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R~SOLUTION NO. 92-52
RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF UKIAH APPROVING AMENDMENT NO. 4
AND REVISION 2 OF EXHIBIT B TO CONTRACT FOR ELECTRIC
SERVICE WITH THE W~STERN PO~ ADMINISTRATION
BF. IT RESOLVF. D, by the City Council of the City of
Ukiah, California, that the Mayor and City Clerk be and are
hereby authorized to execute for and on behalf of the City
of Ukiah, California, the attached Amendment No. 4 and
Revision 2 of Exhibit B to Contract No. DE-MS65-82WP59017
for Electric Service with the Western Area Power
Administration, which Amendment No. 4 and Revision 2 of
Exhibit B were duly presented to the City Council are hereby
approved.
PASSED AND ADOPTED this 6th day of May, 1992,
by the following roll call vote:
AYES: Councilmembers McMichael, Schneiter and Mayor
Henderson
NOES: None
ABSENT: Councilmembers Watten~.and Shoemake~-
ATT~T~.: /~ ./ ~-~or
Colleen
B.
Henderson
'/ / ~c
Ca Kay
State of California )
City of Ukiah
) ss
I, Cathy McKay, the duly appointed and qualified Clerk of
the City of Ukiah, California, do hereby certify that the
foregoing is a true, accurate and complete copy of a
resolution duly passed and adopted at a regular meeting of
the City Council of the City of Ukiah, California, held
on May 6, 1992.
Date: By:
Title:
Amendment No. 4
Contract No. DE-MS65-82WP59017
UNITED STATES
DEPARTMENT OF ENERGY
WESTERN AREA POWER ADMINISTRATION
Central Valley Project
CONTRACT AMENDMENT WITH THE CITY OF UKIAH
(Settlement Arrangements Associated With Renewable Resource Allocation)
Amendment No. 4
Contract No. DE-MS65-82WP59017
UNITED STATES J
DEPARTMENT OF ENERGY
WESTERN AREA POWER ADMINISTRATION
Central Valley Project
CONTRACT AMENDMENT WITH THE CITY OF UKIAH
(Settlement Arrangements Associated With Renewable Resource Allocation)
Section
·
2.
3.
4.
5.
6.
7.
8.
Title
Preamble ............................
Explanatory Recitals ......................
Agreement ..........................
Termination of Existing Agreements ...............
Term of Agreement ........................
Definitions ...........................
9,
10.
11.
12.
13.
14.
Geothermal Project Renewable Resource Allocation ........
Renewable Resource Allocation Energy Sales Price Escalation
Settlement ..........................
Termination of Renewable Resource Allocation Energy Sales by the
City .............................
Page
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Release of Claims ........................ 10-11
Energy Sales by the City ................... 11
Energy Scheduling Procedures .................. 11-12
Payment ............................. 12
Modification of Conservation and Renewable Energy Program Section
of the Primary Contract .................... 13-15
15. Modification of General Power Contract Provisions Section of the
Primary Contract .......................
16. Other Agreements ........................
17. Primary Contract to Remain in Full Force and Effect .......
Signature
Resolution
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Amendment No. 4
Contract No. DE-MS65-82WP59017
UNITED STATES
DEPARTMENT OF ENERGY
WESTERN AREA POWER ADMINISTRATION
Central Valley Project
CONTRACT AMENDMENT WITH THE CITY OF UKIAH
(Settlement Arrangements Associated With Renewable Resource Allocation)
Preamble- This Contract Amendment is made this 6th day of
May , 1992, between the United States of America,
Western Area Power Administration (Western), and the City of Ukiah (City
or Contractor), as part of Contract No. DE-MS65-82WP59017, as amended
(Primary Contract), pursuant to the same authorities as the Primary
Contract, and subject to all the provisions of the Primary Contract
except as herein amended.
Explanator¥ Recitals:
2.1 The City operates an electric utility system and is a preference
customer of Western. Western and the City have entered into
Contract No. DE-MS65-82WP59017, effective February 24, 1982, as
amended.
2.2
Western has entered into Contract No. 14-06-200-2948A, dated
July 31, 1967, as amended, supplemented or superseded, with Pacific
Gas and Electric Company (PG&E), which provides for, among other
things, the right of Western to use PG&E~s transmission system for
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2.3
2.4
2.5
2.6
the transmission of power and energy from Western to its preference
customers of the Central Valley Project (CVP), including the City.
The City is a member of the Northern California Power Agency
(NCPA), a joint powers agency of the State of California, and has
entitlement to 4.972 percent of the output of the Northern
California Power Agency Geothermal Plan No. 1 (NCPA Powerplant),
which has a capability of 120 MW.
Western declared its intent in its 1981CVP Final Powem Marketing
Plan to support renewable resources and cogeneration projects
through the marketing of 30 MW of which a total of 2.9 MW was
allocated to the City for its willingness to develop the
Lake Mendocino Hydroelectric Powerplant and for its participation
in the NCPA Powerplant.
Under the provisions of Amendment No. 2 to the Primary Contract,
Western allocated 0.4 MW of capacity and associated energy to the
City with the stipulation that the City sell to Western an
equivalent amount of energy from the NCPA Powerplant or other
sources available to the City.
Western began purchasing energy from the City in September 1986
pursuant to the terms of Amendment No. 2 to the Primary Contract at
a rate of 35 mills/kwh and continued to purchase energy from the
City at a rate of 35 mills/kwh through March 1991.
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2.7
Amendment No. 2 to the Primary Contract included provisions which
provided for the initial rate at which Western purchased energy
from the City to escalate based on increases in the operation and
maintenance costs and geothermal steam costs associated with the
NCPA Powerplant.
2.8
The City and Western agree that the provisions in Amendment No. 2
to the Primary Contract which provide for Western to pay escalated
rates for energy purchased from the City may be interpreted
differently.
