HomeMy WebLinkAboutWestern Area Power Administration 2021-04-04 COU No. 2021-191
Contract 20-SNR-02332
UNITED STATES
DEPARTMENT OF ENERGY
WESTERN AREA POWER ADMINISTRATION
SIERRA NEVADA REGION
CONTRACT FOR ELECTRIC SERVICE
BASE RESOURCE
WITH
CITY OF UKIAH
Contact 0-SNR-02 32
UNITED STATES
DEPARTMENT OF ENERGY
WESTERN AREA POWER ADMINISTRATION
SIERRA NE ADA REGION
CONTRACT FOR ELECTRIC SERVICE
BASE RESOURCE
WITH
CITY OF U IAH
Se93ion Table of Contents Page
1_ Preamble.......................................................... .........,.,..,.,.............................. 1
_ Explanatory Recita is................ ........................................................—....-—...... 1
Agreement........ , ................— .. ...., _ .,....,....,.,.................................._ 3
4, Effective Date and Term of Contract ..............................................................—.- 3
6. Definition of Terms . . ........................................................... . . .... ...... ........ .... 3
. Base Resource Est mates and Availability Forecast..... ...... ....................--- 8
7, Electric Service Fumished by WAP .................................................... ............... 9
8, Deliverer Arrangements....................................................................................... 11
_ Scheduling Procedures, Business Practices and Protocols ............................... 11
10_ Exchange Program............................................................................................. 1
11. Independent System Operator or Regional Transmission Organization............. 14
1 _ WAPA Rates.......—--.--— ........................................................,..................._... 1
1 _ Integrated Resource Plan.... ...........——.,.,........................... ..........._._... 1
14, Adjustment of Base Resource Percentage.................................. . .. . . . ...... . . 16
15. Metering and Power Measurement Responsibilities............... ........................... 17
16. Changes in Organizational Status ................................ ................... ..... ........... 19
17,, Protocols, Business Practices and Procedures.............. ........... .... 20
18, Enforceability.... ............................. --... ..............I,...,,.,..,.,......,...., ................ 21
19, General Power Contract Provisions.............................................................. -. 21
0. Exhibits Made Part of Contract._................................................................_........ 21
21, Execution by Counterparts . .... .... .............................,.........,.............. .. ........ .
22
22. Electronic Signatures....................................................................................... 22
Signature Clause
ResOutionfCe rtificate
General Power Contract Provisions
Exhibit A-- Base Resource Percentage and Point(s) of Delivery
Exhibit B— Exchange Program
Exhibit C — Regulation and Reserves
Exhibit D— Rate Schedule
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I Contract 20-SNR-02332
2
3
4 UNITED STATES
5 DEPARTMENT OF ENERGY
WESTERN AREA POWER ADMINISTRATION
6 SIERRA NEVADA REGION
7 CONTRACT FOR ELECTRIC SERVICE
8 BASE RESOURCE
WITH
9
CITY OF UKIAH
10
11 1. PREAMBLE: This Contract is made this 14th day of April
12 2021 , pursuant to the Acts of Congress approved June 17, 1902, (32 Stat. 388);
13 August 26, 1937, (50 Stat. 844); August 4, 1939, (53 Stat. 1187); and August 4, 1977,
14 (91 Stat. 565); and Acts amendatory or supplementary to the foregoing Acts; between
15 the UNITED STATES OF AMERICA (United States), acting by and through the
16 Administrator, Western Area Power Administration, Department of Energy, hereinafter
17 called WAPA, represented by the officer executing this Contract, or a duly appointed
18 successor, hereinafter called the Contracting Officer; and CITY OF UKIAH, a municipal
19 corporation, organized and existing under the laws of the State of California, hereinafter
20 called the Contractor or Ukiah, its successors and assigns; each sometimes hereinafter
21 individually called the Party, and both sometimes hereinafter collectively called the
22 Parties.
23
24 2, EXPLANATORY RECITALS:
25 2.1 WAPA markets the surplus generation from, and operates a high-voltage
26 transmission system as a part of, the Central Valley Project (CVP).
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Contract 20-SNR-02332 1
1 2.2 WAPA and the U.S. Department of the Interior, Bureau of Reclamation
2 (Reclamation), have agreed to work together to efficiently serve Project Use and
3 Preference Customer loads.
4
5 2.3 On August 15, 2017, WAPA's final 2025 Power Marketing Plan (Marketing
6 Plan) was published in the Federal Register (82 FR 38675). The Marketing Plan
7 sets forth how WAPA's Sierra Nevada Region will market the power generated
8 from the CVP and Washoe Project.
9
10 2.4 The Marketing Plan provides that starting on January 1, 2025, WAPA will
11 provide 98 percent of available CVP power to its existing Customers. Existing
12 Customers will have the right to extend 98 percent of their current Base
13 Resource percentage as provided in the Marketing Plan and under the terms and
14 conditions of this Contract.
15
16 2.5 Ukiah desires to purchase and WAPA is willing to provide a percentage of
17 the Base Resource consistent with the Marketing Plan and the terms and
18 conditions of this Contract.
19
20 2.6 Under the Marketing Plan, WAPA requires that its Customers schedule
21 power in accordance with applicable operating requirements, including those of
22 the balancing authority area operator and WAPA's sub-balancing authority area
23 requirements.
24
25 2.7 WAPA markets power to Federal Preference Customers at the lowest
26 possible rates consistent with sound business principles pursuant to Section 1.1
27 of Delegation Order 00-037.00B.
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Contract 20-SNR-02332 2
1 3. AGREEMENT:
2 The Parties agree to the terms and conditions set forth herein.
3
4 4. EFFECTIVE DATE AND TERM OF CONTRACT:
5 4.1 This Contract shall become effective on the date of execution and shall
6 remain in effect until midnight of December 31, 2054, subject to prior termination
7 as otherwise provided for herein.
8
9 4.2 Ukiah may reduce its Base Resource percentage or terminate this
10 Contract for any reason through June 30, 2024.
11
12 4.3 The date of initial service under this Contract is January 1, 2025.
13
14 5. DEFINITION OF TERMS:
15 As used herein, the following terms whether singular or plural, or used with or without
16 initial capitalization, shall have the following meanings:
17 5.1 "Ancillary Services" means those services that are necessary to support
18 the transmission of capacity and energy from resources to loads while
19 maintaining reliable operation of the transmission system in accordance with
20 Good Utility Practice.
21
22 5.2 "BANG' means the Balancing Authority of Northern California or its
23 successor.
24
25 5.3 "Base Resource" means CVP and Washoe Project power (capacity and
26 energy) output determined by WAPA to be available for Customers, including the
27 Environmental Attributes, only after meeting the requirements of Project Use and
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Contract 20-SNR-02332 3
1 First Preference Customers, and any adjustments for maintenance, reserves,
2 system losses, and certain ancillary services.
3
4 5.4 "Base Resource Operating Capability" means that portion of the Maximum
5 Operating Capability that WAPA determines to be available to Customers in any
6 hour.
7
8 5.5 TAISO" means the California Independent System Operator or its
9 successor.
10
11 5.6 "Capacity" means the electrical capability of a generator, transformer,
12 transmission circuit or other equipment.
13
14 5.7 "Central Valley Project (CVP)" means the multipurpose Federal water
15 development project extending from the Cascade Range in northern California to
16 the plains along the Kern River, south of the City of Bakersfield.
17
18 5.8 "Custom Product" means a combination of products and services which
19 may be made available by WAPA per Customer request.
20
21 5.9 "Customer" means an entity with a contract and receiving electric service
22 from WAPA's Sierra Nevada Region.
23
24 5.10 "Energy" means capacity measured in terms of the work it is capable of
25 doing over a period of time; electric energy is usually measured in kilowatthours
26 or megawatthours.
27 III
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Contract 20-SNR-02332 4
1 5.11 "Environmental Attributes" means any and all credits, benefits, emissions
2 reductions, offsets, and allowances, howsoever entitled, attributable to the Base
3 Resource, and its avoided emission of pollutants.
4
5 5.12 "FERC" means the Federal Energy Regulatory Commission or its
6 successor.
7
8 5.13 "First Preference Customer' means a Preference Customer within a
9 county of origin (Trinity, Calaveras, and Tuolumne) as specified under the Trinity
10 River Division Act (69 Stat. 719) and the New Melones Project provisions of the
11 Flood Control Act of 1962 (76 Stat. 1173, 1191-1192).
12
13 5.14 "Full Load Service Customer' means a Customer that will have its entire
14 load at its delivery point(s) met by WAPA, and its Portfolio Manager functions for
15 those delivery point(s) performed by WAPA.
16
17 5.15 "Marketing Plan" means WAPA's final 2025 Power Marketing Plan for the
18 Sierra Nevada Region.
19
20 5.16 "Maximum Operating Capability" means the maximum electrical capability
21 from CVP generation available to produce energy, capacity and/or provide
22 ancillary services in any one or more hours.
23
24 5.17 "Minimum Base Resource" means the amount of Base Resource energy
25 generated each hour as a result of CVP minimum water releases.
26
27 5.18 "NERC" means the North American Electric Reliability Corporation or its
28 successor.
Contract 20-SNR-02332 5
1 5.19 "Operating Reserves" means the combination of spinning and non-
2 spinning reserves required to meet WECC, NERC, and operating requirements,
3 including those of the balancing authority area or WAPA's sub-balancing
4 authority area.
5
6 5.20 "Portfolio Manager" means an entity responsible for determining balanced
7 hourly load and resource schedules for a Customer.
8
9 5.21 "Power" means capacity and energy.
10
11 5.22 "Preference" means the requirements of Reclamation Law that provide for
12 preference in the sale of Federal power be given to certain entities, such as
13 governments (state, Federal and Native American), municipalities and other
14 public corporations or agencies, and cooperatives and other nonprofit
15 organizations financed in whole or in part by loans made pursuant to the Rural
16 Electrification Act of 1936 (See, e.g., Reclamation Project Act of 1939,
17 Section 9(c), 43 USC 485h(c)).
18
19 5.23 "Primary Marketing Area" means the area generally encompassing
20 northern and central California, extending from the Cascade Range to the
21 Tehachapi Mountains and west-central Nevada.
22
23 5.24 "Project Use" means power as defined by Reclamation Law and/or used to
24 operate CVP and Washoe Project facilities.
