HomeMy WebLinkAboutReso 92-238 - Approve entering into Contract No 92-SAO-18001 with the US Dept of Energy, Acting by and through the WAPA to provide compensation to WAPA for foregone Central Valley project generation RESOLUTION NO. �-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING
APPROVING ENTERING INTO CONTRACT NO. 92-SAO-18001 WITH THE
UNITED STATES DEPARTMENT OF ENERGY, ACTING BY AND THROUGH
THE WESTERN AREA POWER ADMINISTRATION (WAPA) , TO PROVIDE
COMPENSATION TO WAPA FOR FOREGONE CENTRAL VALLEY PROJECT
GENERATION.
IT IS HEREBY RESOLVED by the City Council of the City of Redding as follows:
1. The City Council of the City of Redding hereby authorizes the City of
Redding entering into the above-mentioned Contract with the Bureau of Reclamation,
which sets forth the arrangements under which Redding will compensate the Western
Area Power Administration for foregone Central Valley Project generation due to
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the diversion of water by Redding from the Spring Creek Power Plant penstock.
2. The Mayor of the City of Redding is hereby authorized and directed to
sign said Contract on behalf of the City of Redding; and the City Clerk is hereby
authorized and directed to attest the signature of the Mayor and to impress the
official seal of the City of Redding thereto.
3. A true copy of Contract No. 92-SAO-18001 is attached hereto and
incorporated herein by reference.
I HEREBY CERTIFY that the foregoing Resolution was introduced and read at a
regular meeting of the City Council of the City of Redding on the 2nd day of
June 1992, and was duly adopted at said meeting by the following vote:
AYES: COUNCIL MEMBERS: Anderson, Arness, Dahl, Kehoe & Moss
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
ABSTAIN: COUNCIL MEMBERS: None
CHARLIE MOSS, Mayor
City of Redding
ATT T: FO PPROVED: N
CONNIE STROHMAYER, C' Clerk R DALL A. HAYS, City Attorney °�—
Contract No. 92-SAO-18001
UNITED STATES
DEPARTMENT OF ENERGY
WESTERN AREA POWER ADMINISTRATION
AND
THE CITY OF REDDING, CALIFORNIA
CONTRACT TO PROVIDE COMPENSATION
TO WESTERN AREA POWER ADMINISTRATION
FOR FOREGONE CVP GENERATION
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Contract No. 92-SAO-18001
UNITED STATES
DEPARTMENT OF ENERGY
WESTERN AREA POWER ADMINISTRATION
AND
THE CITY OF REDDING, CALIFORNIA
CONTRACT TO PROVIDE COMPENSATION
TO WESTERN AREA POWER ADMINISTRATION
FOR FOREGONE CVP GENERATION
SECTION TITLE PAGE
1 Preamble . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2 Explanatory Recitals . . . . . . . . . . . . . . . . . . . 1-2
3 Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4 Term and Termination of Contract . . . . . . . . . . . . . . . 3-4
5 Monthly Conversion Factors . . . . . . . . . . . . . . . . . . 4-5
6 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . 5-6
7 Exhibits Made Part of Contract . . . . . . . . . . . . . . . . 6
8 General Power Contract Provisions . . . . . . . . . . . . . . 6
Signature Clause . . . . . . . . . . . . . . . . . . . . . . . 7
Resolution
Appendix A
Exhibit A
Exhibit B
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1 CONTRACT BETWEEN
2 UNITED STATES
DEPARTMENT OF ENERGY
3 WESTERN AREA POWER ADMINISTRATION
AND
4 THE CITY OF REDDING, CALIFORNIA
5 CONTRACT TO PROVIDE COMPENSATION
TO WESTERN AREA POWER ADMINISTRATION
6 FOR FOREGONE CVP GENERATION
7
8 1. PREAMBLE: This Contract (Contract) is made this day of ,
9 1992, pursuant to the Acts of Congress approved June 17, 1902, (32 Stat. 388) ,
10 August 26, 1937, (50 Stat. 844, 850) , August 4, 1939 (53 Stat. 1187) ,
11 August 12, 1955 (69 Stat. 719) , October 23, 1962 (76 Stat. 1137, 1191),
12 August 4, 1977 (91 Stat. 565) , and Acts amendatory or supplementary to the
13 foregoing Acts; between the UNITED STATES OF AMERICA, acting by and through
14 the Administrator, Western Area Power Administration, Department of Energy,
15 hereinafter called Western, represented by the officer executing the Contract
16 or a duly appointed successor, hereinafter called the Contracting Officer; and
17 the City of Redding, a municipal corporation organized and existing under and
1.8 by virtue of the laws of the State of California, hereinafter called the
19 Contractor or City of Redding, its successors and assigns; each sometimes
20 hereinafter individually called Party, and both sometimes hereinafter
21 collectively called the Parties.