2.9
As set forth in Letter of Agreement No. 91-SA0-10080, dated
March 29, 1991, the City and Western negotiated a settlement
providing, among other things, for Western to pay the City an
additional amount of money to reflect the escalated cost of the
energy produced by the NCPA Powerplant and purchased by Western
from September 1986 through March 1991.
2.10 As part of the settlement reached between Western and the City and
set forth in Letter of Agreement No. 91-SA0-10080, the City agreed
to discontinue energy sales to Western as provided for under
Amendment No. 2 to the Primary Contract as of March 31, 1991, in
return for Western providing the City an additional Contract Rate
of Delivery of 0.16 MW beginning on April 1, 1991, and continuing
through the term of the Primary Contract.
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2.11 The City and Western desire to incorporate the understandings
reached in Letter of Agreement No. 91-SA0-10080 into this Contract
Amendment.
2.12 The Parties also desire to provide for a scheduling arrangement
herein whereby the City may, from time to time, make energy
available for sale to Western, and Western may purchase such energy
at prices and under conditions to be mutually agreed upon.
3. Aqreement- The Parties agree to the terms and conditions set forth
herein.
4. Termination of Existin.q A.qreements- Amendment No. 2, dated
September 29, 1983, to the Primary Contract and Letter of Agreement
No. 91-SA0-10080, dated March 29, 1991, are hereby terminated as of the
effective date of this Contract Amendment.
5. Term of Aqreement:
5.1 This Contract Amendment shall be effective at 0000 hour on the
first day of April 1992, and shall terminate at 2400 hours on
June 30, 1994. In addition, this Contract Amendment shall be
subject to prior termination as otherwise provided for herein or in
the Primary Contract.
5.2
This Contract Amendment may be terminated by the City upon one year
written notice of termination to Western.
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5.3
Upon termination of this Contract Amendment, benefits conferred
upon the Parties and obligations incurred hereunder shall be
preserved until satisfied.
6. Definitions.
6.1 Contract Rate of Delivery - The City's maximum rate of delivery of
firm electric energy from the CVP pursuant to the Primary Contract
and the PG&E Contract, including any amendments to said Contracts.
6.2
Geothermal Project Renewable Resource Allocation - The 0.56 MW
portion of the City's Contract Rate of Delivery made available to
the City by Western pursuant to Section 7 hereunder, and energy
associated with such portion.
6.3
NCPA Powerplant - The NCPA Geothermal Plant No. 1 of which the City
has an entitlement to 4.972 percent of the output and which has a
capability of 120 MW.
6.4
PG&E Contract - Contract No. 14-06-200-2948A dated July 31, 1967,
between Western and PG&E, as such Contract may hereinafter be
amended, supplemented or superseded, providing for, among other
things, a right of Western to use PG&E's transmission system for
the transmission of power and energy from the CVP to preference
customers of the CVP, including the City.
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6.5
Point(s) of Receipt - The point agreed to by the City and Western
where energy may be delivered by the City to Western or to PG&E for
service to Western~s loads.
6.6
Power Bill - The statement of charges issued to meet the
obligations of Western and the City under the Primary Contract.
6.7
Renewable Resource Allocation - The 3.06 MW portion of the City's
Contract Rate of Delivery made available to the City by. Western
pursuant to Section 7 hereunder and Amendment No. 1 to the Primary
Contract, and energy associated with such portion. The 3.06 MW
Contract Rate of Delivery is comprised of a 2.5 MW Contract Rate of
Delivery for the City's development of the Lake Mendocino
Hydroelectric Powerplant and a .56 MW Contract Rate of Delivery for
the City's participation in the NCPA Powerplant.
6.8
Transmission Services Contract - Contract No. DE-MS65-83WP59055,
dated August 2, 1983, between Western and PG&E, which, as such
contract may hereinafter be amended, supplemented, or superseded,
provides for transmission of power and energy from the CVP to the
City.
7. Geothermal Project Renewable Resource Allocation:
7.1 Upon the effective date of this Contract Amendment, the City's
Contract Rate of Delivery shall be increased by 0.56 MW. The
Geothermal Project Renewable Resource Allocation is comprised of a
0.4 MW Contract Rate of Delivery which was provided to the City
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7.2
7.3
7.4
pursuant to Amendment No. 2 to the Primary Contract and a 0.16 MW
Contract Rate of Delivery which was provided to the City pursuant
to Letter of Agreement No. 91-SA0-10080. Such portion of the
City's Contract Rate of Delivery shall hereinafter be referred to
as the City's Geothermal Project Renewable Resource Allocation.
The right of the City to receive the Geothermal Project Renewable
Resource Allocation shall be contingent upon the City maintaining a
participation interest in, or an entitlement to, the output of the
NCPA Powerplant at least equal to the 0.56 MW Contract Rate of
Delivery associated with the City's Geothermal Project Renewable
Resource Allocation granted by this Contract Amendment. If the
City fails to maintain a participation interest in, or an
entitlement to, the output of the NCPA Powerplant at least equal to
the Geothermal Project Renewable Resource Allocation granted by
this amendment, Western may, at its discretion, withdraw all or a
portion of the Geothermal Project Renewable Resource Allocation.
Pursuant to Section lO(d) and lO(e) of the Primary Contract, in
order to supply power to preference customers in the Trinity,
Tuolomne, and Calaveras Counties, California, Western may, in
accordance with the requirement of Reclamation Law and the Final
Withdrawal Procedures (52 FR 7702), withdraw all or part of the
City's Renewable Resource Allocation.
Pursuant to Section lO(f) of the Primary Contract, in order to
supply the project use requirements of the CVP, including operation
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8.
of the Federal San Luis Unit, Western may, ~n accordance with the
Final Withdrawal Procedures (52 FR 7702), withdraw all or part of
the City's Renewable Resource Allocation.
