
VI. OMER PROVISIONS.
* 28.
Authorized Representatives of the Parties....... ..............
12
29.
Effect of Section Headings
12
30.
....................................
Operating (sidelines and Procedures ...........................
12
31.
Uncontrollable Forces .........................................
12-13
32.
Liability.....................................................
13
* 33.
Enviroranental ccirpliance ..... ...............................
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
39.
Officials Not to Benefit ......................................
14
40.
Covenant Against Contingent Fees ..............................
15
* 41.
Contract Work Hours and Safety Standards ......................
15
* 42.
Equal Opportunity Employment Practices ........................
15
43.
Use of Convict Labor .............:............................
15
* Revised January 1. 1QAQ
Effective January 3, 1989
I. APPLICABU..I'TY .
1. A=1icabiIity.
1.1. These General power Contract Provisions shall be a part of
the contract to which they are attac..--d. These provisions set forth general
conditions applicable to the contract. specific terns set forth in the
contract have precedence over any provision herein.
1.2. If the Contractor has member utilities which are either
directly or indirectly receiving benefits from the contract, they. the
Contractor shall require such members to comply with the General PoX.er
Contract Provisions, Articles 10, 17, 18, 33, 34, 41, 42, and 43.
II. DELIVERY CF SERVICE PROVISIMS.
2. Character of Service.
Electric energy supplied or transmitted under the contract will
be time -phase, alternating current, at a nominal frequency of sixty (60 )
hertz (cycles per second).
3. Use of Capacity or Energy in Excess of Contract Oblieation.
The contractor is not entitled to use Federal power, energy, or
capacity in amounts greater than the Western contract delivery obligation in
effete for each type of service provided for in the contract except with the
approval of the Contracting Officer. Unauthorized ove*zvns 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 overmm s when
requested by the Contracting Officer, or in the case of authorized ave --=m,
when the approval expires, whichever occur- first. Nothing in the contract
shall obligate Western to increase any delivery obligation. If additional
power,energy, or capacity is not available from Western, the responsibility
for securing additional power, energy, or capacity shall rest wholly with
the Contractor.
4. Continuity of Service.
Electric service will be supplied or transmitted continuously
except for: (1) fluctuations, interruptions, or reductions due to
uncontrollable forces, as defined in Article 31 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
2
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 interruptions or reductions and will remove the cause thereof with
diligence.
5. Multiple Points of Delivery
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 Contractors system is
ir_terconnected 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 delivery 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 or by the Contractor acting as the designated
representative of western. The Contractor shall ensure that metering
equipment furnished and maintained by the Contractor or another power
supplier, as provided in the contract, meets the metering standards of
western if such metering equipment will be used for billing or other
accounting purposes by Western.
6.2. 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 parties shall be afforded reasonable
opportunity to be present upon such occasions. Metering equipment shall be
inspected and tested at least once each year by the party responsible for
meter maintenance and at any reasonable time upon request by either party
hereto, a supplemental power supplier, tran9nission agent, or control area
operator. Any metering equipnent found to 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 the Contracting Officer from the best
available information.
3
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 (2%), then correction based upon the inaccuracy found shall be
made of the records of services furnished during the peritrdl that such
inaccuracy has existed as determined by the Contracting Officer; Provided,
That if such period of inaccuracy cannot be deterained, correction shall be
made for tZe period beginning with the monthly billing period immediately
precedi.rg the billing period during which the test was made.
6.5. Any correction in billing resulting frau 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 parties hereto arising out of inaccuracy
of metering equipment.
7. 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.
8. 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 from 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 fran time to
time of any changes contemplated on the system over which the service is
supplied, but the costs of any changes made necessary in the Contractor's
system because of changes or conditions on the system over which the service
is supplied shall not be a charge against or a liability of western.
8.4. If the Contractor, because of changes or conditions on the
system over which service under the contract is supplied, is required to
make changes on its system at its own expense in order to continue receiving
service under the contract, then the Contractor may terminate service under
the contract upon not less than sixty (60) days' written notice given to the
Contracting Officer prior to making such changes, but not thereafter.
* Revised January 3, 1989.
4
B-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 Contra -tor may tenni nate service under the contract upon not less than
sixty (601 days' written notice given to the Contracting Officer prior to
the date on which said capacity ceases to be available to western, but not
thereafter.
