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HomeMy WebLinkAbout82-77 1 3 4 6 ? 8 10 12 13 14 15 16 18 19 20 21 22 23 RESOLUTION NO. 82-77 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH AUTHORIZING THE MAYOR TO EXECUTE A SERVICE AGREEMENT WITH THE NORTHERN CALIFORNIA POWER AGENCY FOR NORTH~'JEST ENERGY PURCHASES WHEREAS, the Northern California Power Agency (NCPA) has entered into a letter of agreement (LOA) with the the Western Area Power Administration (WAPA) whereby Western will sell import energy purchased from the Bonneville Power Administration in the northwest; and WHEREAS, NCPA has provided an agreement herein referred to as a Service Schedule which allows savings to both Western and to the participating member; and ,. WHEREAS, the City Council desires to purchase energy at the lowest possible cost provided such purchases are consistent with present obligations and requirements of existing agreements. NOW, THEREFORE, BE IT RESOLVED that the Mayor is directed to execute this Agreement or Service Schedule between the Northern California Power Agency and the City of Ukiah. PASSED AND ADOPTED this 16th day of June , 1982 by the following roll call vote' AYES- Councilmembers Hickey, Feibusch, Snyder, Riley, Myers i NOES- None ABSENT' None r, tAYOR ATTEST- 26 CITY CLERK NCPA SERVICE SCHEDULE NCPA-WAPA LETTER OF AGREEMENT (for BPA Energy) REVISION NO. 3 FINAL June 8, 1982 This Agreement, herein "Service Schedule", by and between NORTHERN CALIFORNIA POWER AGENCY, a joint-powers Agency of the State of California created and functioning under Government Code Section 6500, herein "NCPA", and its undersigned member, hereafter referred to as the "Participating Member", witnesseth: WHEREAS, NCPA has entered into a Letter of Agreement (LOA) with the Western Area Power Administration (Western) whereby Western will sell its import energy purchased from Bonneville Power Administration (BPA) to NCPA upon request (a copy of the Letter of Agreement, dated May 28, 1982, is attached as Exhibit A to this Service Schedule); and, WHEREAS, the Participating Member desires NCPA to request Western to sell such energy, herein called "BPA energy" and the Participating Member desires to have NCPA arrange for the transmission of such energy to their load centers; NOW, THEREFORE, the parties hereto agree as follows: Section 1. The Participating Member hereby requests NCPA to purchase and provide it with BPA energy. Such energy shall initially be allocated to each Participating Member based on the following percentages: a) Santa Clara b) Alameda c) Lodi d) Lompoc e) ~ Ukiah f) Healdsburg 63.0 percent 22.0 percent 5.3 percent 3.8 percent 3.2 percent 2.7 percent NCPA shall be authorized to reallocate such energy in accordance with data submitted pursuant to Section 3. Section 2. The purchase of BPA energy shall be subject to all provi- sions of the LOA. NCPA and its agent shall not be liable for any failure of Western to sell such energy or for any lack of abilit, y by Western or NCPA or its agents to obtain the necessary transmission service. - 1 - Section 3. NCPA is authorized to use its best judgment in allocating a proportional share of the available BPA energy and any necessary BPA or PG&E transmission capacity for the use of the Member. Each Participating Member shall, within a reasonable time,' provide NCPA with such load data as NCPA may require to allocate BPA energy among the Participating Members. Each Participating Member shall take all necessary steps at its own ex- pense to provide such required data relating to its own system. The Par- ticipating Member agrees that NCPA shall allocate such energy and trans- mission capacity. NCPA shall have all of the authority of the Participating Member to take any and all actions permitted or required to be taken by NCPA under the LOA and to make the needed transmission arrangements with PG&E, and the Participating Member agrees that it will not assert that NCPA lacks such authority, nor do anything that will impair such authority. Section 4. Each Participating Member shall pay to NCPA, within ten ~(10) days after billing, the total amount that it would pay PG&E if it were purchasing the same amount of energy from PG&E. NCPA shall pay to Western its direct cost for purchasing the energy, and the difference be- tween that amount and the split-savings rate will be depoSited by NCPA in an interest-bearing escrow Account NO. 1. The remainder of the payment from each Participating Member, minus all expenses incurred by NCPA, shall be deposited by NCPA in a separate interest-bearing escrow Account No. 2. If the final determination is that NCPA has a right to purchase bene- ficially such Western energy, the amounts in escrow Account No. 1 shall be paid to Western, including interest, and all amounts in escrow Account No. 2, including interest, shall be returned proportionately to each Par- ticipating Member. If the final determination is adverse to NCPA, the total amounts in both escrow Nos. 1 and 2 will be returned proportionately to each Participating Member. Western has agreed to return the amounts paid to it, in the event of such an adverse determination, proportionately to each Participating Member by credits a~gainst future bills for electric power by l~estern to such Member. Any b.illing based on an initial alloca- tion under Section 1 shall be reallocated and adjusted by NCPA upon