22
23 2. EXPLANATORY RECITALS
24 2.1 Western is a Federal power marketing agency engaged in the
25 marketing and transmission of power from the Central Valley Project (CVP) and
26 other resources.
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1 2.2 The U.S. Bureau of Reclamation (Reclamation) is responsible for
2 the water operations of the CVP.
3
4 2.3 The City of Redding is a preference customer of the CVP which
5 receives firm power service from Western under Contract No. DE-MS65-83WP59008.
6
7 2.4 The City of Redding intends to construct and operate a water
8 treatment plant (The Buckeye Water Treatment Plant) in the northern sector of
9 the city on land owned by Reclamation.
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11 2.5 Reclamation has agreed to permit the City of Redding to build the
12 Buckeye Water Treatment Plant near the penstock at the Spring Creek Powerplant
13 and tap into an existing outlet on the Spring Creek Powerplant penstock. The
14 City of Redding will tap into the penstock and utilize water at this location
15 pursuant to Contract No. 14-06-200-5272A, as it may be amended, with
16 Reclamation.
17
18 2.6 The water diverted from the Spring Creek Powerplant penstock by
19 the City of Redding will not be available to pass through the generators at
20 Spring Creek or Keswick Powerplants, which will result in a loss of energy
21 available for Western to market.
22
23 2.7 The City of Redding is willing to compensate Western for the
24 foregone generation described in Section 2.6 based on the average cost to
25 Western of such foregone generation under the following terms and conditions.
26
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1 3. AGREEMENT
2 The Parties agree to the terms and conditions set forth herein.
3
4 4. TERM AND TERMINATION OF CONTRACT
5 4.1 This Contract shall become effective upon the latest of (1) the
6 date of execution of this Contract by both Parties; (2) execution of an
7 amendment to Contract No. 14-06-200-5272A between Reclamation and the
8 Contractor to provide for the Contractor to establish an additional point of
9 diversion at the Spring Creek Powerplant penstock; or (3) the date upon which
10 diversions of water by the Contractor at Spring Creek Powerplant penstock
11 commence pursuant to the Contractor's Contract No. 14-06-200-5272A with
12 Reclamation. The Contractor agrees to provide at least thirty (30) days
13 advance written notification to Western of its intent to initially commence
14 diversions of water at the Spring Creek Powerplant penstock pursuant to
15 Contract No. 14-06-200-5272A.
16
17 4.2 Following the effective date of the Contract, the Contract shall
18 remain in effect until the earlier of the following:
19
20 4.2.1 Receipt by Western of a written notification from the
21 Contractor of its desire to terminate Contract
22 No. 14-06-200-5272A. This Contract shall terminate
23 concomitantly with the termination of Contract
24 No. 14-06-200-5272A.
25
26 4.2.2 December 31, 2009.
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1 4.3 All financial obligations incurred under this Contract shall be
2 preserved until satisfied notwithstanding its expiration or termination.