25
26 5.25 "Rate" means the monetary charge or the formula for computing such a
27 charge for any electric service provided by WAPA, including but not limited to
28 charges for capacity (or demand), energy, or transmission service; however, it
Contract 20-SNR-02332 6
1 does not include leasing fees, service facility charges, or other types of facility
2 use charges. A Rate will be set forth in a Rate Schedule or in a contract.
3
4 5.26 "Rate Adjustment" means a change in an existing Rate or Rates, or the
5 establishment of a Rate or Rates for a new service. It does not include a change
6 in Rate Schedule provisions or in contract terms, other than changes in the price
7 per unit of service, nor does it include changes in the monetary charge pursuant
8 to a formula stated in a Rate Schedule or a contract.
9
10 5.27 "Rate Adjustment Procedures" means those procedures for Rate
11 Adjustments developed by WAPA, Department of Energy (DOE) or FERC which
12 include DOE Order 00-037.0013, DOE Order RA 6120-2, 10 CFR 903, and
13 18 CFR 300, as may be amended.
14
15 5.28 "Rate Effective Date" means the first date of the billing period to which a
16 Rate Schedule or Rate Schedule extension applies. WAPA will provide notice to
17 the Customers of the Rate Effective Date.
18
19 5.29 "Rate Schedule" means a document identified such as a "Rate Schedule,"
20 "Schedule of Rates," or "Schedule Rate" which designates the Rate or Rates
21 applicable to a class of service specified therein and may contain other terms
22 and conditions relating to the service. On the effective date of this Contract,
23 18 CFR 300.1(b)(6) provides FERC may not approve a WAPA Rate Schedule for
24 a period that exceeds five (5) years. The Rate Schedule shall include the Rate
25 Effective Date and the effective period of the Rate Schedule.
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Contract 20-SNR-02332 7
1 5.30 "Regional Transmission Organization (RTO)" means an organization that
2 meets the minimum characteristics and performs the minimum functions
3 specified in FERC Order 2000, as that order may be amended or superseded.
4
5 5.31 "Regulation" means the service provided by generating units equipped
6 and operating with automatic generation control which will enable such units to
7 respond to direct control signals in an upward or downward direction to match, on
8 a real time basis, demand and resources, consistent with WECC, NERC, and the
9 balancing authority area operator's criteria.
10
11 5.32 "Scheduling Coordinator" means an entity that is responsible for providing
12 hourly load and resource schedules to the balancing authority area operator or
13 WAPA's sub-balancing authority area, in accordance with a FERC-approved tariff
14 or WAPA's procedures and practices.
15
16 5.33 "Variable Resource Customer" means a Customer that is responsible for
17 managing its own energy portfolio.
18
19 5.34 "Washoe Project" means the Federal water project located in the
20 Lahontan Basin in west-central Nevada and east-central California.
21
22 5.35 "WECC" means the Western Electricity Coordinating Council or its
23 successor.
24
25 6. BASE RESOURCE ESTIMATES AND AVAILABILITY FORECAST:
26 6.1 At the beginning of each water year, WAPA will post to WAPA's external
27 website a five-year forecast of Base Resource Operating Capability estimated to
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Contract 20-SNR-02332 8
1 be available, based on high, average, and low hydrological conditions. The
2 forecast will contain the following information:
3 6.1.1 Maximum Operating Capability of the CVP for each month;
4 6.1.2 Energy required for estimated Project Use loads, First Preference
5 Customers' loads, and ancillary service requirements.
6
7 6.2 Each month, WAPA will post to WAPA's external website a monthly Base
8 Resource forecast of Base Resource Operating Capability and energy estimated
9 to be available for each month on a rolling twelve-month basis, based on high,
10 average, and low hydrological conditions. The monthly forecast will contain the
11 following information:
12 6.2.1 Maximum Operating Capability of the CVP for each month;
13 6.2.2 Energy required for estimated Project Use loads, First Preference
14 Customers' loads, and ancillary service requirements.
15
16 6.3 WAPA shall make reasonable efforts, within its control, to ensure the
17 forecasted Base Resource will be available.
18
19 7. ELECTRIC SERVICE FURNISHED BY WAPA:
20 7.1 Ukiah will be entitled to receive a percentage of the Base Resource as set
21 forth in Exhibit A.
22
23 7.2 The estimated amount of energy available to Ukiah shall be determined by
24 multiplying its Base Resource percentage by the total amount of Base Resource
25 energy available during that period.
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Contract 20-SNR-02332 9
1 7.3 The minimum amount of energy Ukiah will be required to schedule for
2 each hour shall be determined by multiplying its Base Resource percentage by
3 the Minimum Base Resource, unless otherwise agreed to by WAPA. However, if
4 Ukiah does not have sufficient load to take its percentage of the Minimum Base
5 Resource, any excess energy shall be made available to WAPA for the
6 Exchange Program as described later in this Contract under Section 10 and
7 Exhibit B.
8
9 7.4 The maximum amount of energy Ukiah may schedule in any hour shall be
10 determined by multiplying its Base Resource percentage by the Base Resource
11 Operating Capability. However, Ukiah may schedule energy in excess of this
12 maximum, if approved by WAPA, to accommodate purchases or exchanges from
13 the Exchange Program.
14
15 7.5 Ukiah will be entitled to the benefit of available regulation and operating
16 reserves from the CVP in proportion to its Base Resource percentage. The
17 method for calculating regulation and operating reserves is set forth in Exhibit C.
18
19 7.6 WAPA's obligation to provide Ukiah's Base Resource is limited to the
20 actual CVP generation available on a real-time basis. WAPA shall have no
21 obligation to replace any Base Resource that is unavailable; for instance, Base
22 Resource that is unavailable due to scheduled maintenance, system
23 emergencies, forced outages, or other constraints. Any costs incurred by either
24 Party as a result of deviations between actual and scheduled Base Resource
25 energy shall be the responsibility of Ukiah. WAPA will notify Ukiah as soon as
26 reasonably practicable of any situation that will impact the availability of the Base
27 Resource, and will modify schedules accordingly, on a pro-rats basis.
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Contract 20-SNR-02332 10
1 7.7 Due to the variable nature of the Base Resource, WAPA may provide a
2 Custom Product upon a Customer's request. Any Custom Product will be the
3 subject of a separate contractual arrangement.
4
5 8. DELIVERY ARRANGEMENTS:
6 8.1 WAPA will make Ukiah's Base Resource available at the generator bus or
7 such other delivery point(s) on the CVP transmission system as the Parties will
8 mutually agree, as specified in Exhibit A. WAPA reserves Network Integration
9 Transmission Service for the delivery of Base Resource on the CVP transmission
10 system under its Open Access Transmission Tariff(GATT). The rates and terms
11 of this service shall be in accordance with WAPA's then-current rate schedule
12 and GATT.
13
14 8.2 If requested by WAPA, Ukiah must provide written notification to WAPA by
15 July 1, 2024, demonstrating that it has arranged for delivery of its Base Resource
16 energy to its load. Such notification shall include both transmission and
17 distribution level arrangements, as applicable. WAPA shall have no obligation to
18 make Base Resource available to Ukiah if delivery arrangements are not in
19 effect. However, Ukiah shall not be relieved of its obligation to pay its
20 percentage share of the Base Resource during the time in which delivery
21 arrangements are not in effect.
22
23 9. SCHEDULING PROCEDURES, BUSINESS PRACTICES AND PROTOCOLS:
24 9.1 All energy furnished by WAPA to Ukiah will be provided on a scheduled
25 basis. Ukiah agrees to abide by the scheduling procedures, business practices
26 and protocols of the applicable balancing authority area or WAPA's sub-
27 balancing authority area, as set forth on WAPA's website. The Parties recognize
28 that the scheduling procedures, business practices and protocols may require
Contract 20-SNR-02332 17
1 modification from time-to-time to reflect updated operating procedures that may
2 become applicable to the Parties. In such event, WAPA will make such changes
3 in accordance with Section 17 of this Contract.
4
5 9.2 Designation of Scheduling Coordinator (SC): If Ukiah is required to have
6 a Scheduling Coordinator; Ukiah shall notify WAPA of its designated Scheduling
7 Coordinator not less than ninety (90) days prior to the date of initial service under
8 this Contract. In the event that Ukiah's Scheduling Coordinator arrangement
9 changes, Ukiah shall notify WAPA in writing, not less than thirty (30) days prior to
10 the change, unless a shorter notification period is agreed to by WAPA.
11
12 9.3 If WAPA is Ukiah's Portfolio Manager, as set forth in a separate
13 Custom Product Contract, all scheduling activities and responsibilities will
14 be performed by WAPA on behalf of Ukiah. At such time as WAPA is no
15 longer Ukiah's Portfolio Manager, then Ukiah will be responsible for performance
16 of its duties under this Section 9.
17
18 9.4 WAPA will provide Customers with the opportunity to comment on
19 WAPA's maintenance and operations plans. WAPA will facilitate Customer
20 meetings with the Bureau of Reclamation regarding cost and operation planning.
21
22 9.5 In the event that Ukiah does not abide by the protocols, business practices
23 and procedures and WAPA incurs costs as a result, Ukiah is responsible for and
24 shall pay such costs.
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Contract 20-SNR-02332 12
1 10. EXCHANGE PROGRAM:
2 10.1 WAPA will establish and manage an Exchange Program to allow all
3 Customers to fully and efficiently use their Base Resource percentage. The
4 Exchange Program is a mechanism to:
5 10.1.1 Make available to WAPA, for provision to other Customers, any
6 Base Resource energy a Customer cannot use on a pre-scheduled basis
7 due to insufficient load; and
8 10.1.2 Help mitigate the costs incurred by a Customer for the power it is
9 obligated to pay for, but may not be able to use.