7.5
Pursuant to Section lO(g) of the Primary Contract, upon receipt of
notice of reduction in the City's Renewable Resource Allocation,
the City may terminate this Contract Amendment within thirty (30)
days after receipt of such notice by notifying Western in writing
prior to the desired termination date.
7.6
The provisions set forth in Sections lO(h) and 10(i) of the Primary
Contract shall also be applicable to the Geothermal Project
Renewable Resource Allocation provided for in this Contract
Amendment.
7.7
All rights and obligations of the City and Western, with respect to
the City's Renewable Resource Allocation, shall be consistent with
the Primary Contract, the PG&E Contract, and Transmission Services
Contract.
Renewable Resource Allocation Enerqy Sales Price Escalation Settlement:
8.1 In accordance with the settlement set forth in Letter of Agreement
No. 91-SA0-10080 regarding the price of the energy sold by the City
to Western from September 1986 through December 1990 associated
with the City's Renewable Resource Allocation, Western agreed to
pay the City the sum of one hundred twenty-two thousand seven
hundred ninety-eight dollars ($122,798.00).
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8.2
8.3
In addition to the amount set forth in Section 8.1 and consis-
tent with the settlement reached in Letter of Agreement
No. 91-SA0-10080, Western agreed to pay the City an additional sum
of money for energy sold to Western by the City during January,
February, and March 1991. Such additional amount of money owed to
the City shall be determined by multiplying the amount of energy
sold to Western during said time period by the difference between
the price Western actually paid for the energy (35 mills/kWh) and
the then-current maximum price provided for pursuant to Section 16
of Amendment No. 2 to the Primary Contract (50 mills/kWh). Since
the City sold and delivered 722,400 kWh to Western in said time
period, Western agrees to pay the City an additional sum of ten
thousand eight hundred thirty-six dollars ($10,836.00).
In accordance with the provisions of Sections 8.1 and 8.2, Western
is obligated to provide compensation to the City in the amount of
one hundred thirty-three thousand six hundred thirty four dollars
($133,634.00).
8.3.1 In lieu of receiving a payment from Western in the amount set
forth in Section 8.3, the City elected to receive an
equivalent amount of credit by means of a reduction in the
balance in the City's Energy Deficit Account, which exists
pursuant to the terms and conditions of Amendment No. 1 to
the Primary Contract. Such credit amounted to a reduction in
the balance in the City's Energy Deficit Account of
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4,454,467 kWh, which was based upon the one hundred thirty-
three thousand six hundred thirty-four dollars ($133,634.00)
Western owed the City and assumed the cost of a kilowatthour
of energy in the Energy Deficit Account was thirty (30)
mills.
8.3.2 The credit determined in Section 8.3.1 was reflected in the
City's April 1991 power bill.
.
Termination of Renewable Resource Allocation Enerqy Sales by the City to
Western: As consideration for the additional 0.16 MW Renewable Resource
Allocation granted to the City pursuant to Section 7.1 and the
compensation provided to the City pursuant to Section 8, the City agrees
that Western, as of April 1, 1991, shall have no continuing obligation to
purchase any energy from the City under the terms and conditions of
Amendment No. 2 to the Primary Contract. In addition, Western and the
City agree that Western shall have no obligation to purchase energy from
the City associated with the Geothermal Project Renewable Resource
Allocation set forth in Section 7.1 herein.
10. Release of Claims: As additional consideration for the additional
0.16 MW Renewable Resource Allocation granted to the City pursuant to
Section 7.1; the compensation provided to the City pursuant to Section 8;
and the termination of energy sales by the City to Western pursuant to
Section 9; the City hereby agrees to waive and release any and all claims
that may exist between Western and the City regarding the pricing or
quantity of energy sold by the City to Western associated with the
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Geothermal Project Renewable Resource Allocation from the effective date
of Amendment No. 2 to the Primary Contract through the effective date of
this Contract Amendment.
11. Enerqv Sales b.¥ the City'
11.1 The City, or the City's designated agent, at its sole discretion,
will determine the price, amounts, and times that energy is
available to Western.
11.2 Western shall determine, at its sole discretion, the amounts of
such energy offered by the City, or the City's designated agent,
which is desired to be purchased at the Point(s) of Receipt.
Western shall schedule the energy desired to be purchased. Energy
accounting hereunder shall be based on the scheduled quantities.
11.3 The City shall deliver the energy requested by Western, and Western
shall accept said energy deliveries made available by the City, or
the City's designated agent, pursuant to Section 12 herein.
12. Enerqy Schedulinq Procedures:
12.1 The City, or the City's designated agent, shall notify Western by
1000 hours each workday, or as otherwise agreed, of the hourly or
half-hourly amounts and price per kilowatt-hour for energy to be
made available for sale to Western for the next day or days.
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12.2 Western shall notify the City, or the City"s designated agent, by
1200 hours each workday, or as otherwise agreed, of the hourly or
half-hourly amounts of energy that Western requests from the City
at the price quoted by the City, or the City's designated agent,
for the following day or days.
12.3 The City, or the City's designated agent, or Western shall notify
the other Party of any adjustments to previously agreed upon
scheduled amounts as soon as practicable, but no later than fifteen
(15) minutes prior to any scheduled hour or half-hour.
12.4 Both Parties shall use their best efforts to keep changes to the
scheduled amounts to a minimum.
13. Payment-
13.1 The City shall pay Western for its Renewable Resource Allocation at
the established CVP rates for firm capacity and energy as provided
in the Primary Contract.
13.2 Western shall pay the City for the energy scheduled at the prices
agreed upon by Western each month pursuant to Section 11 herein.
13.3 Western may credit the monthly amount it owes the City for energy
purchases made hereunder against the amount the City owes Western
under the Power Bill for the same month. At the discretion of
Western, if the amount owed by the City under the Power Bill is
less than the amount owed by Western for energy purchases
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hereunder, Western shall either pay the difference to the City as
soon as the necessary vouchers can be prepared, ordinarily by the
last day of the month following the month in which the statement of
charges was received by Western, or credit the difference in the
City's Power Bill in the next succeeding month.