3
4 5. MONTHLY CONVERSION FACTORS
5 5.1 The diversion of water by the Contractor at the Spring Creek
6 Powerplant penstock will diminish the amount of energy at Spring Creek and
7 Keswick Powerplant available to be marketed by Western. The monthly
8 quantities of water projected to be diverted by the Contractor at the Spring
9 Creek Powerplant penstock are set forth in Appendix A, attached hereto and
10 made a part of this Contract.
11
12 5.2 Western has calculated the effect the diversion of water will have
13 on generation at Spring Creek and Keswick Powerplants. The foregone
14 generation is represented by the Monthly Conversion Factors, which are set
15 forth in Exhibit A. The combined Monthly Conversion Factors in Exhibit A
16 represent the monthly quantities of energy, in kilowatthours, foregone at the
17 Spring Creek and Keswick Powerplants, based on the diversion of one (1) acre-
18 foot of water by the Contractor at Spring Creek Powerplant penstock.
19
20 5.3 The Contractor shall provide to Western, no later than the fifth
21 day of each month, printed meter readings of the quantity of water (in acre
22 feet) diverted from the Spring Creek Powerplant Penstock during the previous
23 month. Such meter readings shall be used in the calculation set forth in
24 Section 6 to determine compensation to Western for the foregone energy at
25 Spring Creek and Keswick Powerplants. If Western, for any reason, including
26 the failure of the Contractor to provide the printed meter readings to Western
27 in a timely manner, is unable to issue a timely monthly bill , it may elect to
28 4
1 render an estimated bill for that month. Such estimated bill shall be subject
2 to the same payment provisions as a final bill . Upon receipt of the meter
3 reading from the Contractor, Western will issue a final bill .
4
5 6. COMPENSATION
6 6.1 The Contractor shall be obligated to compensate Western for the
7 foregone generation at the Spring Creek and Keswick Powerplants due to the
8 diversion of water at the Spring Creek Powerplant penstock. Western will
9 determine, on a monthly basis, the amount of compensation due. Such
10 compensation, referred to below as the Monthly Energy Compensation Charge
11 shall be computed in accordance with the following formula:
12
13 Monthly Energy Compensation Charge = Combined Monthly Conversion
14 Factor X Monthly Quantity of Water Diverted X Annual
15 Northwest Non-Firm Energy Cost/Annual Ki7owatthours of
16 Energy.
17 Where:
18 Combined Monthly Conversion Factor = The combined Monthly
19 Conversion Factor set forth in Exhibit A.
20
21 Monthly Quantity of Water Diverted = The monthly quantity of water
22 diverted by the Contractor at the Spring Creek Powerplant
23 penstock, based on metered quantities determined pursuant to
24 Section 5.3.
25
26 Annual Northwest Non-Firm Energy Cost/Annual Kilowatthours of
27 Energy = The total cost of non-firm energy purchased by Western
28 5
1 from suppliers in the Northwest during the previous fiscal year
2 divided by the total quantity of such energy purchased by Western
3 during the previous fiscal year. Such cost will be determined by
4 Western and set forth in Exhibit B.
5
6 6.2 Western will invoice the Contractor based on the above computation
7 in accordance with Section 13 of the General Power Contract Provisions.
8
9 7. EXHIBITS MADE PART OF CONTRACT
10 Inasmuch as the Monthly Conversion Factors and the Annual Northwest Non-
11 Firm Energy Cost/Annual Kilowatthours of Energy existing under this Contract
12 may vary during its term hereof, they will be set forth in Exhibits A and B,
13 respectively, and adjusted from time to time as formulated by Western. Both
14 of said exhibits shall become a part of this Contract during the term fixed by
15 its provisions. The initial Exhibits A and B are attached hereto and shall be
16 in force and effect in accordance with their terms until respectively
17 superseded by a subsequent exhibit.