10
11 10.2 Under the Exchange Program, all Base Resource energy in excess of
12 Ukiah's load will be retained by WAPA and offered by WAPA for sale to other
13 Customers. Ukiah may purchase energy from the Exchange Program. While
14 WAPA's retention of excess Base Resource is mandatory, purchasing from the
15 Exchange Program is voluntary.
16
17 10.3 The Exchange Program procedures are set forth in Exhibit B. WAPA may
18 change the program and procedures of the Exchange Program in accordance
19 with Section 17 of this Contract.
20
21 10.4 WAPA will also offer a seasonal Exchange Program. Under the seasonal
22 Exchange Program, Ukiah may elect to make available to WAPA that portion of
23 its Base Resource percentage that it is unable to use due to insufficient load.
24 Ukiah, through WAPA, will be able to exchange its unusable Base Resource
25 percentage with other Customers. Any Customer may submit a request to
26 WAPA to exchange or purchase energy through the seasonal Exchange
27 Program. Details of a seasonal exchange will be developed with the Customer
28 upon request by that Customer.
Contract 20-SNR-02332 13
1 10.5 Exchanges of the Base Resource between Ukiah and others outside of
2 the WAPA-managed Exchange Programs, or other WAPA-managed programs,
3 are prohibited.
4
5 11. INDEPENDENT SYSTEM OPERATOR OR REGIONAL TRANSMISSION
6 ORGANIZATION:
7 11.1 WAPA is a sub-balancing authority area within BANC. WAPA operates in
8 conformance with its sub-balancing authority area and BANC's balancing
9 authority area protocols, business practices and procedures. In the event of
10 changes to any protocols, business practices and procedures, WAPA may make
11 any changes necessary to this Contract to conform to the operating and
12 scheduling protocols, business practices and procedures in accordance with
13 Section 17 of this Contract.
14
15 11.2 The Parties understand that, in the future, WAPA may also change its
16 operating configuration such as by: (1)joining an independent system operator or
17 RTO or(2) participating in future markets such as energy imbalance markets; or
18 (3) making system configurations to meet future operating requirements. In such
19 an event, if WAPA is required to conform to the protocols, business practices or
20 procedures, WAPA shall make changes to this Contract to conform to the terms
21 and conditions required by such events in accordance with Section 17 of this
22 Contract.
23
24 11.3 In the event that: 1) WAPA incurs costs from the balancing authority area,
25 WAPA's sub-balancing authority area, CAISO, an RTO, or a different balancing
26 authority area for serving Ukiah's load; or 2) Ukiah does not abide by the
27 protocols business practices, or procedures of the balancing authority area, an
28 RTO, or other balancing authority area operator that are applicable to WAPA and
Contract 20-SNR-02332 14
1 WAPA incurs costs as a result, Ukiah agrees to pay all such costs attributable to
2 Ukiah.
3
4 12. WAPA RATES:
5 12.1 The Base Resource will be provided on a take-or-pay basis. Ukiah will be
6 obligated to pay its Base Resource percentage share in accordance with the
7 Rate Schedule attached hereto, whether or not it takes or uses its full Base
8 Resource percentage.
9
10 12.2 Ukiah shall pay for the electric service furnished hereunder in accordance
11 with the Rates, charges, and conditions set forth in the CVP Schedule of Rates
12 applicable to the Base Resource, effective January 1, 2025, or any superseding
13 Rate Schedule.
14
15 12.3 Rates applicable under this Contract shall be subject to change by WAPA
16 in accordance with appropriate Rate Adjustment Procedures. If, at any time,
17 WAPA announces that it has received approval of a Rate Schedule, or extension
18 of an existing Rate Schedule applicable to this Contract, or if a Rate Adjustment
19 Procedure is amended, WAPA will promptly notify Ukiah thereof.
20
21 12.4 Ukiah, by providing written notice to WAPA within ninety (90) days after
22 the Rate Effective Date of a Rate Schedule or Rate Schedule extension
23 applicable to this Contract, may elect to reduce its Base Resource percentage or
24 terminate this Contract. Ukiah shall designate a Base Resource percentage
25 reduction or termination effective date that will be effective on the last day of the
26 billing month not later than two (2) years after the Rate Effective Date. If the
27 termination effective date is after the Rate Effective Date, the new or extended
28 Rates shall apply for service taken by Ukiah until the termination effective date.
Contract 20-SNR-02332 15
1 Once Ukiah provides notice to terminate or reduce its Base Resource
2 percentage, WAPA will begin the process to reallocate the Base Resource to
3 other Preference Customers. Ukiah may not revoke its notice to terminate or
4 reduce its Base Resource unless WAPA provides written consent.
5
6 12.5 Rates shall become effective under this Contract on the Rate Effective
7 Date stated in a Rate notice.
8
9 13. INTEGRATED RESOURCE PLAN:
10 13.1 In accordance with the Energy Policy Act of 1992, Ukiah is required to
11 meet the requirements of WAPA's Energy Planning and Management Program
12 (EPAMP). To fulfill the requirements of EPAMP, Ukiah must develop and submit
13 an integrated resource plan or alternative report, as applicable. Specific EPAMP
14 requirements are set forth in the Federal Register at (64 FR 62604) and may be
15 found on WAPA's website. Failure to comply with WAPA's EPAMP requirements
16 may result in penalties as specified therein. Ukiah understands that WAPA may
17 re-evaluate its EPAMP requirements and change them from time-to-time as
18 appropriate. Such changes will be subject to a public process and publication in
19 the Federal Register.
20
21 13.2 Should the EPAMP requirements be eliminated, Ukiah shall have no
22 responsibilities under Section 13.1.
23
24 14. ADJUSTMENT OF BASE RESOURCE PERCENTAGE:
25 14.1 Prior to the date of initial service, WAPA may adjust Ukiah's Base
26 Resource percentage, as set forth in Exhibit A herein, if WAPA determines that
27 Ukiah's Base Resource percentage is greater than its actual usage, as specified
28 in the Marketing Plan.
Contract 20-SNR-02332 16
1 14.2 After the date of initial service, WAPA may adjust Ukiah's Base Resource
2 percentage under any of the following conditions-
3 14.2.1 Ukiah sells energy associated with its Base Resource percentage
4 to another entity for resale by that entity;
5 14.2.2 Ukiah uses the energy associated with its Base Resource
6 percentage to serve loads outside of the Sierra Nevada Region's Primary
7 Marketing Area;
8 14.2.3 Ukiah's annual energy associated with its Base Resource
9 percentage, is ten percent or more than its actual annual energy usage.
10
11 14.3 If WAPA determines that Ukiah has met any of the conditions in
12 Section 14.2 above, WAPA will take the following steps:
13 14.3.1 Notify Ukiah of the nature of the concern;
14 14.3.2 Analyze Ukiah's usage of the energy associated with its Base
15 Resource percentage and determine if an adjustment is necessary on a
16 case-by-case basis, with due consideration of any circumstance that may
17 have temporarily altered Ukiah's energy usage;
18 14.3.3 If an adjustment is determined to be necessary, provide a 90-day
19 written notice of such adjustment; and
20 14.3.4 Reduce or rescind Ukiah's Base Resource percentage
21 permanently on the effective date specified in the notice.
22
23 15. METERING AND POWER MEASUREMENT RESPONSIBILITIES:
24 Ukiah shall be responsible for electric power metering equipment requirements and
25 power measurement data associated with the use of WAPA power under this Contract
26 as follows:
27 15.1 Unless previously installed and furnished by WAPA, Ukiah shall furnish,
28 install, operate, maintain, and replace, meters and associated metering
Contract 20-SNR-02332 17
1 equipment required for deliveries of WAPA power scheduled to each delivery
2 point on the WAPA grid, the CAISO-controlled grid, a utility distribution company
3 grid, or other electrical system, as may be applicable. Such meters shall comply
4 with the all applicable meter requirements. For instance, meters on:
5 15.1.1 WAPA's system must meet WAPA's meter requirements,
6 15.1.2 CAISO's system must meet CAISO's meter requirements; and/or
7 15.1.3 Pacific Gas and Electric Company's (PG&E) system must meet
8 PG&E's meter requirements.
9
10 15.2 Ukiah shall measure power deliveries and provide certified settlement-
11 quality metering data to WAPA as requested. It is generally contemplated that
12 WAPA will require this data on a monthly basis.
13
14 15.3 If WAPA previously installed and furnished a meter to Ukiah, WAPA shall
15 be allowed unrestricted, unescorted access to its revenue meter equipment.
16 Ukiah shall provide a minimum of three (3) keys or the combination to Ukiah's
17 existing locks. Alternatively, WAPA may provide a WAPA-owned padlock(s).
18 Access shall include all gates and/or doors required to access the metering
19 equipment.
20
21 15.4 Upon request by Ukiah, to evidence receipt of the Environmental
22 Attributes, WAPA shall timely provide meter data or other mutually agreed upon
23 data to Ukiah measuring the amount of CVP energy that is generated and
24 delivered to Ukiah. Upon mutual agreement of Customers, WAPA and
25 Reclamation, such meters shall be modified or replaced to meet appropriate
26 standards or requirements to convey CVP Environmental Attributes to
27 Customers.
28 ///
Contract 20-SNR-02332 18
1 16. CHANGES IN ORGANIZATIONAL STATUS:
2 16.1 If Ukiah changes its organizational status or otherwise changes its
3 obligation to supply electric power to Preference loads, WAPA reserves the right
4 to adjust WAPA's power sales obligations under this Contract or to terminate this
5 Contract, as WAPA deems appropriate. Changes in organizational status
6 include but are not limited to-
7 16.1.1 Merging with another entity;
8 16.1.2 Acquiring or being acquired by another entity;
9 16.1.3 Creating a new entity from an existing one;
10 16.1.4 Joining or withdrawing from a member-based power supply
11 organization; or
12 16.1.5 Adding or losing members from its membership organization.
13
14 16.2 For the purposes of this Section 16, a member is any Preference entity
15 that is included in a membership, which has the responsibility of supplying power
16 to the end-use consumer or Customer. Memberships include but are not limited
17 to:
18 16.2.1 Municipality;
19 16.2.2 Cooperative;
20 16.2.3 Joint powers authority; or
21 16.2.4 Governmental agency.
22
23 16.3 For purposes of this Section 16, participation in a State promulgated direct
24 access program shall not be deemed to be a change in a Customer's
25 organizational status or its obligation to supply electric power to Preference
26 loads.