13.4 Western may transfer or assign its payment obligations to the City
hereunder to other Western customer(s), and the City agrees to
receive payment from such customer(s) so long as payment is made
under the same conditions as provided herein; Provided, That any
such transfer or assignment shall not affect the rights and
obligations of the Parties hereunder and Western shall remain
primarily liable for its obligations hereunder. Such transfer or
assignment shall be provided for under the terms and conditions
between Western and its customers. Western agrees to notify the
City as soon as is practicable each month that Western exercises
its rights herein to transfer or assign its payment obligations to
another Western customer.
14. Modification of Conservation and Renewable Enerqy Pro.qram Section of thn
Primary Contract' Section 17 of the Primary Contract is hereby deleted
and the following substituted therefor.
"CONSERVATION AND RENEWABLE ENERGY PROGRAM
17. (a) The City shall develop and implement a conservation and
renewable energy program. The City's program will be
developed and implemented in accordance with the terms
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of the "Final Guidelines and Acceptance Criteria for
Customer Conservation and Renewable Energy Programs"
published in the Federal Register on August 21, 1985
(50 FR 33892), and any subsequent amendments thereto.
(b) To effect a conservation and renewable energy program,
Western and the City agree as follows.
(1)
If requested and if within its capabilities,
Western will provide guidance and assistance in
the development of a conservation and renewable
energy program.
(2)
The City will develop a conservation and
renewable energy program suitable for its own
geographic area and type of utility operation,
and will submit said program to Western within
twelve (12) months of the date of execution of
this Contract Amendment.
(3)
Conservation and renewable energy programs shall
consist of a designated number of activities, as
stipulated in the Guidelines and Acceptance
Criteria. Credit will be given for past
accomplishments if they are ongoing and current
under the Guidelines and Acceptance Criteria.
Approval and periodic review and verification of
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any program shall take place in accordance with
the Guidelines and Acceptance Criteria.
(c) The initial conservation and renewable energy program
submitted by the City to Western will either be
approved or disapproved within three (3) months of
receipt. If an initial submittal is disapproved, a
notification of deficiency in the program will be given
in writing by Western. Deficiencies must be remedied
within twelve (12) months of the date of notification.
If an existing program is revoked at any time after
approval, a notification of deficiencies in such
program will be given in writing by Western.
Deficiencies must be remedied within twelve (12) months
of the date of notification.
(d) If deficiencies in any program are not corrected within
twelve (12) months of Western~s written rejection of a
program, the City's firm capacity and associated energy
entitlement, as set forth in this Contract, may be
reduced by ten (10) percent at the discretion of the
Administrator."
15. Modification of General Power Contract Provisions Section of the Primary
Contract. Article 19 of the Primary Contract is hereby deleted and the
following substituted therefor:
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"GENERAL POWER CONTRACT PROVISION_~
19. The General Power Contract Provisions effective January 3,
1989, attached hereto, are hereby made a part of this
Contract the same as if they had been expressly set forth
herein."
16. Other Aqreements:
16.1 If conflicts exist between any of the terms of this Contract
Amendment and the terms of the PG&E Contract, the terms of the PG&E
Contract shall control. This provision shall not constitute a
waiver of claims which the City might otherwise have against
Western or PG&E, and which do not affect interpretation of the
terms of this Contract Amendment, except as such specific claims
have been waived in accordance with Section 10 herein.
16.2 This Contract Amendment shall be in addition to and shall
supplement the Primary Contract. Termination of this Contract
Amendment or breach of any of the terms of this Contract Amendment
shall not constitute termination of the Primary Contract or breach
of any of the terms of the Primary Contract.
17. Primary Contract to Remain in Full Force and Effect: Except as
expressly modified by this Contract Amendment, said Primary Contract
shall remain in full force and effect, and this Contract Amendment shall
be subject to all provisions of the Primary Contract, except as modified
herein.
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IN WITNESS WHEREOF, the Parties hereto have caused this Contract Amendment to
be executed the day and year first above written.
(Seal)
ATTEST:
By:
City Clerk Cathy McKay
Title:
WESTERN AREA POWER ADMINISTRATION
By:
Ti tl e: Area Manaqer
Address- 1825 Bell Street, Suite 105
Sacramento, California 95825
CITY.-Of--UKIAH, CALIFORNIA ~
Title: ~ayor Colleen B. Henderson
Address: 300 Seminary Avenue
Ukiah, CA 95482
17
Exhibit B, Revision 3
Contract No. DE-MS65-82WP59017
·
·
·
EXHIBIT B
(Contract Rate of Delivery)
This revised Exhibit B, made this 6th day of May ,
1992, to be effective under and as part of Contract No. DE-MS65-82WP59017,
dated February 24, 1982 (hereinafter called the Contract), shall become
effective on the first day of April 1992, shall, on said date, terminate
and supersede Exhibit B dated October 21, 1987, and shall remain in
effect until superseded by another Exhibit B; Provided, That this
Exhibit B or any superseding Exhibit B shall be terminated by the
termination of the Contract.
a·
be
On and after the effective date of this Exhibit B, the Contract
Rate of Delivery (CRD) for firm power shall be 3,856 kilowatts of
Westlands Withdrawable Power and 2,017 kilowatts of the 26
megawatts of firm power, 2,500 kilowatts pursuant to Amendment
No. 1 to this Contract and 560 kilowatts pursuant to Amendment
No. 4 to the Contract, which provide for the City's Renewable
Resource Allocation, for a total CRD of 8,933 kilowatts.
The City's Renewable Resource Allocation associated with the Lake
Mendocino Hydroelectric Powerplant will be terminated in
accordance with Section 12 of Amendment No. 1 and its Geothermal
Project Renewable Resource Allocation will be terminated in
accordance with Section 5 of Amendment No. 4.