18
19 8. GENERAL POWER CONTRACT PROVISIONS
20 The General Power Contract Provisions, effective January 3, 1989,
21 attached hereto, are hereby made a part of this Contract the same as if they
22 had been expressly set forth herein; Provided, That only Sections 11-14 and
23 28-43 shall be applicable hereunder.
24
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I IN WITNESS WHEREOF, the Parties have caused this Contract to be executed the
2 day and year first above written.
3 WESTERN AREA POWER ADMINISTRATION
4 By:
5 Title: Area Manager
6 Address: 1825 Bell Street, Suite 105
7 Sacramento, CA 95825
8 (Seal ) CITY OF REDDING
9 By:
10 Attest: Title:
11 By: Address:
12 Title:
13
14
15
16 FORM APPROVE®
17
CITY LEGAL DEPT.
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RESOLUTION
BE IT RESOLVED by the City Council of the City of Redding, California, that
the Mayor and the City Clerk be and are hereby authorized to execute for and
on behalf of the City of Redding, California, the attached Contract No.
92-SAO-18001 with the Western Area Power Administration, which Contract No.
92-SAO-18001 was duly presented to the City Council is hereby approved.
State of California )
ss
City of )
I, the duly appointed and qualified
Clerk of the City of Redding, California, do hereby certify that the
foregoing is a true, accurate, and complete copy of a resolution duly
passed and adopted at a regular meeting of the City Council of the City
of Redding, California, held on 19_
Date: By:
Title:
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Contract No. 92-SAO-18001
APPENDIX A
CITY OF REDDING
BUCKEYE WATER TREATMENT PLANT
Projected Usage of Water
(Acre Feet)
Month Jan Feb Mar Apr May June July Aug Seu Oct Nov Dec Total
Year
1991 126.3 102.0 128.7 165.1 213.7 288.9 386.1 325.4 230.7 187.0 143.3 131.1 2428
1992 130.5 105.4 133.0 170.6 220.8 298.6 398.9 336.2 238.4 193.2 148.0 135.5 2509
1993 134.6 108.7 137.2 176.1 227.8 308.1 411.7 346.9 246.0 199.4 152.8 139.8 2589
1994 138.8 112.1 141.5 181.6 235.0 317.7 424.5 357.8 253.7 205.6 157.5 144.2 2670
1995 147.0 118.7 149.8 192.2 248.7 336.3 449.3 378.7 268.5 217.6 166.7 152.6 2826
1996 156.5 126.4 159.5 204.7 264.9 358.2 478.6 403.4 286.0 231.8 177.6 162.6 3010
1997 166.1 134.2 169.3 217.2 281.1 380.1 507.9 428.0 303.5 246.0 188.5 172.5 3194
1998 175.7 141.9 179.1 229.7 297.3 402.1 537.2 452.7 321.0 260.2 199.3 182.4 3379
1999 185.3 149.6 188.8 242.3 313.5 424.0 566.5 477.4 339.5 274.3 210.2 192.4 3563
2000 194.8 157.4 198.6 254.8 329.7 445.9 595.8 502.1 356.0 288.5 221.1 202.3 3747
2001 207.5 167.6 211.5 271.4 351.2 474.9 634.5 534.8 379.1 307.3 235.5 215.5 3991
2002 220.2 177.9 224.4 288.0 372.6 503.9 673.3 567.4 402.3 326.1 249.8 228.7 4235
2003 232.9 188.1 237.4 304.5 394.1 532.9 712.1 600.1 425.4 344.9 264.2 241.8 4478
2004 245.6 198.3 250.3 321.1 415.6 561.9 750.8 632.8 448.6 363.6 278.6 255.8 4722
2005 258.2 208.6 263.2 337.7 437.0 591.8 789.6 665.4 471.8 382.4 293.0 268.2 4966
2006 270.4 218.4 275.6 353.7 457.7 618.9 826.9 696.9 494.1 400.5 306.8 280.8 5201
2007 282.7 228.3 288.1 369.6 478.3 646.8 864.3 728.4 516.4 418.5 320.7 293.5 5436
2008 294.9 238.2 300.5 385.6 499.0 674.8 901.6 759.8 538.7 436.6 334.6 306.2 5670
2009 307.1 248.0 313.0 401.6 519.7 702.7 938.9 791.3 561.0 454.7 348.4 318.9 5909
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Contract No. 92-SAO-18001
EXHIBIT A
Monthly Conversion Factors
1 . This Exhibit A, made this day of 19 ,
to be effective under and as part of Contract No. 91-SAO-18001, dated
(hereinafter called the Contract), shall
become effective on the effective date of the Contract and shall remain in
effect until superseded by another Exhibit A; Provided, That this Exhibit A,
or any superseding Exhibit A shall be terminated by the termination of the
contract.