27 111
28
Contract 20-SNR-02332 19
1 16.4 Prior to making an organizational change, Ukiah may request an opinion
2 from WAPA as to whether Ukiah's proposed organizational change will result in
3 an adjustment of Ukiah's Base Resource percentage or termination under this
4 Section 16. Ukiah shall provide WAPA with all relevant documents and
5 information regarding the proposed organizational change. Based on the
6 documents and information furnished, WAPA will provide Ukiah with an opinion.
7
8 16.5 In addition to the above, if the change in organizational status results in a
9 proposed transfer of the Contract, or any portion thereof, Section 37 of the
10 General Power Contract Provisions (GPCP), "Transfer of Interest in Contract,"
11 generally requires the Customer to obtain prior written approval from WAPA's
12 Administrator. Organizational changes that typically propose transfer of the
13 Contract, or a portion of the Contract, and require prior written approval from
14 WAPA include but are not limited to:
15 16.5.1 Merging with another entity;
16 16.5.2 Acquiring or being acquired by another entity;
17 16.5.3 Joining an entity; and
18 16.5.4 Creating a new entity.
19
20 17. PROTOCOLS, BUSINESS PRACTICES AND PROCEDURES:
21 WAPA reserves the right to make changes to protocols, business practices and
22 procedures, as needed. Prior to making any changes, WAPA will provide notice to
23 Ukiah and provide Ukiah with an opportunity to comment on such changes. WAPA will
24 consider any comments made by Ukiah before making any changes, and shall provide
25 a written response to the comments. After a final decision is made by WAPA, if Ukiah is
26 not satisfied with the decision, Ukiah shall have thirty (30) days from the date of
27 WAPA's final decision to appeal the change to WAPA's Administrator. WAPA will not
28 implement a change that has been appealed until a final decision by the Administrator.
Contract 20-SNR-02332 20
1 Notwithstanding the provisions within this Section 17, Ukiah shall retain its right to
2 pursue other legal remedies available to it.
3
4 18. ENFORCEABILITY:
5 It is not the intent of the Parties that this Contract confer any rights on third parties to
6 enforce the provisions of this Contract except as required by law or express provision in
7 this Contract. Except as provided in this Section 18, this Contract may be enforced, or
8 caused to be enforced, only by WAPA or Ukiah, or their successors or assigns.
9
10 19. GENERAL POWER CONTRACT PROVISIONS:
11 The GPCP, effective September 1, 2007, attached hereto, are hereby made a part of
12 this Contract, the same as if they had been expressly set forth herein; Except
13 Section 11 shall not be applicable to this Contract. In the event of a conflict between
14 the GPCP and the provisions in the body of this Contract, the Contract shall control.
15 The usage of the term "Contractor' in the GPCP shall mean Ukiah. The usage of the
16 term "firm" in Articles 17 and 18 of the GPCP shall be deemed to be replaced with the
17 words "Base Resource."
18
19 20. EXHIBITS MADE PART OF CONTRACT:
20 Exhibit A (Base Resource Percentage and Point(s) of Delivery), Exhibit B (Exchange
21 Program), Exhibit C (Regulation and Reserves), and Exhibit D (Rate Schedule) existing
22 under this Contract may vary during the term hereof. Each of said exhibits shall
23 become a part of this Contract during the term fixed by its provisions. Exhibits A, B, C,
24 and D are attached hereto, and each shall be in force and effect in accordance with its
25 terms until respectively superseded by a subsequent exhibit.
26 111
27 111
28 111
Contract 20-SNR-02332 21
1 21. EXECUTION BY COUNTERPARTS:
2 This Contract may be executed in any number of counterparts and, upon execution and
3 delivery by each Party, the executed and delivered counterparts together shall have the
4 same force and effect as an original instrument as if all Parties had signed the same
5 instrument. Any signature page of this Contract may be detached by any counterpart of
6 the Contract without impairing the legal effect of any signatures thereon, and may be
7 attached to another counterpart of this Contract identical in form hereto, by having
8 attached to it one or more signature pages.
9
10 22. ELECTRONIC SIGNATURES:
11 The Parties agree that this Contract may be executed by handwritten signature or
12 digitally signed using Adobe Sign or Adobe E-Signature. An electronic or digital
13 signature is the same as a handwritten signature and shall be considered valid and
14 acceptable.
15 111
16 111
17 111
18 111
19 111
20 111
21 III
22 111
23 111
24 111
25 111
26 111
27 111
28 III
Contract 20-SNR-02332 22
1 IN WITNESS WHEREOF, the Parties have caused this Contract to be executed the day
2 and year first above written.
3
4 WESTERN AREA POWER ADMINISTRATION
5
6 By:
7 Name: Arun K. Sethi
Title: Vice President of Power Marketing_
8 for Sierra Nevada Region
Address: 114 Parkshore Drive
9 Folsom, CA 95630-4710
10
11
12 CITY OF UKIAH
13
Attest: By: S
14 �, Name: Sage Sanaiacomo
15 By: �Sr Title: City Manager
Name:David Rapport Address: 300 Seminary
16 Title:City attorney Avenue Ukiah, CA 95482
17
18
19
20
21
22
23
24
25
26
27
28
Contract 20-SNR-02332 23
RESOLUTION NO. 2021-17
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH AUTHORIZING THE
EXECUTION OF CONTRACT 20SNR-02332 BETWEEN THE CITY OF UKIAH AND THE
WESTERN AREA POWER ADMINISTRATION
WHEREAS,The City of Ukiah and the Western Area Power Administration are parties to the Base
Resource Contract. Under the Contract, WAPA provides Ukiah a percentage of the Base
Resource; and
WHEREAS, This Contract is scheduled to terminate at midnight on December 31, 2024; and
WHEREAS, Western Area Power Administration published its 2025 Power Marketing Plan
(Marketing Plan) in the Federal Register (82 FR 38675) The Marketing Plan provides existing
customers with 98 percent of their current Base Resource allocation beginning January 1, 2025;
and
WHEREAS,Western has offered to extend 98percent of existing entitlement for 30 years January
1, 2025- December 31, 2054; and
WHEREAS, Ukiah can reduce base resource or terminate contract any time before July 1, 2024;
and
WHEREAS, the City of Ukiah desires to enter into a contract with the Western Power
Administration relative to Base Resource electric service.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ukiah, that the Mayor
is authorized, on behalf of the City of Ukiah, to execute this Contract for Base Resource with the
Western Area Power Administration entitled Contract 20-SNR-02332.
PASSED AND ADOPTED this 71h day of April 2021, by the following roll call vote:
AYES: Councilmembers Crane, Rodin, Duenas, Brown, and Mayor Orozco
NOES: None
ABSENT: None
ABSTAIN: None
ua00�rozco, Mayor
ATTEST:
f . f
Kristine Lawler, City Clerk!
CITY OF UKIAH
Resolution/Certificate
Contract 20-SNR-02332 t
City of Ukiah
Exhibit A to
Contract 20-SNR-02332
EXHIBIT A
(Base Resource Percentage and Point(s) of Delivery)
1. This Exhibit A, to be effective under and as part of Contract 20-SNR-02332
(Contract), shall become effective upon execution of the Contract; and shall remain in
effect until either superseded by another Exhibit A or termination of the Contract.
2. Pursuant to the Marketing Plan, Ukiah's extended Base Resource percentage is
0.33893.
3. Ukiah's Base Resource percentage may be adjusted by WAPA as specified in
the Contract.
4. Ukiah's Base Resource percentage will be adjusted effective January 1, 2040, in
accordance with the Marketing Plan, to establish the 2040 Resource Pool for new
power allocations.
5. The point(s) of delivery on the CVP transmission system for Ukiah's Base
Resource shall be either WAPA's Tracy 230-kV or Tracy 500-kV or Cottonwood 230-kV
Substations, or as requested by Ukiah and approved by WAPA.
6. All power deliveries provided under this Contract shall be adjusted for the
applicable transformation and transmission losses on the 230-kV system. Additional
transformation and/or transmission losses shall be applied to deliveries at other than the
230-kV level.
7. This Exhibit A shall be replaced by WAPA as necessary under the terms and
conditions set forth in the Contract, and a signature is not required by either Parry.
Exhibit A to Contract 20-SNR-02332 Page 1 of 1
City of Ukiah
Exhibit B to
Contract 20-SNR-02332
EXHIBIT B
(Exchange Program)
1, This Exhibit B, to be effective under and as a part of Contract 20-SNR-02332,
(Contract) shall become effective upon execution of the Contract; and, shall remain in
effect until superseded by another Exhibit B or termination of the Contract.
2. Ukiah is in agreement with the procedures set forth herein.
3. If necessary, WAPA retains the right to make subsequent revisions to Exhibit B
after consultation with its Customers. At such time as WAPA promulgates a revision of
this Exhibit B, Ukiah shall have the option of either accepting the new revision to this
Exhibit B or opting out of making purchases from the Exchange Program. If WAPA
does not receive notice from Ukiah opting out of making purchases from the Exchange
Program within 30 days of Ukiah's receipt of a revised Exhibit B, Ukiah may
automatically continue to make purchases from the Exchange Program if already
participating.
4. Exchange Program:
4.1 WAPA has established separate Exchange Program for the Full Load
Service Customer group and the Variable Resource Customer group. A
Customer cannot be in both the Full Load Service Customer group and the
Variable Resource Customer group at the same time.
4.2 The Exchange Program will take place on a pre-scheduled basis.
4.3 Base Resource power in excess of a Customer's load in any hour will be
distributed by WAPA in the applicable Exchange Program group (Full Load
Service or Variable Resource).
4.4 A Customer may choose whether to make purchases from the Exchange
Program for its group. Participation in making purchases from the Exchange
Program requires a Customer to accept Exchange Program power if it has load
in that hour. However, even if a Customer chooses not to participate in making
purchases, if that Customer's Base Resource amount exceeds its load in any
hour, the excess will go into the Exchange Program for that Customer's group for
that hour, for use by participating Customers with load not met by Base Resource
power in that hour. In other words, the retention of Base Resource in excess of a
Customer's load is mandatory, while participation in making purchases from the
Exchange Program is voluntary.