The original allocation referred to in Section 10(c) of this Contract
shall be 3,983 kilowatts of Westlands Withdrawable Power and 2,017
kilowatts of the 26 megawatts of firm power for a total of 6,000
kilowatts.
ATTEST',~/ ?~
By' (~/ ~
Title. city Clerk Cathy McKay
WESTERN AREA POWER ADMINISTRATION
By'
Ti tl e- Area Manaqer
Address- 1825 Bell Street, Suite 105
Sacramento, California 95825
By~~J~-Z~~?~CIF~'~'J~KIAH' CALI!ORN~
Tit~e~: Mayor Colleen B. Henderson.
Address· 300 Seminary Avenue
Ukiah, CA 95482
Ie
~fective January 3,
WESTERN AREA P~WER ADMINISTRATION
GENERAL POWER CCi~TRA~T PROVISIC~S
1989
PAGE
Applicability .............................................. ' .. 2
II.
III.
e
3.
4.
5.
6.
7.
* 8.
9.
D~.rVER~ CF SERVICE PR~VISI~.
Character of Service .......................................... 2
Use of Capacity or Energy in Excess of Contract Obligation .... 2
Continuity of Service ......................................... 2-3
Multiple Points of Delivery ................................... 3
Metering ...................................................... 3-4
Existence of Transmission Service Contract .................... 4
Conditions of Transmission Service ............................ 4-5
Multiple Points of Delivery Involving Direct and Transmitted
Deliveries .................................................... 5
10. Construction, Operation, and Maintenance of Contractor's
Pc~r Syst~n.. ~ ............................................... 5
RATES, B]~ z JNG, AND PAYMENT PROVISIC~S.
11.
12.
13.
14.
15.
16.
Change of Rates ................................................ 6
Minimum Seasonal or Annual Capacity Charge .................... 6
Billing and Payment ........................................... 6-7
Nonpayment of Bills in Full When Due .......................... 7
Adjustments for Fractional Billing Period ..................... 7
Adjustments for Curtailments to Firm Service .................. 7-8
IVe
PC~ER
17.
18.
SAI P.$ PROVISIflfl~.
Resale of Fi~m Electric Service ............................... 8
Contract Subject to Colorado River C~ct .................... 8
V. FACrr.T'ITF_.S PROVISIC~S.
19.
20.
21.
22.
23.
24.
25.
26.
27.
Design Approval ............................................... 9
Inspection and Acceptance ...................................... 9
As-Built Drawings .. ~ .......................................... 9
Equipment Ownership Markers ................................... 9-10
Third-Party Use of Facilities ................................. 10
Changes to Western Control Facilities ......................... 10
Modification of Western Facilities ............................ 10
Transmission Rights ........................................... 11
Construction and Safety Procedures ............................ 11-12
Vie
* 28.
29.
30.
31.
32.
* 33.
34.
35.
36.
37.
38.
39.
40.
* 41.
* 42.
43.
PR~TISIC~S.
Authorized Representatives of the Parties ..................... 12
Effect of Section Headings .................................... 12
Operating Guidelines and Procedures ........................... 12
Uncontrollable Forces ......................................... 12-13
Liability ..................................................... 13
Environmental Cc~pliance ...................................... 13
Cooperation of Contracting Parties ............................ 13
Transfer of Interest in Contract by Contractor ................ 14
Waivers ....................................................... 14
Notices ................................................ 14
Contingent'~ AppropriatiOns i · · · 14
Officials Not to Benefit ...................................... 14
Covenant Against Contingent Fees .............................. 15
Contract Work Hours and Safety Standards ...................... 15
Equal Opportunity Employment Practices ........................ 15
Use of Convict Labor .......................................... 15
* Revised January 3,
·
1989.
Effective January 3, 1989
~ AREA tK3Wf~ ADMINISTRATION
GENERAL PCWER C~NI~ACT PROVISIONS
1. Applicability.
1.1. These General Power Contract Provisions shall be a part of
the contract to which they are attached. These provisions set forth general
conditions applicable to the contract. Specific terms set forth in the
contract have precedence over any provision herein.
1.2. If the Contractor has ~ utilities which are either
directly or indirectly receiving benefits frc~ the contract, then the
Contractor shall requLre such maubers to ccmmply with the General Po~r
Contract Provisions, Articles 10, 17, 18, 33, 34, 41, 42, and 43.
II. D~r.~QFSERVICEPI~SI(Ik~S.
2. Character of Service.
Electric energy supplied or transmitted under the contract will
be three-phase, alternating current, at a 'ncminal frequency of sixty (60)
hertz (cycles per second).
3. Use of Capacity or Energy in Excess of Contract Obligation.
The Contractor is not entitled to use Federal pc~r, energy, or
capacity in amounts greater than the Western contract delivery obligation in
effect for each type of service provided for in the contract except with the
approval of the Contracting Officer. Unauthorized overruns of contract
delivery obligations shall be subject to charges specified in the contract
or the applicable rate schedules. Overruns shall not establish any
continuing right thereto and the Contractor shall cease any overruns when
requested by the Contracting Officer, or in the case of authorized ov~--zxms,
when the approval expires, whichever occurs first. Nothing in the contract
shall obligate Western to increase any delivery obligation. If additional
pc~r,ene~, or capacity is not available frc~ Western, the responsibility
for securing additional po~_r, 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
syst~n protection; and (3) t~porary fluctuations, interruptions, or
reductions, which, in the opinion of the party supplying the service, are
necessary or desirable for the purposes of maintenance, repairs,
replacements, installation of equipment, or investigation and inspection.
The party supplying service, except in case of emergency, will give the
party to whc~ service is being provided reasoDahle advance notice of such
t~porary interruptions or reductions and will r~m~we the cause thereof with
diligence.