9. Italtiple 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 directly to the
contractor at specified dire--;. points of delivery 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 loads 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 determined solely by the
Contracting Officer, available at the direct delivery points affected is
fullv utilized.
10. Construction Operation and Maintenance of Contractor's
Power System.
The Contractor shall and, if applicable, shall require each of
its members or transmission agents to construct, operate, and maintain its
power system in a manner which, as determined by the Contracting Officer,
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 arrangsnents 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 the
Contracting Officer, the Contractor fails or refuses to make such changes as
may be necessary to eliminate an unsatisfactory condition on the
Contractor's power system which is determined by the Contracting Officer to
interfere significantly under current or poobable conditions with any
service supplied from the 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 liability for any minis min charges
provided for in the contract during the time said services are reduced or
discontinued. Nothing in this article 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, or of the
Contractor's power system.
5
III. RAZES, BIILIM, AND PAYMW PRNISICrS.
Rates applicable under the contract shall be subject tc change by
western in accordance with appropriate rate adjustment procedtsas. If at
any ti.'ne the United States promulgates a rate changing a rate then in effect
under the contract, it will prariptly 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 the Contracting officer 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
te=ni.nation shall be effective on the last day of the billing period
requested by the Contractor not later than two (2) years after the effective
date of the new rate. Service provided by Western shall be paid for at the
new rate regardless of whether the Contractor exerc-ises the option to
terminate service.
12. Minimum Seasonal or Annual Capacity Cb4=-.
When the rate in effect under the contract provides for a minii=
seasonal or annual capacity charge, a statement of the minizraan 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 amber of billing periods during the year or season in
which service is not p=vided. Whe-re multiple points of delive.*y are
involved and the contract rate of delivery is stated to be a max m n
aggregate rate of delivery for all points, in detexm ni ng the mica n.an
seasonal or annual capacity charge due, if any, the monthly capacity chart es
at the individual points of delivery shall be added together.
13. Billing and Payment
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 an 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 next 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 if a United States Post office first class mail postmark
indicates the payment was mailed at least three (3) calendar days before the
due date.
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 energy, use of transmission
facilities, operation and maintenance of electric facilities, and other
services. For services included in net 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 partyin
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 12 hereof shall bear an initial charge of two percent
(2%) of the amount unpaid. Each day thereafter, a charge of five hundredths
percent (0.05$) of the principal sum unpaid shall be added until the amount
due, including the two percent (2%) initial charge is paid in full.
Payments received will first be applied to the charges for late payment
assessed on the principal and then to payment of the principal.
14.2. Western shall have the right, upon not less than fifteen
(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
unsaid. Such a discontinuance of service will not relieve the Contractor of
liability for mininnun 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 Billiner 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 razber
of hours in the billing period involved.
16. Adjustments for Curtailments to Finn 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 of electric service is
due to a request by the Contractor or a discontinuance of electric seivice
by western pursuant to Article 14 (Nonpayment of Bills In Full When Due).
For purposes of billing adjustments under this article, the term power
systen, of the United States shall include transmission facilities used under
contract but not owned by the United States.
7
16.2. The total member of hours of wiled 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, for
each reduction, of: the number of hours of 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. :he demand or capacity charge and applicable Minimum charges shall
each be proportionately adjusted in the ratio that the total number of hours
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 arra energy under the contract shall not be considered a
curtailment of electric service.
IV. Fit SAI .FS PROVISIONS.
17. Resale of Finn Electric Service (Wholesale Sales for Resale
The Contractor shall not sell any firm electric power or energy
supplied under the contract to any electric utility custaner of the
Contractor for resale by that utility customer; provided, 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
Pyr and energy to any customer of the member for resale by that customer.
18. Contract Subject to Colorado River Comoact
Where the energy sold under the contract is generated from 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 Coact approved by
Section 13(a) of the Badder Canyon Project Act of December 21, 1928, (45
Stat. 1057) and the parties to the contract shall observe and be subject to
and controlled by said Colorado River Cangact in the construction,
management, and operation of the dams, reservoirs, arra powerplants from
which electrical ene=N 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 by Western to
the Contractor under the contract.
8
19. Design &MMval .
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 the Contracting Officer. At least ninety (90) days,
unless otherwise agreed, prior to the date the Contractor proposes to
canmence 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 Western, 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 frau Western. Western review and approval of designs
and construction work in no way Mies that Western is certifying that the
designs meet the Contractor's needs.
20. 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 the Contracting Officer 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.