Exhibit B to Contract 20-SNR-02332 Page 1 of 2
City of Ukiah
Exhibit B to
Contract 20-SNR-02332
4.5 If a Customer chooses not to make purchases from the Exchange
Program, a written notice to that effect must be submitted to WAPA by
November 1, 2024. Thereafter, a Customer must submit a written notice to
WAPA at least one (1) month prior to changing its participation status; Except if a
Customer has elected to make purchases from the Exchange Program and
subsequently changes its participation status, the Customer must wait a
minimum of one (1) year to again participate in the Exchange Program.
Participation status will change on the first day of the month following the
required notice period or the minimum one (1) year waiting period.
4.6 A Customer must use its Base Resource power prior to using any other
source to meet its load, unless agreed to by WAPA in writing. A Customer
participating in the Exchange Program must use Exchange Program power prior
to any other source to meet its load, unless agreed to by WAPA in writing.
4.7 Each participating Customer in each group will receive an equal share in
megawatts of that group's Exchange Program power available for that hour, up to
the Customer's unmet load in that hour.
4.8 Any Exchange Program power that is excess to a Customer's unmet load
will go back to the Exchange Program for the group to which the Customer
belongs, for that same hour. This power will be reallocated to participating
Customers in that group on an equal basis until either that group's Exchange
Program has no remaining power in that hour, or no participating Customers in
that group have unmet load in that hour.
4.9 If there is power remaining in the Full Load Service Exchange Program or
the Variable Resource Exchange Program in any hour, and none of the
participating Customers in that group have unmet load in that hour, the remaining
power will go to the other group's Exchange Program for that same hour.
4.10 If, in any hour, no participating Customers have unmet load but there is
power remaining in either group's Exchange Program, that power may be offered
for sale by WAPA unless the amount of power is de minimis.
4.11 Customers' power bills will be adjusted to reflect transactions into and out
of the Exchange Program.
Exhibit 13 to Contract 20-SNR-02332 Page 2 of 2
City of Ukiah
Exhibit C to
Contract 20-SNR-02332
EXHIBIT C
(Regulation and Reserves)
1. This Exhibit C to be effective under and as a part of Contract 20-SNR-02332
(Contract), shall become effective upon execution of the Contract; and, shall remain in
effect until superseded by another Exhibit C or termination of the Contract.
2. Definitions of Terms:
2.1 Contingency Reserve: An additional amount of operating reserves
sufficient to reduce Area Control Error (ACE) to zero in ten minutes following loss
of generating capacity, which would result from the most severe single
contingency. Contingency Reserves will consist of Spinning and Nonspinning
Reserves.
2.2 Frequency Response Reserves: Spinning Reserves which provide the
required Frequency Response needed for the reliable operation of an
interconnection. The energy is provided by the generator's governor's response
to a frequency deviation from scheduled system frequency.
2.3 Nonspinning Reserve: That operating reserve not connected to the
system but capable of serving demand within ten minutes, or interruptible load
that can be removed from the system within ten minutes.
2.4 Spinning Reserve: Unloaded generation which is synchronized and ready
to serve additional demand.
3. WAPA's Disposition of Contingency Reserves and Regulation:
3.1 Contingency Reserves: WAPA will provide all Base Resource schedules
with Contingency Reserves, including Spinning, Nonspinning, and Frequency
Response Reserves. Contingency Reserves will be provided from CVP
generation as available, or procured from other sources as necessary.
3.2 Regulation: WAPA will not provide Regulation with Base Resource
schedules. Any sales of Regulation by WAPA will be credited against the Power
Revenue Requirement.
Exhibit C to Contract 20-SNR-02332 Page 1 of 1
City of Ukiah
Exhibit D to
Contract 20-SNR-02332
EXHIBIT D
(Rate Schedule)
1. This Exhibit D to be effective under and as a part of Contract 20-SNR-02332
(Contract), shall become effective upon execution of the Contract; and, shall remain in
effect until superseded by another Exhibit D or termination of the Contract.
2. The CVP Schedule of Rates for Base Resource and First Preference Power
(CV-F13) begins on page 2 of this Exhibit D.
3. This Exhibit D shall be replaced by WAPA as necessary under the terms and
conditions set forth in the Rate Schedule, and a signature is not required by either
Party.
Exhibit D to Contract 20-SNR-02332 Page 1 of 9
Efreuve Septemberi'2007
WESTERN AREA POWER ADMINISTRATION
GENERAL POWER CONTRACT PROVISIONS paw-
U. APPLICABILITY.
|. Applicmbi1i/y -........____....................................................................................................................... |
Ul DELIVERY OF SERVICE PROVISIONS.
2. C8armuro[Servik-e. ...........................................___........... ---,.., ............................................... |
3. Use oy Capacity or Energy|nGm*em*f Contract ObUgaUan---.-.-...................................................... |
4. C0mimuity*[QCrv\*r......................................................---- ....................... ........................................ 1
J. Multiple Points of Deli very.................................-------- ............................................................. .1
6. Metering.......................................................----------........................................... ......... .............%
7 BnhAenc:*YTransmission Service Contract. 3
S. Conditions of Transmission Service-----------.-------.-----------------.. J
9. ................ .................-- ......--_3
10L Commvwion,{pemtimn.and Maintenance of Contractor's Power System..... ......-- ........... ...... ..... 34
D3.RATM BILLING,AND PAYMENT PROVK8UONS,
l|. Change*J Rates-------..................................................... -.....------------.......................4
11 Minimum Seasonal or Annual Capacity Chmrge ........ .............................................................................4
13` Billing and Payrmnt.......................... .... ...... ------------------------------4-s
14. NoopaymertofIDUls inFoU When Due................. ---------........................... .............................5
15, Adj»*mwnw for Fractional B|Uing Period-------..~~,,,,_ ........................................................ _5
16, Adjwmmenw tor Cunm||mwnwmFu`n Smwim__................. ............. ........ ...........................___..... 5'6
IV, POWER SALES PROVISIONS.
|t Resole mfFiomB|erAdc Serv�ce(Wh*|*vw�*Sales for ...... -------................... .................6
18' 01ww\butiwm Principles____.............................................................-------.....................................6
19\ CwnuxC/ Subj*CLoo Colorado River Compact.................................. ----......------- ...................6
V. FACILITIES PROVISDO4S,
20. DMsignAppomn|...................-- ................... -----------........................ ................................6'7
2LInspection and A=ptmn*e.............................. ............ ----......-.......... ................................. .............7
%%. As-}"AL Drawings............................. - ................... ........- ................ ...................................................7
23- Bqm1pmwnt Owvnemhip Markers....... ............ --------.................................................. ................-.7
24- Thmd-Rany Use wY Facilities..........----.- ...............................................................—'—''-----..7
25- ---'--------'--- ..................
26- MWi1cwiommf We*mm Facilities_........................................... ..............-- ......' ...---'--'-----.8
27, Transmission Rights. ---- .................................... ......... ............. ............—'-------_ ...... .8
28, Connnuc|ion wd Safety Prnvwdup* ................................................. ......-_----'----------------8.4
29, Gmv\vunmwma| CnmPlian*e...................................................... ........----------.............................9
30, Qespmm*ibiULy for Reg*)w*dk4meHm|u................. ---------...... ......................................................9
V1. OTHER PROVISIONS.
31, AuAwr\xed Reprewnialiveswf Lk Parties------- ...................................... ..................
-------�
32. Effect wfSection ......----- ........... .....................................................—'--- |O
33. Operating Guidelines and Procedures...... .................................. ...... -...... ................................. ---.. |0
34, uncontrollable Fbrcts-___---.......................................................................... -------- .......... l0
3S. Liability...................- .........___................................................... ............- ...................-----.- l0
36. Cooperation —''......................... .............................. ......-.........___----_\0-lx
37. Transfer of CrAeremhothe Contract or Change in Prefennc*Slatu ' ...... .....—'---'- ...................... 11
31 Choi=oYLaw and P*m^n.............. ........................................-- ...... .....----------.....' l2
39, Wubwn ---- .................................................-_ ........... ......-----........................ .................. i2
40. MmkeS'-- ........................................ ...- ......'-----_-_'------'-----'----- l1
41. Conti ngent U pun Appropriations and A uthorizadon., - ...................... ..................... ........... ..........''- |2
*2- Covenant/gminwCom ........-'--- ...................................................................... i2
~ 43, Comma Work Hours and Safety Qmndmrds'- ....................... ....................................................... ......- 13
44. Equal Oppmuni ty GmpkoymempnaQd*&S_---. ................................................................... ......... . i3
45. Use of Convicl Labor. ----------~----'---_----_'--_--'------ |3
*Legal CkwtionRevhwed Sc;x*mberi,2007
Effective September I,2007
WESTERN AREA POWER ADMINISTRATION
GENERAL POWER CONTRACT PROVISIONS
I. APPLICABILITY.
1. Applicability.
1.1 These General Power Contract Provisions (Provisions) shall be a part of the contract to
which they are attached. In the event these Provisions differ from requirements of the contract, specific terms
set forth in the contract shall prevail.
1.2 If the Contractor has member utilities which are either directly or indirectly receiving
benefits from the contract, then the Contractor shall require such members to comply with Provisions 10, 17,
18, 19,29,30, 36,43,44,and 45 of these General Power Contract Provisions.
II. DELIVERY OF SERVICE PROVISIONS.
2. Character of Service.
Electric energy supplied or transmitted under the contract will be three-phase, alternating current,
at a nominal frequency of sixty(60)hertz(cycles per second).
3. Use of Capacity or Energy in Excess of Contract Obligation.
The Contractor is not entitled to use Federal power, energy, or capacity in amounts greater than
the Western contract delivery obligation in effect for each type of service provided for in the contract except
with the approval of Western. Unauthorized overruns of contract delivery obligations shall be subject to
charges specified in the contract or the applicable rate schedules. Overruns shall not establish any continuing
right thereto and the Contractor shall cease any overruns when requested by Western, or in the case of
authorized overruns, when the approval expires, whichever occurs first. Nothing in the contract shall obligate
Western to increase any delivery obligation. If additional power, energy, or capacity is not available from
Western, the responsibility for securing additional power, energy, or capacity shall rest wholly with the
Contractor.