5. Multiple Points of Delivery.
When electric service is supplied at or transmitted to t%~ or
more points of delivery under the same rate schedule, said rate schedule
shall apply separately to the service supplied at or transmitted to each
point of delivery; Provided, That where the meter readings are considered
separately, and during abnormal conditions, the Contractor' s system is
interconnected betw~=en points of delivery such that duplication of metered
po~er is possible, the meter readings at each affected point of delivery
will be adjusted to cc~pensate for duplication of power cka~and recorded by
meters at alternate points of delivery due to abnormal conditions which are
beyond the Contractor's control or t~porary 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 equi~:nent to be furnished
and maintained by Western or by the Contractor acting as the designated
representative of Western. The Contractor shall ensure that metering
equi~nent 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, transmission agent, or control area
operator. Any metering equi~nent 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 r~-~cded 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 frcm the best
available information.
6.4. If acceptable inspections and tests of a meter ~ by
Western for billing or other accounting purposes disclose an error exc~LLng
tw~ percent (2%), ~ correction based upon the inaccuracy found shall be
made of the records of services furnished during the period that such
inaccuracy has existed as detex~Lined by the Contracting Officer; Provided,
That if such period of inaccuracy cannot be deten~ir~d, correction shall be
made for the period .beginning with the monthly billing period inm~diately
preceding the billing period during which the test was made.
6.5. Any correction in billing resulting frcm correction in
meter records shall non, ally be made in the next monthly bill z~ndered by
Western to the Contractor. Payment of such bill shall constitute full
adjustment of any claim betm~n the parties hereto arising out of inaccuracy
of metering equi~x~ent.
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 w~uld e ~r~ble it to furnish direct service to the
Contractor, Western, at its option, may furnish service over its c~n
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
arrang~nent, the power and energy will be furnished at the voltage available
and under the conditions which exist frcm time to time on the transmission
system over which the service is suuplied.
* 8.2. Unless otherwise provided in the contract or attached rate
schedule, the Contractor shall maintain a power factor at each point of
delivery frcm Western's transmission agent as required by the transmission
agent.
8.3. Western will endeavor to inform the Contractor frc~ time to
time of any changes contemplated on the system over which the service is
suuplied, but the costs of any changes made necessary in the Contractor's
system because of changes or conditions on the syst~ 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 syst~ at its own expense in order to continue receiving
service under the contract, then the Contractor may ~te 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.
8.5. If Western notifies the Contractor that electric service
provided for under the contract cannot be delivered to the Contractor
because of an insufficiency of capacity available to Western in the
facilities of others over which service under the contract is supplied, then
the Contractor may terminate service under the contract upon not less than
sixty (60) days' written notice given to the Contracting Officer prior to
the date on which said capacity ceases to be available to Western, but not
thereafter.
9. Multiple Points of Delivery Involvinq 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 direct points of delivery and also has a~ to
absorb transmission service allcwance 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 frc~ 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
fully 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 arrangements of the system(s)
of Western or Western's transmission agents. Western may reduce or
discontinue furnishing services to the Contractor if, after notice by 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 probable conditions with any
service supplied frcm the pc~r system of Western or frcm the p~w~r syst~n
of a transmission agent of Western. Such a reduction or discontin~ance of
service will not relieve the Contractor of liability for any mininumcharges
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 frc~ the construction, operation, or maintenance of the
Contractor's pc~r system.
III. P4kTES, BIIz.~G, ~ PAYMENT PROVISIC~S.
11. Change of Rates.
Rates applicable under the contract shall be subject to change by
Western in accordance with appropriate rate adjustment procedures. If at
any time the United States prc~ulgates a rate changing a rate then in effect
under the contract, it will prcmptly notify the Contractor thereof. Rates
shall becc~e 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
tezmination shall be effective on the last day of the billing period
requested by the Contractor not later than ~ (2) years after the effective
date of the new rate. Service provided by Western shall be paid for at the
new rate regardless of whether the Contractor exercises the option to
tenninate service.
12. Min/mum Seasonal or Annual Capacity Charge.
When the rate in effect under the contract provides for a minimum
seasonal or annual capacity charge, a statement of the minimum capacity
charge due, if any, shall be included in the bill rendered for service for
the last billing period of the service season or contract year as
appropriate, adjusted for increases or decreases in the contract rate of
delivery and for the number of billing periods during the year or season in
which service is not provided. Where nultiple points of delivery are
involved and the contract rate of delivery is stated to be a maxinuu
aggregate rate of delivery for all points, in det~zmining the mininmuu
seasonal or annual capacity charge due, if any, the monthly capacity charges
at the individual points of delivery shall be added together.
13. Billinq 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 t~ntieth (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 Fec~_ral holiday. Bills shall be considered paid when
payment is received by Western; ProviZ, 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 p~w~r 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 party in
whose favor such balance exists. The parties shall exchange such r~ports
and information that either party r~quLres for billing purposes. Net
billing shall not be used for any amounts due which are in dispute.
14. Nonpayment of Bills in Full When Due.
14.1. Bills not paid in full by the Contractor by the due date
specified in Article 13 hereof shall bear an initial charge of t~ percent~
(2%) of the amount unpaid. Each day thereafter, a charg~ 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 r~m%ains
unpaid. Such a discontinuance of service will not relieve the Contractor of
liability for minimum charges during the time service is so discontinued.
The rights reserved to Western herein shall be in addition to all other
r~N~/ies available to Western either by law or in equity, for the breach of
any of the terms hereof.
15. Adjustments for Fractional Billing Period.
For a fractional part of a billing period at the beginning or end
of electric service, at the beginning or end of irrigation pumping service
each year, a fractional billing period under a new rate schedule, and for
fractional periods due to withdrawals of electric services, the demand or
capacity charge and minimum charges shall each be proportionately adjusted
in the ratio that the number of hours that electric service is available to
the Contractor in such fractional billing period bears to the total number
of hours in the billing period involved.