2. Set forth below are the Monthly Conversion Factors for Spring
Creek and Keswick Powerplants, as well as the combined Monthly Conversion
Factors for both Powerplants. The Monthly Conversation Factors reflect the
monthly quantity of energy, expressed in kilowatthours, generated by one
(1) acre-foot of water at Spring Creek and Keswick Powerplants. The Monthly
Conversation Factors have been computed by Western based on a 56-year-average
operation of the CVP.
MONTHLY CONVERSION FACTORS (KWH/ACRE FEET)
Spring Creek Powerplant Keswick Powerplant Combined
January 516.0 75.0 591.0
February 516.0 75.0 591.0
March 516.0 75.0 591.0
April 517.0 75.0 592.0
May 518.0 75.1 593.1
June 519.0 75.3 594.3
July 518.0 75.7 593.7
August 518.0 75.7 593.7
September 517.0 75.0 592.0
October 516.0 76.1 592.1
November 516.0 75.0 591.0
December 516.0 75.0 591.0
3. Western reserves the right to recalculate the Monthly Conversion
Factors set forth in this Exhibit A at any time as a result of changes in the
operation of the CVP. Such revised Monthly Conversion Factor(s) will be set
forth in a revision to this Exhibit A, which shall become effective upon
execution by Western.
Contract No. 92-SAO-18001
EXHIBIT B
Annual Northwest Non-Firm Energy Cost/Annual Kilowatthours of Energy
1. This Exhibit B, made this day of 19 to
be effective under and as part of Contract No. 91-SAO-18001, dated
(hereinafter called the Contract) , shall
become effective on the effective date of the Contract and shall remain in
effect until superseded by another Exhibit B; Provided, That this Exhibit B,
or any superseding Exhibit B shall be terminated by the termination of the
Contract.
2. Set forth below is the Annual Northwest Non-Firm Energy
Cost/Annual Kilowatthours of Energy. It is based on Western's purchases of
Non-Firm Energy from suppliers in the Northwest during fiscal year 1991
(October 1, 1990, through September 30, 1991) and is computed in accordance
with the definition set forth in Section 6. 1 of the Contract.
$35, 279 , 600 = $19 .72/MWh = 19 .72 mills per KWh
1,788, 596MWh
3. Prior to November 1 of each year, Western will compute and set
forth in a superseding Exhibit B, the Annual Northwest Non-Firm Energy
Cost/Annual Kilowatthours of Energy which shall be based on the relevant
purchases and costs during the previous fiscal year. The Annual Northwest
Non-Firm Energy Cost/Annual Kilowatthours of Energy set forth in the revised
Exhibit B will be used in each billing period during the succeeding calendar
year to compute the Contractor's Monthly Energy Compensation Charge as
provided for in Section 6. 1 of the Contract. The revised Annual Northwest
Non-Firm Energy Cost/Annual Kilowatthours of Energy set forth in Exhibit B
shall become effective upon execution by Western.