4. Continuity of Service.
Electric service will be supplied or transmitted continuously except for: (1)fluctuations,
interruptions, or reductions due to uncontrollable forces, as defined in Provision 34 (Uncontrollable Forces)
herein, (2) fluctuations, interruptions, or reductions due to operation of devices installed for power system
protection; and (3) temporary fluctuations, interruptions, or reductions, which, in the opinion of the party
supplying the service, are necessary or desirable for the purposes of maintenance, repairs, replacements,
installation of equipment, or investigation and inspection. The party supplying service, except in case of
emergency, will give the party to whom service is being provided reasonable advance notice of such
temporary interruptions or reductions and will remove the cause thereof with diligence.
I
Effective September 1,2007
5. Multiple Points of Delivery.
When electric service is supplied at or transmitted to two or more points of delivery under the same
rate schedule, said rate schedule shall apply separately to the service supplied at or transmitted to each point of
delivery; Provided,That where the meter readings are considered separately, and during abnormal conditions, the
Contractor's system is interconnected between points of delivery such that duplication of metered power is
possible, the meter readings at each affected point of delivery will be adjusted to compensate for duplication of
power demand recorded by meters at alternate points of delivery due to abnormal conditions which are beyond the
Contractor's control or temporary conditions caused by scheduled outages.
6. Meterine.
&I The total electric power and energy supplied or transmitted under the contract will be
measured by metering equipment to be furnished and maintained by Western, a designated representative of
Western, or where situations deem it appropriate as determined by Western, by the Contractor or its agent(s). In
the event metering equipment is furnished and maintained by the Contractor or its agent(s) and the equipment is
used for billing and other accounting purposes by Western,the Contractor shall ensure that the metering equipment
complies with applicable metering policies established by Western.
6.2 Meters shall be secured by appropriate security measures and meters shall not be accessed
except when the meters are to be inspected, tested, adjusted, or repaired. Representatives of affected parties shall
be afforded reasonable opportunity to be present upon such occasions. Metering equipment shall be inspected and
tested each year by the party responsible for meter maintenance, unless a different test interval is determined in
accordance with good utility practices by an applicable regional metering policy, or as agreed upon by the parties.
Meters shall also be tested at any reasonable time upon request by a party hereto, or by an affected supplemental
power supplier, transmission agent, or control area operator. Any metering equipment found to be damaged,
defective,or inaccurate shall be repaired and readjusted or replaced by the party responsible for meter maintenance
as soon as practicable. Meters found with security breaches shall he tested for tampering and, if appropriate, meter
readings shall be adjusted by Western pursuant to Provision 6.3 below.
6.3 Except as otherwise provided in Provision 6.4 hereof, should any meter that is used by
Western for billing or other accounting purposes fail to register accurately, the electric power and energy supplied
or transmitted during the period of failure to register accurately, shall, for billing purposes, be estimated by
Western from the best available information.
6.4 If inspections and tests of a meter used by Western for billing or other accounting purposes
disclose an error exceeding 2 percent, or a lesser range in error as agreed upon by the parties, then a correction
based upon the inaccuracy found shall be made to the service records for the period of inaccuracy as determined by
Western. If the period of inaccuracy cannot be determined,the inaccuracy shall be assumed to have existed during
the entire monthly billing period immediately preceding the billing period in which the inspection or test was made
and the resulting correction shall be made accordingly.
6.5 Any correction in billing or other accounting information that results from a correction in
meter records shall be made in a subsequent monthly bill rendered by Western to the Contractor. Payment of such
bill shall constitute full adjustment of any claim between the parties arising out of inaccurate metering equipment.
2
Effective September 1,2007
7. Existence of Transmission Service Contract.
If the contract provides for Western to furnish services using the facilities of a third party, the
obligation of Western shall be subject to and contingent upon the existence of a transmission service contract
granting Western rights to use such facilities. If Western acquires or constructs facilities which would enable it to
furnish direct service to the Contractor,Western,at its option,may furnish service over its own facilities.
8. Conditions of Transmission Service.
8.1 When the electric service under the contract is furnished by Western over the facilities of
others by virtue of a transmission service arrangement, the power and energy will be furnished at the voltage
available and under the conditions which exist from time to time on the transmission system over which the
service is supplied.
8.2 Unless otherwise provided in the contract or applicable rate schedule, the Contractor shall
maintain a power factor at each point of delivery from Western's transmission agent as required by the
transmission agent.
8.3 Western will endeavor to inform the Contractor from time to time of any changes planned or
proposed on the system over which the service is supplied, but the costs of any changes made necessary in the
Contractor's system, because of changes or conditions on the system over which the service is supplied, shall not
be a charge against or a liability of Western.
8.4 If the Contractor, because of changes or conditions on the system over which service under
the contract is supplied,is required to make changes on its system at its own expense in order to continue receiving
service under the contract, then the Contractor may terminate service under the contract upon not less than sixty
(60)days written notice given to Western prior to making such changes,but not thereafter.
8.5 If Western notifies the Contractor that electric service provided for under the contract cannot
be delivered to the Contractor because of an insufficiency of capacity available to Western in the facilities of
others over which service under the contract is supplied, then the Contractor may terminate service under the
contract upon not less than sixty (60)days written notice given to Western prior to the date on which said capacity
ceases to be available to Western,but not thereafter.
9. Multiple Points of Delivery Involving Direct and Indirect Deliveries.
When Western has provided line and substation capacity under the contract for the purpose of
delivering electric service directly to the Contractor at specified direct points of delivery and also has agreed to
absorb transmission service allowance or discounts for deliveries of energy over other system(s) to indirect points
of delivery and the Contractor shifts any of its load served under the contract from direct delivery to indirect
delivery, Western will not absorb the transmission service costs on such shifted load until the unused capacity, as
determined solely by Western, 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 Western, will not interfere
with the operation of the system of Western or its transmission agents over which electric services are furnished to
the Contractor under the contract, and in a manner which will coordinate with the protective relaying and other
protective arrangements of the system(s) of Western or Western's transmission agents. Western may reduce or
3
Effective September 1,2007
discontinue furnishing services to the Contractor if,after notice by Western,the Contractor fails or refuses to make
such changes as may be necessary to eliminate an unsatisfactory condition on the Contractor's power system
which is determined by Western to interfere significantly under current or probable conditions with any service
supplied from the power system of Western or from the power system of a transmission agent of Western. Such a
reduction or discontinuance of service will not relieve the Contractor of liability for any minimum charges
provided for in the contract during the time said services are reduced or discontinued. Nothing in this Provision
shall be construed to render Western liable in any manner for any claims, demands, costs, losses,causes of action,
damages, or liability of any kind or nature arising out of or resulting from the construction, operation, or
maintenance of the Contractor's power system.
III. RATES,BILLING,AND PAYMENT PROVISIONS.
11. Change of Rates.
Rates applicable under the contract shall be subject to change by Western in accordance with
appropriate rate adjustment procedures. If at any time the United States promulgates a rate changing a rate then in
effect under the contract, it will promptly notify the Contractor thereof. Rates shall become effective as to the
contract as of the effective date of such rate. The Contractor, by written notice to Western within ninety (90)days
after the effective date of a rate change, may elect to terminate the service billed by Western under the new rate.
Said termination shall be effective on the last day of the billing period requested by the Contractor not later than
two(2)years after the effective date of the new rate. Service provided by Western shall be paid for at the new rate
regardless of whether the Contractor exercises the option to terminate service.
12. Minimum Seasonal or Annual Capacity Charge.
When the rate in effect under the contract provides for a minimum seasonal or annual capacity
charge, a statement of the minimum capacity charge due, if any, shall be included in the bill rendered for service
for the last billing period of the service season or contract year as appropriate, adjusted for increases or decreases
in the contract rate of delivery and for the number of billing periods during the year or season in which service is
not provided. Where multiple points of delivery are involved and the contract rate of delivery is stated to be a
maximum aggregate rate of delivery for all points, in determining the minimum seasonal or annual capacity charge
due, if any,the monthly capacity charges at the individual points of delivery shall be added together.
13. Billingand nd Payment.
13.1 Western will normally issue bills to the Contractor for services furnished during the
preceding month within ten(10)days after the end of the billing period.
13.2 If Western is unable to issue timely monthly bill(s), Western may elect to render estimated
bill(s). Such estimated bill(s) shall be subject to the same payment provisions as final bill(s), and any applicable
adjustments will be shown on a subsequent monthly bill.
13.3 Payments of bills issued by Western are due and payable by the Contractor before the close
of business on the twentieth (20th) calendar day after the date of issuance of each bill or the next business day
thereafter if said day is a Saturday, Sunday, or Federal holiday. Bills shall be considered paid when payment is
received by Western. Bills will be paid electronically or via the Automated Clearing House method of payment
unless a written request to make payments by mail is submitted by the Contractor and approved by Western.
Should Western agree to accept payments by mail, these payments will be accepted as timely and without
assessment of the charge provided for in Provision 14(Nonpayment of Bills in Full When Due) if a United States
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Effective September 1,2007
Post Office first class mail postmark indicates the payment was mailed at least three (3) calendar days before the
due date.
13.4 The parties agree that net billing procedures will be used for payments due Western by the
Contractor and for payments due the Contractor by Western for the sale or exchange of electric power and energy,
use of transmission facilities, operation and maintenance of electric facilities, and other services. Payments due
one party in any month shall be offset against payments due the other party in such month, and the resulting net
balance shall be paid to the party in whose favor such balance exists. The parties shall exchange such reports and
information that either party requires for billing purposes. Net billing shall not be used for any amounts due which
are in dispute.
14. Nonpayment of Bills in Full When Due.
14.1 Bills not paid in full by the Contractor by the due date specified in Provision 13 (Billing and
Payment) hereof shall bear a charge of five hundredths percent (0.05%) of the principal sum unpaid for each day
payment is delinquent, to be added until the amount due is paid in full. Western will also assess a fee of twenty
five dollars($25.00) for processing a late payment. Payments received will first be applied to the charges for late
payment assessed on the principal and then to payment of the principal.