16. Adjustments for Curtailments to Firm Service.
16.1. Billing adjustments will be made if firm electric service
is interrupted or reduced because of conditions on the power system of the
United States for periods of 1 hour or longer in duration each. Billing
adjustments will not be made when such curtailment of electric service is
due to a request by the Contractor or a discontinuance of electric service
by Western pursuant to Article 14 (Nonpayment of Bills In Full When Due).
For purpcses of billing adjustments under this article, the term pc~r
syst~, of the United States shall include transntission facilities used under
contract but not owned by the United States.
16.2. The total number of hours of curtailed firm electric
service in any billing period shall be detennined 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. The ~ .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
curtaihnmnt 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 pc~r syst~n of the United
States, shall be subject to the provisions of this section; Provided, That
withdrawal of power and energy under the contract shall not be considered a
curtailment of electric service.
17. Resale of Firm 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 cus~ of the
Contractor for resale by that utility custemner; Provided, That the
Contractor may sell the electric power and energy supplied under the
contract to its m~nbers on condition that said m~nbers not sell any of said
po~r and energy to any custc~er of the mem~er for resale by that custc~er.
18. Contract Subject to Colorado River Ccmpact.
Where the energy sold under the contract is generated frcm waters
of the Colorado River systsm, 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 Cempact approved by
Section 13(a) of the Boulder Canyon Project Act of Decem~Der 21, 1928, (45
Stat. 1057) and the parties to the contract shall observe and be subject to
and controlled by said Colorado River Ccm~kact in the construction,
managazent, and operation of the dams, reservoirs, and ~lants frc~
which electrical energy is to be furnished by Western to the Contractor
under the contract, and in the storage, diversion, delivery, and use of
water for the generation of electrical energy to be delivered by Western to
the Contractor under the contract.
V. FACIL~ PROVISIC~S.
19. Design Approval.
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 Requir~nents for Interconnection," in effect upon the signing of
the contract document providing for each interconnection, copies of which
are available fr~n the Contracting Officer. At least ninety (90) days,
unless otherwise agreed, prior, to the date the Contractor proposes to
cc~mence construction or to incur an obligation to purchase facilities to be
installed pursuant to the contract, whichever date is the earlier, the
Contractor shall subnit, 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 ccm~ne~ed or obligations to purchase facilities incurred prior
to receipt of approval from Western. Western review and approval of designs
and construction w~rk in no way implies that Western is certifying that the
designs meet the Contractor's n~-~Js.
20. Inspection and Acceptance.
Western shall have the right to inspect the mterials and w~rk
furnished by the Contractor, its agents, ~ployees, and subcontractors
pursuant to the contract. Such inspections shall be at reasonable times at
the w~rksite. Any materials or w~rk that the Contracting Officer determines
is de f ective 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 determined by the Contracting
Officer, after the cc~pletion of construction and installation of facilities
pursuant to the contract, the Contractor shall sutm~t to Western marked
as-built prints of all Western drawings affected by changes made pursuant to
the contract and reproducible drawings the Contractor has prepared showing
facilities of Western. The Contractor's drawings of Western facilities
shall use drawing title blocks, drawing numbers, and shall be prepared in
accordance with drafting standa~ all as approved by the Contracting
Officer. Western may prepare, revise, or cc~plete 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. Equit~ent Ownership Markers.
22.1. The Contractor shall identify all movable equitmrent 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 ~zich are owned by the Contractor, by
permanently affixing thereto suitable markers clearly identifying the
Contractor as the owner of said equitmnent and facilities.
22.2. If requested by the Contractor, Western sba ] 1 identify all
movable equipment and, to the extent agreed upon by the parties, all ~ther
salvageable facilities constructed or installed on the Contractor' s
right-of-way or in the Contractor's substations purs,,ant to the contract
which are c~=d 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 notify Western of any proposed sys~ change
relating to the facilities gcve_-~ed by the contract or allowing third-party
use of the facilities governed by the contract. If Western notifies the
Contractor that said syst~ change will, as solely detenmined by the
Contracting Officer, adversely affect the operation of Western's syst~u the
Contractor shall, at no cost to Western, provide a solution to said adverse
effect acceptable to Western.
24. Changes to Western Control Facilities.
If at any time during the te~m of the contract, the Contracting
Officer detennines that changes or additions to control, relay, or
cc~mmications facilities are necessary to maintain the reliability or
control of Western's transmission system, and said changes or additions are
entirely or partially required because of the Contractor's equi~nt
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 detenuinedby 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 tenuinate 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 keep the Contractor infox~ed 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 satisfactorytoandat 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 arrang~Tents for service which shall be
impl~uented at no cost or expense to Western. The Contractor and Western
shall modify the contract, as necessary, to confomm to the new facilities
arrangements.
10
26. Transmission Rights.
If the contract involves an installation which sectionalizes a
Western transmission line, the Contractor hereby agrees to provide a
transmission path to Western across such sectionalizing facilities at no
cost or expense to Western. Said transmission path shall be at least ec~a],
in ten~s 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 herebyacknowledges that it is aware of the
hazards inherent in high-voltage electric lines and substations, and hereby
assumes full responsibility at all times for the adoption and use of
necessary safety measures required to prevent accidental harm to personnel
engaged in the construction, inspection, testing, operation, maintenance,
replacement, or r~m~val activities of the Contractor pursuant to the
contract. The Contractor and the authorized ~mpl~s, agents, and
subcontractors of the Contractor shall cc~ply with all applicable safety
laws and building and construction codes, including the provisions of
Western's current "Pc~r Systems Safety Manual, .... Construction, Safety, and
Health Standards," and "Power Syst~n Clearance Procedures" in effect upon
the signing of the contract; Except, That, in lieu of the safety program
requ~ herein, the Contractor may provide sufficient infoI~ation to
den~nstrate that the Contractor's safety program is satisfactory to the
United States.