21. As -Built Drawings.
Within a reasonable time, as detennined by the Contracting
Officer, after the completion of constriction 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 arra 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 the Contracting
Officer. 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 the Contracting Officer.
22.1. The Contractor shall identify all movable equipment and,
to the extent agreed upon by the parties, all other salvageable facilities
constructed or installed on United States right-of-way or in Western
substations pursuant to the contract which are owned by the Contractor, by
permanently affixing thereto suitable markers clearly identifying the
Contractor as the owner of said equipment and facilities.
22.2. If requested by the Contractor, Western shall identify all
movable equipment and, to the extent agreed upon by the parties, all other
salvageable facilities constricted or installed on the Contractor's
right-of-way or in the Contractor's substations pursuant to rhe contract
which are owned by the United States, by permanently affixing thereto
suitable markers clearly identifying the United States as the owner of said
equipment and facilities.
23. 'Third -Party Use of Facilities
The Contractor shall ratify Western of any proposed system change
relating to the facilities governed by the contract or allowing third -party
use of the facilities governed by the contract. If Western notifies the
Contractor that said system change will, as solely determined by the
Contracting Officer, 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.
24. Canoes to Western Control Facilities.
If at any time during the term of the contract, the Contracting
Officer determines that changes or additions to control, relay, or
canminications facilities are necessary to maintain the reliability or
control of western's transmission ssion 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 the Contracting Officer,
to be paid by the Contractor. The Contracting Officer 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, the Contracting Officer shall have
the right, after giving sixty (60) days' written notice to the Contractor,
to termLmte the applicable facility installation provisions of the contract
and require the removal of the Contractor's facilities.
25. Modification of western Facilities.
Western reserves the right, at any time, to modify its
facilities. Western shall ]seep 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.
10
26. Transmission Rights
If the contract involves an installation which sectionalizes a
Western, mrculsmission 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 te=ns of capacity and reliability, to the path in the Western
transmission line prior to the installation pursuant to the contract.
27. Construction and Safety Procedures
* 27.1. 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 haan 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 all applicable safety
laws and building and construction codes, including the provisions of
Western's current "power Systemmms Safety Manual," "Construction, safety, and
Health Standards,., and "Power System Clearance Procedures,, in effect upon
the signing of the contract; Exch, That, in lieu of the safety program
required herein, the Contractor may provide sufficient information to
demonstrate that the Contractor's safety program is satisfactory to the
United States.
27.2. 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 perforrnd by the Contractor, its employees, agents, or subcontractors
until written authorization to proceed is obtained fromm the Contracting
Officer.
27.3. 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 pertainfg to the activity being
performed. The Contractor and western will keep each other informed of the
names of their designated representatives at the site.
27.4. Upon completion of its work, the Contractor shall remove
from the vicinity of the right-of-way of the United States all buildings,
rubbish, used materials, concrete form, 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.
+ Revised January 3, 1989.
11
27.5. In the event the Contractor, its employees, agents, or
subcontractors fail to ccaply with any provision of this article, or Article
20 (Inspection and Acceptance) herein, the Contracting officer or an
aut?cr?zr<i representative may issue an order to stop all or ary part of the
work until such time as the Contractor demonstrates capl.ii-�-x.e with the
provisior. at issue. The Contractor, its euployees, agents, or
subcor.* :actor s shall make no claim for cag?ensation or damages resulting
frau such work stoppage.
VI. OMM PFOjIsims.
* 28. Authorized Representatives of the Parties
Each party to the contract, 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 the authorized representatives of the
parties. Each party may change the designation of its authorized
representative(s) upon oral notice given to the other, confirmed pranptly by
written notice.
29. 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.
1 ��- �• ! •- ■- ■• Sty. ��i ty
The parties to the contract may agree upon and put into effect
from time to time, such other written guidelines and procedures as may be
required in order to establish the methods of operation of the power system
to be followed in the perfa= ante of the contract.
31. 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 the party
affected, including but not restricted to, failure of or threat of failure
of facilities, flood, earUxpa ke, 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 goverrsnental agency or authority, which by exercise of
due diligence such party 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
* Revised January 3, 1989.
12
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 prarpt written notice of such fact to the
other party and shall exercise due diligence to remove such inability with
all reasonable dispatch.