14.2 Westem shall have the right, upon not less than fifteen (15) days advance written notice, to
discontinue fumishing the services specified in the contract for nonpayment of bills in full when due, and to refuse
to resume such services so long as any part of the amount due remains unpaid. Such a discontinuance of service
will not relieve the Contractor of liability for minimum charges during the time service is so discontinued. The
rights reserved to Western herein shall be in addition to all other remedies available to Western either by law or in
equity, for the breach of any of the terms hereof.
15. Adjustments for Fractional Billing Period.
The demand or capacity charge and minimum charges shall each be proportionately adjusted when
fractional billing periods are applicable under this contract. A fractional billing period can occur: 1) at the
beginning or end of electric service; 2) at the beginning or end of irrigation pumping service each year; 3) for a
fractional billing period under a new rate schedule; or 4) for fractional periods due to withdrawals of electric
services. The adjustment will be made based on the ratio of the number of hours that electric service is available
to the Contractor in such fractional billing period, to the total number of hours in the billing period involved.
Energy billing shall not be affected by fractional billing periods.
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 one(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 Provision 14 (Nonpayment of Bills In Full When Due).
For purposes of billing adjustments under this Provision, the term power system of the United States shall include
transmission facilities used under contract but not owned by the United States.
16.2 The total number of hours of curtailed firm electric service in any billing period shall be
determined by adding: (1)the sum of the number of hours of interrupted electric service to(2)the product,of each
reduction, of: the number of hours reduced electric service and the percentage by which electric service was
reduced below the delivery obligation of Western at the time of each said reduction of electric service. The
demand or capacity charge and applicable minimum charges shall each be proportionately adjusted in the ratio that
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Effective September 1,2007
the total number of hours of electric service determined to have been curtailed bears to the total number of hours in
the billing period involved.
16.3 The Contractor shall make written claim within thirty (30) days after receiving the monthly
bill, for adjustment on account of any curtailment of firm electric service, for periods of one (1) hour or longer in
duration each,alleged to have occurred that is not reflected in said bill. Failure to make such written claim,within
said thirty-day (30-day) period, shall constitute a waiver of said claim. All curtailments of electric service, which
are due to conditions on the power system of the United States, shall be subject to the terms of this Provision;
Provided,That withdrawal of power and energy under the contract shall not be considered a curtailment of electric
service.
IV. POWER SALES PROVISIONS.
17. Resale_of Firm Electric Service(Wholesale Sales for Resale).
The Contractor shall not sell any firm electric power or energy supplied under the contract to any
electric utility customer of the Contractor for resale by that utility customer; Provided, That the Contractor may
sell the electric power and energy supplied under the contract to its members on condition that said members not
sell any of said power and energy to any customer of the member for resale by that customer.
18. Distribution Principles.
The Contractor agrees that the benefits of firm electric power or energy supplied under the contract
shall be made available to its consumers at rates that are established at the lowest possible level consistent with
sound business principles, and that these rates will be established in an open and public manner. The Contractor
further agrees that it will identify the costs of firm electric power or energy supplied under the contract and power
from other sources to its consumers upon request. The Contractor will demonstrate compliance with the
requirements of this Provision to Western upon request.
19. Contract Sub'ect to Colorado River Compact.
Where the energy sold under the contract is generated from waters of the Colorado River system,the
contract is made upon the express condition and with the express covenant that all rights under the contract shall
be subject to and controlled by the Colorado River Compact approved by Section 13 (a) of the Boulder Canyon
Project Act of December 21, 1928, 43 U.S.C. §§ 617a-e, and the parties to the contract shall observe and be
subject to and controlled by said Colorado River Compact in the construction, management, and operation of the
dams, reservoirs, and powerplants from 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. FACILITIES PROVISIONS.
20. Design AVproval.
All facilities, construction, and installation by the Contractor pursuant to the contract shall be subject
to the approval of Western. Facilities interconnections shall normally conform to Western's current "General
Requirements for Interconnection," in effect upon the signing of the contract document providing for each
interconnection, copies of which are available from Western. At least ninety (90) days, unless otherwise agreed,
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Effective September 1,2007
prior to the date the Contractor proposes to commence construction or to incur an obligation to purchase facilities
to be installed pursuant to the contract, whichever date is the earlier, the Contractor shall submit, for the approval
of Western, detailed designs, drawings, and specifications of the facilities the Contractor proposes to purchase,
construct, and install. The Contractor assumes all risks for construction commenced or obligations to purchase
facilities incurred prior to receipt of approval from Western. Western review and approval of designs and
construction work in no way implies that Western is certifying that the designs meet the Contractor's needs.
21. Inspection and Acceptance.
Western shall have the right to inspect the materials and work furnished by the Contractor, its agents,
employees, and subcontractors pursuant to the contract. Such inspections shall be at reasonable times at the work
site. Any materials or work that Western determines is defective or not in accordance with designs,drawings, and
specifications, as approved by Western, shall be replaced or modified, as directed by Western, at the sole expense
of the Contractor before the new facilities are energized.
22. As-Built Drawinss.
Within a reasonable time, as determined by Western, after the completion of construction and
installation of facilities pursuant to the contract, the Contractor shall submit to Western marked as-built prints of
all Western drawings affected by changes made pursuant to the contract and reproducible drawings the Contractor
has prepared showing facilities of Western. The Contractor's drawings of Western facilities shall use drawing title
blocks,drawing numbers, and shall be prepared in accordance with drafting standards all as approved by Western.
Western may prepare, revise, or complete said drawings and bill the Contractor if the Contractor fails to provide
such drawings to Western within a reasonable time as determined by Western.
23. Equipment_Ownership Markers.
23.1 The Contractor shall identify all movable equipment and, to the extent agreed upon by the
parties, all other salvageable facilities constructed or installed on the United States right-of-way or in Western
substations pursuant to the contract which are owned by the Contractor, by permanently affixing thereto suitable
markers clearly identifying the Contractor as the owner of said equipment and facilities.
23.2 If requested by the Contractor, Western shall identify all movable equipment and, to the
extent agreed upon by the parties, all other salvageable facilities constructed or installed on the Contractor's
right-of-way or in the Contractor's substations pursuant to the contract which are owned by the United States, by
permanently affixing thereto suitable markers clearly identifying the United States as the owner of said equipment
and facilities.
24. Third-Party Use of Facilities.
The Contractor shall notify Western of any proposed system change relating to the facilities governed
by the contract or allowing third-party use of the facilities governed by the contract. If Western notifies the
Contractor that said system change will, as solely determined by Western, adversely affect the operation of
Western's system the Contractor shall,at no cost to Western, provide a solution to said adverse effect acceptable to
Western.
25. Changes to Western Control Facilities.
If at any time during the term of the contract,Western determines that changes or additions to control,
relay, or communications facilities are necessary to maintain the reliability or control of Western's transmission
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Effective September 1,2007
system, and said changes or additions are entirely or partially required because of the Contractor's equipment
installed under the contract, such changes or additions shall, after consultation with the Contractor, be made by
Western with all costs or a proportionate share of all costs, as determined by Western, to the be paid by the
Contractor. Western shall notify the Contractor in writing of the necessary changes or additions and the estimated
costs to be paid by the Contractor. If the Contractor fails to pay its share of said estimated costs, Western shall
have the right, after giving sixty (60) days' written notice to the Contractor, to terminate the applicable facility
installation provisions to the contract and require the removal of the Contractor's facilities.
26. Modification of Western Facilities.
Western reserves the right, at any time, to modify its facilities. Western shall keep the Contractor
informed of all planned modifications to Western facilities which impact the facilities installation pursuant to the
contract. Western shall permit the Contractor to change or modify its facilities, in a manner satisfactory to and at
no cost or expense to Western, to retain the facilities interconnection pursuant to the contract. At the Contractor's
option, Western shall cooperate with the Contractor in planning alternate arrangements for service which shall be
implemented at no cost or expense to Western. The Contractor and Western shall modify the contract, as
necessary,to conform to the new facilities arrangements.
27. Transmission Rights.
If the contract involves an installation which sectionalizes a Western transmission line,the Contractor
hereby agrees to provide a transmission path to Western across such sectionalizing facilities at no cost or expense
to Western. Said transmission path shall be at least equal, in terms of capacity and reliability, to the path in the
Western transmission line prior to the installation pursuant to the contract.
28. Construction and Safety Procedures.
28.1 The Contractor hereby acknowledges that it is aware of the hazards inherent in high-voltage
electric lines and substations, and hereby assumes full responsibility at all times for the adoption and use of
necessary safety measures required to prevent accidental harm to personnel engaged in the construction,
inspection, testing, operation, maintenance, replacement, or removal activities of the Contractor pursuant to the
contract. The Contractor and the authorized employees, agents, and subcontractors of the Contractor shall comply
with all applicable safety laws and building and construction codes, including the provisions of Chapter 1 of the
Power System Operations Manual, entitled Power System Switching Procedure, and the Occupational Safety and
Health Administration regulations,Title 29 C.F.R. §§ 1910 and 1926,as amended or supplemented. In addition to
the safety program required herein, upon request of the United States, the Contractor shall provide sufficient
information to demonstrate that the Contractor's safety program is satisfactory to the United States.
28.2 The Contractor and its authorized employees, agents, and subcontractors shall familiarize
themselves with the location and character of all the transmission facilities of Western and interconnections of
others relating to the work performed by the Contractor under the contract. Prior to starting any construction,
installation, or removal work, the Contractor shall submit a plan of procedure to Western which shall indicate the
sequence and method of performing the work in a safe manner. No work shall be performed by the Contractor,its
employees,agents,or subcontractors until written authorization to proceed is obtained from Western.
28.3 At all times when the Contractor, its employees, agents, or subcontractors are performing
activities of any type pursuant to the contract, such activities shall be under supervision of a qualified employee,
agent, or subcontractor of the Contractor who shall be authorized to represent the Contractor in all matters
pertaining to the activity being performed. The Contractor and Western will keep each other informed of the
names of their designated representatives at the site.