the determination of actual energy delivered to each Participating Member. Section 5. It is understood ,~,~d agreed by each Participating Member that in the event of its failure for any reason to make the required pay- ments to NCPA, then Western, upon written notice to NCPA, shall be assigned the right of NCPA to bring legal action against the Participating Member for the amount of any payment shortfall by NCPA to Western resulting from the failure of the Participating Member to make such payments. Section 6. This Agreement has been authorized by a resolution of the governing bodies of the Participatingmembers and NCPA, and a true copy of such resolution certified by the appropriate official is attached hereto. This Agreement shall take effect as of May l, 1982, and remain in effect until September 30, 1982. Section 7. Time is of the essence in the execution and performance of this Agreement. Each Participating Member named in Section 1 shall execute this Service Schedule separately with NCPA, and notwithstanding the other provisions of this Service Schedule, any Participating Member named in Section 1 which fails to execute this Service Schedule within fourteen (14) days after receipt of copies thereof signed by NCPA, shall cease to be a Participating Member, and shall have no rights under this Schedule, and all BPA energy shall thereafter be allocated to the ex- tent it may be beneficially used to the remaining Participating Members as provided herein. NORTHERN CALIFORNIA POWER AGENCY Partici pati ng Memb~'r By' Date-~h'/~' - 3- ATTACHMENT I Department of Energy Western Area Power Administration Sacramento Area Office 2800 Cottage Way Sacramento. California 95825 In reply refer to: N6100 Mr. Robert E. Grims~w ~ General Manager Northern California Power Agency 8421 Auburn Boulevard, Suite 160 Citrus Heights, CA 95610 Dear Mr. Grimshaw' The Sacramento Area Office of the Western Area Power Administration (Western), pursuant to its letter to you of May 7, 1982, presents its terms for the sale by Western and the purchase by the Northern California Power Agency (NCPA) of Northwest import energy made available to the Central Valley Project (CVP) by Bonneville Power Administration (BPA) which is excess to CVP project and pref- erence customer loads. The specific terms of this letter of agreement are as follows: le Northwest import energy shall be defined as both Northwest surplus energy and firm energy made available to the CVP pursuant to the Western-BPA Contract No. 1406-200-3701A (-3701A) during the term of this agreement. e References to NCPA shall not be deemed to be a reference to the mem- bers of NCPA individually. e Western will purchase Northwest import energy from BPA. To the extent Western has Northwest import energy which is not needed to meet the current project and preference customer loads served by the CVP (as determined by Western), NCPA will purchase and Western will sell such excess Northwest import energy. e Western will deliver energy to be sold to NCPA at the Tracy substa- tion of the United States at a nominal 230,000 volts. NCPA will be responsible for all wheeling and other costs and losses from Tracy to each NCPA member receiving energy. NCPA will also be responsible for the delivery of the energy to each of its members from the Tracy substation. e In the event that Western enters into agreements with other prefer- ence customers for the sale of excess Northwest import energy, Western and NCPA shall agree to a pro rata allocation of energy among the purchasers of such energy based upon their net monthly energy requirements. ! o e Western will determine the amount of excess Northwest import energy delivered to each NCPA member city each month by deducting the sum of the amount of firm energy delivered during such month pursuant to such city's power sales contracts with Western plus the amount of energy delivered to such city from other sources, from such city's total uirements for such month. NCPA will inform Western by of each m( adjustments that may be required. Western~l bill NCPA by ti of each month for the total amount of excess Northwest ed to the NCPA member cities. NCPA shall pay such bill within of receipt. The blanks in this section shall be filled tual agreement or in the absence of such mutual agreement, in a reasonable manner as deter- mined by Western. NCPA shall pay for all Northwest import energy sold to it under this agreement at a split savings rate which shall be an amount equal to one-half (½) of the sum of the then current PGandE wholesale energy rate for energy served under the R-1 rate schedule, as such rate may be modified or replaced and the energy rate charged by the Bonneville Power Administration for energy made available pursuant to Contract -3701A or amendments thereto, and transmission and other related costs as incurred by Western or NCPA as appropriate. It is recog- nized that Western does not currently have established a rate based upon split savings, and further that NCPA or Western may be unable to procure the necessary wheeling from the Tracy substation. There- fore, until (a) Western applies for and FERC approves a rate based upon these split savings principles and (b) NCPA obtains from PGandE or a cou~t or agency a final interpretation as to whether Western is able to sell and NCPA is able to beneficially purchase the energy hereunder, NCPA shall pay for energy