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Ef*tive January 3, 1989
WESTERN AREA POWER ADMINISTRATION
ORAL POWER CCNTRAC'T PROVISIONS
PACE
I. APPLICABILI*I'Y.
1. Applicability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
II. DELIVERY OF SERVICE PROVISICNS.
2. Character of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3. Use of Capacity or Energy in Excess of Contract Obligation . . . . 2
4. Continuity of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2-3
5. Multiple Points of Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
6. Metering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-4
7. Existence of Transmission Service Contract . . . . . . . . . . . . . . . . . . . . 4
* 8. Conditions of Transmission Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4-5
9. Multiple Points of Delivery Involving Direct and Transmitted
Deliveries . . . . . . . . . . . . . . . . . . . . 5
10. Construction, Operation, and Maintenance of Contractor's
PowerSystem. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
III. RATES, BILLING, AND PA)!ME4T PROVISIONS.
11. Change of Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . :. . . . . . . . . . . . . . . . 6
12. Miniim m Seasonal or Annual Capacity Charge . . . . . . . . . . . . . . . . . . . . 6
13. Billing and Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6-7
14. Nonpayment of Bills in Full When Due . . . . . . . . . . . . . . . . . . . . . . . . . . 7
15. Adjustments for Fractional Billing Period . . . . . . . . . . . . . . . . . . . . . 7
16. Adjustments for Curtailments to Firm Service . . . . . . . . . . . . . . . . . . 7-8
IV. POWER SALES PFOVISICNS.
17. Resale of Finn Electric Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
18. Contract Subject to Colorado River Compact. . . . . . . . . . . . . . . . . . . . 8
V. FACILITIES PROVISIONS.
19. Design Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
20. Inspection and Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
21. As-Built Drawings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
22. Equipment Ownership Markers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9-10
23. Third-Party Use of Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
24. Changes to Western Control Facilities . . . . . . . . . . . . . . . . . . . . . . . . . 10
25. Modification of Western Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
26. Transmission Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
* 27. Construction and Safety Procedures . . . 11-12
VI. OTHER PROVISIONS.
* 28. Authorized Representatives of the Parties. . . . . . . . . . . . . . . . . . . . . 12
29. Effect of Section Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
30. Operating Guidelines and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
31. Uncontrollable Forces . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12-13
32. Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
* 33. Environmental Ccopliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
34. Cooperation of Contracting Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
35. Transfer of Interest in Contract by Contractor . . . . . . . . . . . . . . . . 14
36. Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
37. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
38. Contingent Upon Appropriations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
39. Officials Not to Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
40. Covenant Against Contingent Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
* 41. Contract Work Hours and Safety Standards 15
* 42. Equal Opportunity Employment Practices15
43. Use of Convict Labor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
* Revised January 3, 1989.
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Effective January 3, 1989
WESTERN AREA POWER ADMINISTRATION
GENERAL POWER CQNPRACr PROVISIONS
I. APPLICABILITY.
1. Applicability.
1.1. These General Power Contract Provisions shall be a part of
the contract to which they are attached. These provisions set forth general
conditions applicable to the contract. Specific teens set forth in the
contract have precedence over any provision herein.
1.2. If the Contractor has member utilities which are either
directly or .indirectly receiving benefits from the contract, then the
Contractor shall require such members to comply with the General Power
Contract Provisions, Articles 10, 17, 18, 33, 34, 41, 42, and 43.
I I. DELIVERY OF SEWICE PFMSICNS.
2. Character of Service.
Electric enemy 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 Oblictation.
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 the Contracting Officer. Unauthorized overruns of contract
delivery obligations shall be subject to charges specified in the contract
or the applicable rate schedules. overruns shall not establish any .
continuing right thereto and the Contractor shall cease any overruns when-:'
requested by the Contracting Officer, or in the case of authorized 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 Article 31 herein, (2) fluctuations,
interruptions, or reductions due to operation of devices installed for power
system protection; and (3) temporary fluctuations, interruptions, or
reductions, which, in the opinion of the party supplying the service, are
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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 renuve the cause thereof with
diligence.