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Effective September 1,2007
28.4 Upon completion of its work, the Contractor shall remove from the vicinity of the right-of-
way of the United States all buildings,rubbish,used materials,concrete forms,and other like material belonging to
the Contractor or used under the Contractor's direction, and in the event of failure to do so the same may be
removed by Western at the expense of the Contractor.
28.5 In the event the Contractor, its employees, agents, or subcontractors fail to comply with any
requirement of this Provision, or Provision 21 (Inspection and Acceptance) herein, Western or an authorized
representative may issue an order to stop all or any part of the work until such time as the Contractor demonstrates
compliance with the provision at issue. The Contractor, its employees, agents, or subcontractors shall make no
claim for compensation or damages resulting from such work stoppage.
29. Environmental Compliance.
Facilities installed under the contract by any party shall be constructed, operated, maintained,
replaced, transported, and removed subject to compliance with all applicable laws, including but not limited to the
National Historic Preservation Act of 1966, 16 U.S.C. §§ 470x-6, the National Environmental Policy Act of 1969,
42 U.S.C. §§ 4321-4347, the Endangered Species Act of 1973, 16 U.S.C. §§ 1531-1544, and the Archaeological
Resources Protection Act of 1979, 16 U.S.C. §§ 470aa-470mm, and the regulations and executive orders
implementing these laws, as they may be amended or supplemented, as well as any other existing or subsequent
applicable laws,regulations,and executive orders.
30. Responsibility for Regulated Materials.
When either party owns equipment containing regulated material located on the other party's
substation, switchyard, right-of-way, or other property, the equipment owner shall be responsible for all activities
related to regulated materials in such equipment that are necessary to meet the requirements of the Toxic
Substances Control Act, 15 U.S.C. §§ 2601-2692, the Resource Conservation and Recovery Act, 42 U.S.C. §§
6901-6992k, the Comprehensive Environmental Response,Compensation, and Liability Act of 1980,42 U.S.C. §§
9601-9675,the Oil Pollution Act of 1990, 33 U.S.C. §§ 2702-2761,the Clean Water Act,33 U.S.C. §§ 1251-1387,
the Safe Drinking Water Act,42 U.S.C. §§ 300f-j26, and the regulations and executive orders implementing these
laws, as they may be amended or supplemented, and any other existing or subsequent applicable laws,regulations,
and executive orders. Each party shall label its equipment containing regulated material in accordance with
appropriate laws and regulations. If the party owning the equipment does not perform activities required under
appropriate laws and regulations within the time frame specified therein, the other party may perform or cause to
be performed the required activities after notice to and at the sole expense of the party owning the equipment.
V1. OTHER PROVISIONS.
31. Authorized Representatives of the Parties;
Each party to the contract, by written notice to the other, shall designate the representative(s) who is
(are) authorized to act in its behalf with respect to those matters contained in the contract which are the functions
and responsibilities of the authorized representatives of the parties. Each party may change the designation of its
authorized representative(s)upon oral notice given to the other,confirmed promptly by written notice.
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Effective September I,2007
32. Effect_of Section Headings.
Section headings or Provision titles appearing in the contract or these General Power Contract
Provisions are inserted for convenience only and shall not be construed as interpretations of text.
33. Operating Guidelines and Procedures.
The parties to the contract may agree upon and put into effect from time to time, such other written
guidelines and procedures as may be required in order to establish the methods of operation of the power system to
be followed in the performance of the contract.
34. Uncontrollable Forces.
Neither party to the contract shall be considered to be in default in performance of any of its
obligations under the contract, except to make payment as specified in Provision 13 (Billing and Payment) herein,
when a failure of performance shall be due to an uncontrollable force. The term"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, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor
dispute, labor or material shortage, sabotage, restraint by court order or public authority and action or nonaction
by, or failure to obtain the necessary authorizations or approvals from, any governmental agency or authority,
which by exercise of due diligence such party could not reasonably have been expected to avoid and which by
exercise of due diligence it shall be unable to overcome. Nothing contained herein shall be construed to require a
party to settle any strike or labor dispute in which it may be involved. Either party rendered unable to fulfill any of
its obligations under the contract by reason of an uncontrollable force shall give prompt written notice of such fact
to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch.
35. Liability.
35.1 The Contractor hereby agrees to indemnify and hold harmless the United States, its
employees, agents, or contractors from any loss or damage and from 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 Contractors', its employees', agents', or subcontractors' construction,
operation,maintenance, or replacement activities under the contract.
35.2 The United States is liable only for negligence on the part of its officers and employees in
accordance with the Federal Tort Claims Act, 28 U.S.C. §§ 1346(b), 1346(c), 2401(b), 2402, 2671, 2672, 2674-
2680, as amended or supplemented.
36. Cooperation of Contracting Parties.
If, in the operation and maintenance of their respective power systems or electrical equipment and the
utilization thereof for the purposes of the contract, it becomes necessary by reason of any emergency or
extraordinary condition for either 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 administrative and general expenses, such costs to be
determined on the basis of current charges or rates used in its own operations by the party rendering assistance.
Issuance and payment of bills for services provided by Western shall be in accordance with Provisions 13 (Billing
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Effective September 1,2007
and Payment) and 14 (Nonpayment of Bills in Full When Due) herein. Western shall pay bills issued by the
Contractor for services provided as soon as the necessary vouchers can be prepared which shall normally be within
twenty(20)days.
37. Transfer of Interest in Contract or Change in Preference Status.
37.1 No voluntary transfer of the contract or of the rights of the Contractor under the contract shall
be made without the prior written approval of the Administrator of Western. Any voluntary transfer of the contract
or of the rights of the Contractor under the contract made without the prior written approval of the Administrator
of Western may result in the termination of the contract; Provided, That the written approval of the Administrator
shall not be unreasonably withheld;Provided further,That if the Contractor operates a project financed in whole or
in part by the Rural Utilities Service, the Contractor may transfer or assign its interest in the contract to the Rural
Utilities Service or any other department or agency of the Federal Government without such prior 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 the
contract to the same extent as though such successor or assignee were the original Contractor under the contract;
and, Provided further, That the execution of a mortgage or trust deed, or judicial or foreclosure sales made
thereunder,shall not be deemed voluntary transfers within the meaning of this Provision.
37.2 The Contractor shall maintain its status as an entity eligible for preference in Western's sale
of Federal power pursuant to Reclamation law, as amended and supplemented.
37.3 Western shall give the Contractor written notice of Western's proposed determination that the
Contractor has violated Provision 37.1 and Western's proposed action in response to the violation.
37.4 The Contractor shall have 120 days after receipt of Western's notice provided under
Provision 37.3 to submit a written response to Western. The Contractor may also make an oral presentation to the
Administrator during this 120-day period.
37.5 At any time during this process, the Contractor and Western may agree upon corrective
action to resolve Western's proposed determination that the Contractor is in violation of Provision 37.1.
37.6 Within 30 days of receipt of the Contractor's written response provided under Provision 37.4,
Western will notify the Contractor in writing of its final decision. The Administrator's written notice will include
the intended action, the effective date thereof, and the reasons for taking the intended action. Implementation of
the Administrator's action shall take place no earlier than 60 days from the Contractor's receipt of such notice.
37.7 Any successor to Western shall be subject to all the provisions and conditions of the contract
to the same extent as though such successor were an original signatory to the contract.
37.$ Nothing in this Provision shall preclude any right to judicial review available to the
Contractor under Federal law.
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Effective September 1,2007
38. Choice of Law and Forum.
Federal law shall control the obligations and procedures established by this contract and the
performance and enforcement thereof. The forum for litigation arising from this contract shall exclusively be
a Federal court of the United States,unless the parties agree to pursue alternative dispute resolution.
39. Waivers.
Any waivers at any time by either party to the contract of its rights with respect to a default or any
other matter arising under or in connection with the contract shall not be deemed a waiver with respect to any
subsequent default or matter.
40. Notices.
Any notice, demand, or request specifically required by the contract or these Provisions to be in
writing shall be considered properly given when delivered in person or sent by postage prepaid registered or
certified mail, commercial delivery service, facsimile, electronic, prepaid telegram, or by other means with prior
agreement of the parties, 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. Where facsimile or
electronic means are utilized for any communication covered by this Provision, the sending party shall keep a
contemporaneous record of such communications and shall verify receipt by the other party.
41. Contingent Upon Appropriations and Authorization.
41.1 Where activities provided for in the contract extend beyond the current fiscal year, continued
expenditures by the United States are contingent upon Congress making the necessary appropriations required for
the continued performance of the United States' obligations under the contract. In case such appropriation is not
made,the Contractor hereby releases the United States from its contractual obligations and from all liability due to
the failure of Congress to make such appropriation.
41.2 In order to receive and expend funds advanced from the Contractor necessary for the
continued performance of the obligations of the United States under the contract, additional authorization may be
required. In case such authorization is not received, the Contractor hereby releases the United States from those
contractual obligations and from all liability due to the lack of such authorization.
42. Covenant Against Contin ent Fees.
The Contractor warrants that no person or selling agency has been employed or retained to solicit or
secure the contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent
fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the
Contractor for the purpose of securing business. For breach or violation of this warranty, Western shall have the
right to annul the contract without liability or in its discretion to deduct from the contract price or consideration the
full amount of such commission,percentage,brokerage, or contingent fee.
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Effective September 1,2007
43. Contract Work Hours and Safety Standards.
The contract, to the extent that it is of a character specified in Section 103 of the Contract Work
Hours and Safety Standards Act(Act),40 U.S.C. § 3701, as amended or supplemented, is subject to the provisions
of the Act,40 U.S.C. §§ 370t-3708,as amended or supplemented, and to regulations promulgated by the Secretary
of Labor pursuant to the Act.
44. FQuuTal Opportunity Employment Practices.
Section 202 of Executive Order No. 11246, 30 Fed. Reg. 12319 (1965). as amended by Executive
Order No. 12086, 43 Fed. Reg. 46501 (1978), as amended or supplemented, 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 herein by reference the same as if the specific language had been
written into the contract, except that Indian Tribes and tribal organizations may apply Indian preference to the
extent permitted by Federal law.
45. 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. § 3622(c), as amended or supplemented, and Executive Order No.
11755, 39 Fed. Reg.779(1973),as amended or supplemented.
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