hereunder at the pass-through or current rate (Northwest rate), and NCPA will escrow the difference between the amount billed by Western at the pass-through rate and the proposed split savings rate.'under a mutually agreeable escrow agreement. When both a favorable non-reversible determination is secured by NCPA, and Western has established a split s'avings rate, the total funds in the escrow shall be delivered to and shall become the property of Western. If these conditions do not occur, Articles 11 and 12 will apply and the funds in escrow will be released to NCPA. Western shall submit bills to NCPA for energy sold hereunder in accordance with the provisions of Article H of the General Power Contract Provisions. Notwithstanding Article I of the General Power Contract Provisions, Western may terminate the sales of energy made hereunder upon any default by NCPA. If NCPA defaults hereunder because of the failure of any of its members to pay the amounts owed by such members to NCPA for energy sold hereunder, then upon Western giving written notice to NC?A, NCPA shall assign to Western the rights, claims or causes of action which NCPA has against such member for the amounts so due and Western shall become entitled to exercise all remedies which NCPA could exercise against such member. e The General Power Contract Provisions, effective April 1, 1979, attached hereto, are made a part of this Letter Agreement with the same force and effect as if expressly set forth herein; except that provision M shall not apply to NCPA so long as the resale of power is to the members of NCPA. 10. This agreement shall be effective during the period of May 1, 1982 through September 30, 1982. 11. If it is held in a final non-reversible decision by a court or agency of competent jurisdiction that either Western could not legally sell NCPA such import energy under this agreement, that Western did not have available such import energy to sell to NCPA under this agree- ment or that NCPA could not beneficially purchase such energy, then (a) NCPA shall release Western from any and all obligations under this agreement and any and all loss or damage occasioned by the fail- ure of Western to sell or deliver such import energy to NCPA; and (b) Western shall return to NCPA, without any interest whatsoever and by means of a credit against the amount each NCPA member owes to the United States under their power sales contracts with Western, all payments made by NCPA under this agreement. The monthly billing adjustments shall be done in an expeditious manner to fully satisfy the amount to be returned to each affected NCPA member. 12. Neither party shall be liable to the other for failure to perform resulting from inability to make the necessary arrangements. If the above terms and conditions are acceptable to you, please sign and date both originals and return one to me. Sincerely, David G. Coleman Area Manager Attachment Rob~,~rt E.VGr~mshaw General Manager, NCPA Date A. Character of Service. m. UNITED STATES DEPARTMENT OF ENERGY WESTERN AREA POWER ADMINISTRATION Effective April 1, 1979 GENERAL POWER CONTRACT PROVISIONS Electric energy supplied hereunder will be three-phase, alternating current, at a nominal frequency of sixty (60) hertz (cycles per second). Delivery of Capacity and/or Energy in Excess of Contract Obligation. The Contractor shall not use capacity and/or energy in amounts greater than the United States' contract delivery obligation in effect for each type of service provided for in this contract except with the specific written approval of the contracting officer. Any greater use, when approved, shall not be deemed to establish in the Contractor any continuing right thereto and the Contractor shall cease any such greater use whenever requested by the contracting officer or whenever the approval expires, whichever occurs first. Nothing in this contract contained shall obligate or be construed to obligate the United States to increase any contract rate of delivery hereunder. If additional capacity and/or energy is not available from the United States, the responsibility for securing additional capacity and/or energy shall rest wholly with the Contractor. C. Continuity of Electric Service to be Furnished. The electric service, unless otherwise specified, will be furnished continuously except (1) for interrup- tions or reductions due to uncontrollable forces, as defined herein; (2) for interruptions or reductions due to operation of devices installed for power system protection; and (3) for temporary interruptions or reduc- tions, which, in the opinion of the contracting officer, are necessary or desirable for the purposes of main- tenance, repairs, replacements, installation of equipment, or investigation and inspection. The United States, except in case of emergency as determined by the contracting officer, will give the Contractor reasonable advance notice of such temporary interruptions or reductions and will remove the cause thereof with diligence. Multiple Points of Delivery. When electric service is furnished at two or more points of delivery under the same schedule of rates, maid schedule of rates shall apply separately to the service supplied at each point of delivery; Provided, That where the meter readings are considered separately and the Contractor's system is interconnected between points of delivery during emergencies, the meter readings ~ any point of delivery will be appropriately adjusted to compensate for duplication of power demand recorded by meters at alternate points of delivery due to emergency conditions which are beyond the Contractor's control or temporary conditions caused by schedule outages. E. Uncontrollable Forces. Neither party shall be considered to be in default in respect to any obligation hereunder, if prevented from fulfilling such obligation by reason of uncontrollable forces, the term uncontrollable forces being deemed for the purpose of this contract to mean any cause beyond the control of the party affected, including, but not limited to, failure of facilities, flood, earthquake, storm, lightning, fire, epidemic, war, riot, civil disturbance, labor disturbance, sabotage, and restraint by court or public authority, which by exercise of due diligence and foresight such party could not reasonably have been expected to avoid. Either party rendered unable to fulfill any obligation by reason of uncontrollable forces shall exercise due diligence to remove such inability with all reasonable dispatch. F. Modification of Rates. The rate schedule specified in this contract shall be subject to successive modification by the United States through the promulgation of superseding rate schedules. If at any time the United States promulgates a rate schedule superseding the rate schedule then in effect under this contract, it will promptly notify the Contractor thereof. Said superseding rate schedule, as of its efBective date, shall become effective as to this contract unless the Contractor, by notice in writing given to the contracting officer within 180 days after notice to it by the United States of promulgation of said superseding rate schedule, shall elect to terminate this contract effective as of such date not more than three (3) years subsequent thereto as the Contractor shall therein specify. In the event of such termination, said superseding rate schedule shall not be effective during the period of the remaining unexpired term of this contract or during a period of two (2) years from the date of notice to the Contractor of the promulgation of said superseding rate schedule, which- ever period is shorter. G- Minimum Annual Capacity Charge. GENERAL POWER CONTRACT PROVISIONS When the rate schedule in effect under this contract provides for a minimum annual capacity charge, a statement of the minimum annual capacity charge due, if any, shall be included in the bill rendered for elec- tric service for the last billing period of each calendar year, appropriately adjusted on a pro rata basis if the full billing periods for the adjustable items (including increases or decreases in the contract rate of delivery) in the calendar year are less than 12. Fractional billing periods will not be considered in such determination. 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 annual capacity charge due, if any, the monthly capacity charges at the individual points of delivery shall be added together. . . Billin~s and Payments. The United States will submit bills to the Contractor on or before the tenth day of each month for elec- tric service furnished during the preceding month, and payments will be due and payable by the Contractor on the first day of the month immediately succeeding the date each bill is submitted. I. ~onpayment of Bills. If the Contractor fails to pay any bill when due au interest charge of two percent (2%) of the amount unpaid shall be added thereto as liquidated damages, and thereafter, as further liquidated damages, an inter- est charge of one percent (1%) of the principal sum unpaid shall be added on the first day of each succeeding calendar month until the amount, due, including interest, is paid in full. The United States shall have the right upon not less than fifteen (15) days' advance written notice to discontinue furnishing electric service to the Contractor for nonpayment of bills and to refuse to resume same so long as any part of the amount due remains unpaid. Such a discontinuance of electric service will not relieve the Contractor of liability for the minimum charge during the time electric service is so discontinued. The rights given herein to the United States shall be in addition to all other remedies available to the United States, either at law or in equity, for the breach of any of the provisions hereof. J. Adjustments for Fractional Bill/nE Period. (a) For a fractional part of a billing period at the beginning or end of service, and for fractional periods due to withdrawals of service, the demand or capacity charge, the kilowatthour blocks of the energy charge, and the minimum charge shall each be proportionately adjusted in the ratio that the number of hours that electric service is furnished to the Contractor in such fractional billing period bears to the total number of hours in the billing period involved. (b) Whenever irrigation and/or drainage pumpin~ service is supplied under this contract, adjustments in the demand or capacity charge and in the kilowatthour blocks of the energy charge as applicable, and in the minimum charge of the rate schedule under which service is supplied, shall be made for the fractional part of the billing period at the beginning and end of pumping service in each year in like manner as is provided for in section (a) of this article. If pumping service is supplied in