32. Liao_ ility.
32.1 The contractor hereby agrees to indemnify and hold harmless
the United States, its employees, agents, or contractors, fttim any loss or
damage and from any liability on account of personal injury, death, or
property damage, or claims for personal injury, death, or pxcperty damage of
any nature whatsoever and by whomsoever made arising out of the
Contractor's, its employees', agents', or subcontractors', construction,
operation, maintenance, or replacement activities under the contract.
32.2 The United States is liable only for negligence on the part
of its officers and employees in accordance with the Federal 'Ibrt Claims
Act, as amended.
* 33. Environmental =liance.
Facilities installed under the contract by any party shall be
constructed, operated, maintained, replaced, and removed subject to
camliance with laws, executive orders, and regulations applicable to that
party, including the National Environmental Policy Act of 1969, as amended,
36 CFR 800, and the Archeological Resources Protection Act of 1979.
34. aeration of Contracting Parties.
If, in the operation and maintenance of their respective pacer
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 party 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 patty, 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 accordaryce with Articles 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.
* Revised January 3, 1989.
13
4_ ' Z • - •- Flt _ . `�T - �i •
No voluntary transfer of the contract or of the rights of the
Contrgr-or under the contract shall be made without the writ -c-! approval of
the Ackr-inistrator of Western; Provided, That if the Contra grates a
project financed in whole or in part by the Rural Liectrification
AdminiS- dtion, the Contractor may transfer or assign its i -::crest in the
con= -=::t the Rural Electrification Administration or any other department
or agency of the Federal GovQ.=mt without such written apps -.oval; Provided
further, That any successor to or assignee of the rights of the Contractor,
whether by voluntary transfer, judicial sale, foreclosure sale, or
otherwise, shall be subject to all the provisions and conditions of the
contract to the same extent as though such successor or assignee were the
original Contractor under the contract; and, Provided further, That the
execution of a mortgaqe or trust deed, or judicial or foreclosure sales made
thereunder, shall not be deemed voluntary transfers within the meaning of
this article.
36. 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 waive: with respect to
any subsequent default or matter.
37. Notices.
Any notice, demand, or request required by the contract or 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.
38. Contingent Upon Ayo=iations.
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 perfonmance 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 frau all
liability due to the failure of Congress to make such appropriation.
39. Officials Not to Be efit.
No member of or delegate to Congress or Resident Commissioner
shall be admitted to any share 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 company
for its general benefit.
14
The 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 fideemiployees or bona fide established commercial or selling
agencies maintained by the Contractor for the purpose of securing business.
For breacn or violation of this warranty, Western shall have the right to
annul the contract without liability or in its discretion to deduct frM the
contract price or consideration the full amount of such cammmission,
percentage, brokerage, or contingent fee.
* 41. Contract Work Hours and Safe
The concract, 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.C.A. {329 (1986), is subject to the provisions of the Act, 40
U.S.C.A. {{327-333 (1986), and to regulations pramiigated by the Secretary
of Labor pursuant to the Act.
* 42. Equal �ortunity_Emmployment 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, color, religion, sex, or national origin, is incorporated by reference
in the contract.
43. Use of Convict Labor.
The Contractor agrees not to employ any person undergoing
sentence of imprisonment in perfoaning the contract except as provided by 18
U.S.C. 4082(c)(2) and Executive Order 11755, December 29, 1973.
* Revised January 3, 1989.
15
RESOLUTION NO. 96-11
A RESOLUTION OF THE LODI CITY COUNCIL
APPROVING EXECUTION OF THE WESTERN AREA POWER
ADMINISTRATION AMENDMENT NO. 1 TO WESTERN CONTRACT
NO. 92 -SAO -20056
BE IT RESOLVED that the Western Area Power Administration Amendment No. 1
to Western Contract No. 92 -SAO -20056 is approved, and the Electric Utility Director or
other designee are authorized and directed on behalf of the Lodi City Council, to execute
and deliver such agreement on behalf of the City of Lodi.
Dated: February 7, 1996
I hereby certify that Resolution No. 96-11 was passed and adopted by the City
Council of the City of Lodi in a regular meeting held February 7, 1996, by the following
vote:
AYES: COUNCIL MEMBERS - Davenport, Mann, Pennino, Sieglock
and Warner (Mayor)
NOES: COUNCIL MEMBERS - None
ABSENT: COUNCIL MEMBERS - None
ABSTAIN: COUNCIL MEMBERS - None
�FEERRIN
City Clerk
96-11