27.2. The Contractor and its authorized ~pl~, 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 w~rk performed by the Contractor under the contract. Prior
to starting any construction, installation, or r~oval w~rk, the Contractor
shall sut]nit a plan of procedure to Western which shall indicate the
sequence and method of performing the work in a safe manner. No work shall
be performed by the Contractor, its ~ployees, agents, or subcontractors
until written authorization to proc~-~cd is obtained frc~ the Contracting
Officer.
27.3. At all times when the Contractor, its ~pl~s, agents,or
subcontractors are perfonning activities of any type pursuant to the
contract, such activities shall be under supervision of a qualified
~pl~, agent, or subcontractor of the Contractor who shall be authorized
to represent the Contractor in all matters pertaining to the activity being
perfonned. The Contractor and Western will k~ep each other info~med of the
names of their designated representatives at the site.
27.4. Upon ccmpletion of its work, the Contractor shall r~m~we
frc~ the vicinity of the right-of-way of the United States all buildings,
rubbish, used materials, concrete fonns, 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 ~mpl~, agents, or
subcontractors fail to ccmply with any provision of this article, or Article
20 (Inspection and Acceptance) herein, the Contracting Officer or an
authorized representative may issue an order to stop all or any part of the
work until such time as the Contractor ckmronstrates ccmpliance with the
provision at issue. The Contractor, its ~z~pl~s, agents, or
subcontractors shall make no claim for ccmpensation or damages resulting
frc~ such work stoppage.
* 28. Authorized Representatives of the Parties.
Each tk3rty 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 prc~ptly by
written notice.
29. Effect of Section Headings.
Section head fngs 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.
30. Operating Guidelines and Procedures.
The parties to the contract may agree upon and put into effect
frc~ time to time, such other written guidelines and procedures as may be
required in order to establish the methods of operation of the power syst~
to be followed in the performance of the contract.
31. Uncontrollable Forces.
Neither party to the contract shall be considered to be in
default in perfozm~unce 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 perfonnance shall be due to an .uncontrollable force. The
tenn "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, earthquake, sto=m, fire, lightning, epidmmic, 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 frcm, any governmental agency or authority, which by ~ise 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 overccme.
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 prompt written notice of such fact to the
other party and shall exercise due diligence to r~m~we such inability with
all reasonable dispatch.
32. Liability.
32.1 The Contractor 'hereby agrees to ~fy and hold harmless
the United States, its ~mployees, agents, or contractors, from any loss or
damage and frc~ any liability on account of personal injury, death, or
property damage, or claims for personal injury, death, or property damage of
any nature whatsoever and ~ by whomsoever made arising out of the
Contractor' s, its ~mpl~s', 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 ~ployees in accordance with the Federal Tort Claims
Act, as amended.
* 33. EnvLronmental Cc~pliance.
Facilities installed under the contract by any tk3rty shall be
constructed, operated, maintained, replaced, and r~m~ved subject to
ccmpliance 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. Cooperation of Contracting Parties.
If, in the operation and maintenance of their respective po~r
systems or electrical equi~nent and the utilization thereof for the purposes
of the contract, it becomes necessary by reason of any ~nergency or
extraordinary condition for either party to request the other to furnish
personnel, materials, tools, and equitmnent for the accc~plishment thereof,
the party so requested shall cooperate with the other and render such
assistance as the party so requested may detennine to be available. The
party making such request, upon receipt of properly itsmized bills frc~ the
other party, shall reimburse the party rendering such assistance for all
costs properly and reasonably incurred by it in such performance, including
administrative and general expenses, such costs to be dete/m~ined on the
basis of current charges or rates used in its own operations by the party
rendering assistance. Issuance and payment of bills for services provided
by Western shall be in accordance with 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 bepreparedwhich shall nonnallybewithin twenty (20) days.
* Revised January 3, 1989.
13
35. Transfer of Interest in Contract by Contractor.
No voluntary transfer of the contract or of the rights of .the
Contractor under the contract shall be made without the written approval of
the Administrator of Western; Provided, That if the Contractor operates a
project financed in whole or in part by the Rural 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 assigr~c 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 assi~ %~re the
original Contractor under the contract; and, Provided further, That the
execution of a mortgag~ or trust ~u~d, or judicial or foreclosure sales made
thereunder, shall not be d~med 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 d~od a waiver 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 Appropriations.
Where activities provided for in the contract extend beyond the
current fiscal year, continued expenditures by the United States are
contingent upon Congress making the necessary appropriations required for
the continued performance of the United States obligations under the
contract. In case such appropriation is not made, the Contractor hereby
releases the United States from its contractual obligations and from all
liability due to the failure of Congress to make such appropriation.
39. Officials Not to Benefit.
No member of or delegate to Congress or Resident ~ssioner
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 ccmpany
for its general benefit.
14
40. Covemant Aqainst Contingent Fees.
The Contractor warrants that no person or selling agency has been
e~ployed or retained to solicit or secure the contract upon an a~nt or
understanding for a ccm~ission, percentage, brokerage, or contingent fee,
excepting bona fide employees or bona fide established cc~mercial or selling
agencies maintained by the Contractor for the purpose of securing business.
For breach or violation of this warranty, Western shall have the right to
annul the contract without liability or in its discretion to deduct frc~ the
contract price or consideration the full amount of such commission,
percentage, brokerage, or contingent fee.
* 41. Contract Work Hours and Safety Standards.
The contract, to the extent that it is of a character specified
in Section 103 of the Contract Work Hours and Safety Standmrds 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 prcmulgated by the Secretary
of Labor pursuant to the Act.
* 42. Ecp3ml Opportunity Employment Practices;
Section 202 of Executive Order No. 11246, 43 Fed. Reg. 46501
(1978), which provides, among other things, that the Contractor will not
discriminate against any employee or applicant for employment because of
race, 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 performing 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