5. Multiple Points of Delivery.
When electric service is supplied at or transmitted to two or
more points of delivery under the same rate schedule, said rate schedule
shall apply separately to the service supplied at or transmitted to each I'
point of delivery; Provided, That where the meter readings are considered k.
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. Metering.
6.1. The total electric power and energy supplied or transmitted
under the contract will be measured by metering equipment to be furnished
and maintained by Western or by the Contractor acting as the designated
representative of Western. The Contractor shall ensure that metering
equipment furnished and maintained by the Contractor or another power
supplier, as provided in the contract, meets the metering standards of
Western if such metering equipment will be used for billing or other
accounting purposes by Western.
6.2. Meters shall be sealed and the seals shall be broken only f
upon occasions when the meters are to be inspected, tested, or adjusted, and
representatives of the interested parties shall be afforded reasonable
opportunity to be present upon such occasions. Metering equipment shall be
inspected and tested at least once each year by the party responsible for
meter maintenance and at any reasonable time upon request by either party
hereto, a supplemental power supplier, transmission agent, or control area
operator. Any metering equipment found to be damaged, defective, or
inaccurate shall be repaired and readjusted or replaced by the party
responsible for meter maintenance. Meters found with broken seals shall be
tested for tampering and, if appropriate, meter readings shall be adjusted
by Western pursuant to Article 6.3 below.
6.3. Except as otherwise provided in Article 6.4 hereof, should
any meter that is needed by Western for billing or other accounting purposes
fail to register accurately, the electric power and energy supplied or
transmitted during such period of failure to register accurately, shall, for
billing purposes, be estimated by the Contracting officer from the best
available information.
3
6.4. If acceptable inspections and tests of a meter rimed by
Western for billing or other accounting purposes disclose an error exceeding
two percent (2%), then correction based upon the inaccuracy found shall be
made of the records of services furnished during the period that such
inaccuracy has existed as determined by the Contracting Officer; Provided,
That if such period of inaccuracy cannot be determined, correction shall be
made for the period beginning with the monthly billing period immediately
preceding the billing period during which the test was made.
6.5. Any correction in billing resulting frau correction in
meter records shall normally be made in the next monthly bill rendered by
Western to the Contractor. Payment of such bill shall constitute full
adjustment of any claim between the parties hereto arising out of inaccuracy
of metering equipment.
7. Existence of Transmission Service Contract.
If the contract provides for Western to furnish services using
the facilities of a third party, the obligation of Western shall be subject
to and contingent upon the existence of a transmission service contract
granting Western rights to use such facilities. If Western acquires or
constructs facilities which would enable it to furnish direct service to the
Contractor, Western, at its option, may furnish service over its own
facilities.
8. Conditions of Transmission Service.
8.1. When the electric service under the contract is furnished
by Western over the facilities of others by virtue of a transmission service
arrangement, the power and energy will be furnished at the voltage available
and under the conditions which exist from time to time on the transmission
system over which the service is supplied.
* 8.2. Unless otherwise provided in the contract or attached rate
schedule, the Contractor shall maintain a power factor at each point of
delivery frau Western's transmission agent as required by the transmission
agent.
8.3. Western will endeavor to inform the Contractor frau time to
time of any changes contemplated on the system over which the service is
supplied, but the costs of any changes made necessary in the Contractor's
system because of changes or conditions on the system over which the service
is supplied shall not be a charge against or a liability of Western.
8.4. If the Contractor, because of changes or conditions on the
system over which service under the contract is supplied, is required to
make changes on its system at its own expense in order to continue receiving
service under the contract, then the Contractor may terminate service under
the contract upon not less than sixty (60) days' written notice given to the
Contracting Officer prior to making such changes, but not thereafter.
* Revised January 3, 1989.