conjunction with service for other purposes and is not metered separately, the billing demand for pumping service shall be considered to be the difference between the highest 30-minute integrated demand measured during the billing period and the contract rate of delivery for firm power. K. Ad.]ustments for Curtailments to Service. Unless curtailment of service is due to a request by the Contractor, billing adjustments will'be made if the delivery of electric energy is curtailed because of conditions on the power system of the United States, which system for the purpose of such adjustments hereunder shall include transmission facilities utilized but not owned by the United States, for periods of one (1) hour or longer in duration each. The total number of hours of curtailed service in any billing period shall be determined by adding (1) the sum of the number of hours of interrupted service to (2) the product of: the number of hours of reduced service multiplied by the percentage of said reduction below the lesser of (a) the contract rate of delivery, or (b) the obligation of the United States to deliver firm power and energy as established under the operating agreement entered into pursuant to the Auxiliary Power Service article hereof, or (c) the rate of delivery required by the Contractor .at the time of such reduction. The demand or capacity charge, the kilowatthour blocks of the energy charge, and the minimum charge shall each be proportionately adjusted in the ratio that the total number of hours of such curtailed service as herein determined bears to the total number of hours in the billing period involved. The Contractor shall make written claim within thirty (30) days after receiving the monthly bill, for adjust- ment on account of any curtailment to service, for periods of one (1) hour or longer in duration each, alleged to have occurred and which is not reflected in such bill. Failure to make such written claim, within said thirty (30) day period, shall constitute a waiver thereof.. All curtailments to service, which are due to conditions on the power system of the United States, shall be subject to the provisions of this article and the Contractor shall be limited in its remedy to the relief granted by this article; Provided, That withdrawal of power and energy under contract provisions shall not be deemed curtailments to service. 4-1-79 2 t. GENERAL POWER CONTRACT PROVISIONS Metering. (a) The total electric power and energy delivered to the Contractor will be measured by metering equip- ment to be furnished and maintained by the United States or by its designated representative. 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 Contractor shall be afforded reasonable opportunity to be present upon such occasions. Metering equipment shall be inspected and/or tested at least once each year by the United States and at any reasonable time upon request therefor by either party. Any metering equipment found to be defective or inaccurate shall be repaired and readjusted or replaced. Should any meter fail to register, the electric power and energy delivered during such period of failure to register shall, for billing purposes, be estimated by the contracting officer from the best information available. (b) If any of the inspections and/or tests provided for herein disclose an error exceeding two percent (2%), correction based upon the inaccuracy found shall be made of the records of electric service furnished since the beginning of the monthly billing period immediately preceding the billing period during which the test was made; Provided, That no correction shall be made for a longer period than such inaccuracy may be determined by the contracting officer to have existed. Any correction in billing resulting from such correc- tion in meter records shall be made in the next monthly bill rendered by the United States to the Contractor, and such correction when made shall constitute full adjustment of any claim between the parties hereto arising out of such inaccuracy of metering equipment. M. Resale of Electric Energy. The Contractor shall not sell any of the electric energy delivered to it hereunder to any customer of the Contractor for resale by that customer. N. Power Factor. While the Contractor normally will be required to maintain the power factor as stated in the rate schedule then in effect under this contract, the Contractor will be permitted to operate at a lower power factor when conditions are such, as determined by the contracting officer, that a lower power factor will be mutually advantageous to the Contractor and to the United States. 0. .Cooperation of ContractinE Parties. If, in the maintenance of their respective power systems and/or electrical equipment and the utilization thereof for the purposes of this 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 party, shall reimburse the party rendering such assistance for all costs properly and reasonably incurred by it in such performance, including not to exceed fifteen percent (15%) thereof for 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. P. Provisions Relative to Employment. (a) This contract shall be subject to all the provisions and conditions of the Act of Congress entitled the Work Hours Act of 1962, approved August 13, 1962 (76 Stat. 357), which establishes standards for hours of work and overtime pay of laborers and mechanics employed on work done under contract for, or with the financial aid of, the United States, the same as if that Act had been specifically set forth herein. (b) During the performance of this contract, the Contractor agrees as follows: (1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, age, or national origin. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this Equal Opportunity clause. 4-1-79 GENERAL POWER CONTRACT PROVISIONS (2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, age, or national origin. (3) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the Contractor's commitments under this Equal Opportunity clause, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The Contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor and to the Age Discrimination Act of 1967 as amended by Public Law 93-259 of April 18, 1974. (5) The Contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (6) In the event of the Contractor's noncompliance with the Equal Opportunity clause'of this contract or with any of the said rules, regulations, or orders, this contract may be cancelled, terminated, or suspended, in whole or in part, and the Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the.;Secretary of Labor, or as otherwise provided by law. (7) The Contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions, including sanctions for noncompliance; Provided, however, That in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States. (c) In the performance of any part of the work Contemplated by this contract, the Contractor shall not employ any person undergoing sentence of imprisonment' at hard labor. Q. Transfer of Interest in Contract by Contractor. No voluntary transfer of this contract or of the rights of the Contractor hereunder shall be made with- out the written approval of the Secretary of Energy; Provided, That if the Contractor operates a project financed in whole or in part by the Rural Electrification Administration, the Contractor may transfer or assign its interest in the contract to the Rural Electrification Administration 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 otherwise, shall be subject to all the provisions and conditions of this contract to the same extent as though such successor or assignee were the original Contractor hereunder; and, Provided further, That the execution of a mortgage or trust deed, or Judicial or foreclosure sales made thereunder, shall not be deemed voluntary transfers within the meaning of this article. 4-1-79 GENERAL POWER CONTRACT PROVISIONS R. License to the Contractor. The United States, upon request by the Contractor, will grant to the Contractor a license or licenses to construct, install, operate, maintain, replace, or repair, either or all, upon the property of the United States under the administrative control and Jurisdiction of the Western Area Power Administration such facilities as in the opinion of the contracting officer are necessary or desirable for the purposes of this contract. Said license shall remain in effect during the term of this contract and shall expire coincidently therewith. Any facilities so installed by the Contractor pursuant hereto shall be and remain the property of the Contractor, notwithstanding that the same may have been,affixed to the premises, and the Contractor shall have a reasonable time after the expiration of said license in which to remove its facilities so installed. S. License to the United States. " T. U. V. The Contractor, upon request by the contracting officer, will grant to the United States a license or license to construct, install, operate, maintain, replace, or repair, either or all, upon the property of the Contractor such facilities as in the opinion of the Contractor are necessary or desirable for the purposes of this contract. The license or licenses so granted shall be in form and of legal sufficiency acceptable to the contracting officer shall be and remain in effect during the term of this contract, and shall expire coincidently therewith. A~y facilities so installed by the United States pursuant to said license or licenses shall be and remain the propert> of the United States notwithstanding that the same may have been affixed to the premises, and the United States shall have a reasonable time after the expiration of said license or licenses in which to remove its facilities so installed. Waivers. Any waiver at amy time by either party hereto of its rights with respect to a default or any other matter arising in connection with this contract shall not be deemed to be a waiver with respect to any subsequent defaul: or matter. Notices. Any notice, demand or request required or authorized by this contract shall be deemed properly given if mailed, postage prepaid, to the contracting officer at the address shown on the signature page hereof, on behalf of the United States, except where otherwise herein specifically provided, and to the officer signing for the Contractor at the address shown on the signature page hereof, on behalf of the Contractor. The designation of the perso9 to be notified or the address of such person may be changed at any time by similar notice. ContinKent. Upon Appropriations. .. Where the operations of this contract extend beyond the current fiscal year, the contract is made contin- gent upon Congress making the necessary appropriation for expenditures hereunder after such current year shall have expired. In case such appropriation as may be necessary to carry out this contract is not made, the Contractor hereby releases the United States from all liability due to the failure of Congress to make such appropriation. W. Officials Not to Benefit. No Member of or Delegate to Congress or Resident Commissioner shall be admitted to any share or part of this contract or to any benefit that may arise herefrom, but this restriction shall not be construed to extend to this contract if made with a corporation or company for its general benefit. X. Covenant AKainst ContinKent Fees. The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this 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 the United States shall have the right to annul this contract without liability or in its discretion to deduct from the contract price or consideration the full amount of such commission, percentage, brokerage, or contingent fee. 4-i-79 GENERAL POWER CONTRACT PROVISIONS Y. National Environmental Policy Act. Facilities to be constructed hereunder by either party hereto shall be constructed subject to compliance with the National Environmental Policy Act of 1969 (83 Stat. 852). Z. Contract Subject to Colorado River Comp.act. Where the energy sold hereunder is generated from waters of the Colorado River system, this contract is made upon the express condition and with-the express covenant that all rights hereunder 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 p~rties hereto shall observe and be subject to and controlled by said Colorado River Compa6t in the construction, management, and operation of the dams, reservoirs, and power- plants from which electrical energy is to be furnished by the United States to the Contractor hereunder, and in the storage, diversion, delivery, and use of water for the generation of electrical energy to be delivered by the United States to the Contractor hereunder. THE FOLLOWING PROVISIONS ARE APPLICABLE ONLY WHEN THE ELECTRIC SERVICE TO BE FURNISHED ARTICLE PROVIDES THAT SERVICE WILL BE FURNISHED OVER THE FACILITIES OF A THIRD PARTY: AA. Existence of Transmission Service Contract. Inasmuch as the electric service hereunder is to be supplied over facilities not owned by the United States, the obligation of the United States to furnish electric service hereunder shall at all times be subject to and contingent upon the existence of a transmission service contract granting the United States the right to use such facilities not owned by it as are necessary to the rendering of electric service hereunder; Provided, That, if the United States acquires or constructs facilities which would enable it to furnish direct service to the Contractor, the United States, at its option, may furnish the electric service hereunder over its own facilities. BB. Conditions of Transmission Service. Anything to the contrary in this contract notwithstanding, when the electric service under this contract is furnished by the United States over the facilities of others by virtue of a transmission service arrange- ment, the electric 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. The United States 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 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 the United States; Provided, That if the Contractor,..because of changes or conditions on the system over which service hereunder is supplied, is subjected to the n~cessity of making changes on its system at its own expense in order to continue receiving service hereunder, then the Contractor may terminate this contract on not less than sixty (60) days' written notice given to the United States at any time prior to the making of said changes on its system, but not thereafter; Provided further, That if the electric service requirements of the Contractor, to the extent that the United States is obligated or determines that it can become obligated to furnish such requirements, are not being met or the United States advises the Contractor cannot be met because of an insuffi- ciency of capacity available to the United States under its transmission service arrangement in the facilities of others over which service hereunder is supplied, then the Contractor may terminate this contract on not less than sixty (60) days' written notice given to the United States at any time prior to the time that the United States advises the Contractor that the needed capacity is available, but not thereafter. THE FOLLOWING PROVISION IS APPLICABLE ONLY WHEN ELECTRIC SERVICE INVOLVES MULTIPLE POINTS OF DELIVERY FROM BOTH DIRECT AND WHEELED POINTS: CC. Multiple Points of Delivery InvolvinE Direct and Wheeled Deliveries. When the United States has provided line and substation capacity under the terms of this contract for the purpose of delivering electric service directly to the Contractor at specified direct points of delivery and also has agreed to absorb wheeling allowances and/or discounts up to a specified maximum amount for deliveries of power over other system(s) to wheeled points of delivery and the Contractor shifts any of its loads served hereunder from direct delivery to wheeled delivery, the United States will not absorb the wheeling costs on such shifted load until the unused capacity, as determined solely by the contracting officer, available at the direct delivery points(s) affected is fully utilized. 4-1-79 GPO 849 -- g0g