4
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8.5. If western notifies the Contractor that electric service
provided for under the contract cannot be delivered to the Contractor
because of an insufficiency of capacity available to western in the
facilities of others over which service under the contract is supplied, then
the Contractor may terminate service under the contract upon not less than
sixty (60) days` written notice given to the Contracting Officer prior to
the date on which said capacity ceases to be available to Western, but not
thereaf ter.
9. Multiple Points of Delivery Involving Direct and Indirect
Deliveries.
i
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 loads served under the contract from direct delivery to
indirect delivery, Western will not absorb the transmission service costs on
such shifted load until the unused capacity, as determined solely by the
Contracting Officer, available at the direct delivery points affected is
fully utilized.
10. Construction, Operation, and Maintenance of Contractor's
Power System.
The Contractor shall and, if applicable, shall require each of
its members or transmission agents to construct, operate, and maintain its
power system in a manner which, as determined by the Contracting Officer,
will not interfere with the operation of the system of Western or its
transmission agents over which electric services are furnished to . the
Contractor under the contract, and in a manner which will coordinate with
the protective relaying and other protective arrangements of the system(s)
of Western or Western's transmission agents. Western may reduce or
discontinue furnishing services to the Contractor if, after notice by the
Contracting Officer, the Contractor fails or refuses to make such changes as
may be necessary to eliminate an unsatisfactory condition on the
Contractor's power system which is determined by the Contracting Officer to
interfere significantly under current or probable conditions with any
service supplied friar the power system of Western or ficin 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 mininnun charges
provided for in the contract during the time said services are reduced or
discontinued. Nothing in this article shall be construed to render Western
liable in any manner for any claims, demands, costs, losses, causes of
action, damages, or liability of any kind or nature arising out of or
resulting from the construction, operation, or maintenance of the
Contractor's power system.
5
III. RATES, BI 1MC, AMID PAYMENr P%NISICNS.
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 beccme effective as to the contract as of the effective date of such
rate. The Contractor, by written notice to the Contracting Officer within
ninety (90) days after the effective date of a rate change, may elect to
terminate the service billed by Western under the new rate. Said
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 Charcxe.
When the rate in effect under the contract provides for a minimum
seasonal or annual capacity charge, a statement of the minimum capacity
charge due, if any, shall be included in the bill rendered for service for
the last billing period of the service season or contract year as
appropriate, adjusted for increases or decreases in the contract rate of
delivery and for the number of billing periods during the year or season in
which service is not provided. Where multiple points of delivery are
involved and the contract rate of delivery is stated to be a maximum
aggregate rate of delivery for all points, in determining the minimum
seasonal or annual capacity charge due, if any, the monthly capacity charges
at the individual points of delivery shall be added together.
13. Billing and Payment.
13.1. Western will issue bills to the Contractor for service
furnished during the preceding month within ten (10) days after the end of
the billing period.
13.2. If Western is unable to issue a timely monthly bill, it
may elect to render an estimated bill for that month to be followed by the
final bill. Such estimated bill shall be subject to the same payment
provisions as a final bill.
13.3. Payments are due and payable by the Contractor before the
close of business on the twentieth (20th) calendar day after the date of
issuance of each bill or the next business day thereafter if said day is a
Saturday, Sunday, or Federal holiday. Bills shall be considered paid when
payment is received by western; Provided, That payments received by mail
will be accepted as timely and without assessment of the charge provided for
in Article 14 if a United States Post Office first class mail postmark
indicates the payment was mailed at least three (3) calendar days before the
due date.
6
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13.4. Whenever the parties agree, payments due Western by the
Contractor may be offset against payments due the Contractor by Western for
the sale or exchange of electric power and energy, use of transmission
facilities, operation and maintenance of electric facilities, and other
services. For services included in net billing procedures, payments due one
party in any month shall be offset against payments due the other party in
such month, and the resulting net balance shall be paid to the party in
whose favor such balance exists. The parties shall exchange such reports
and information that either party requires for billing purposes. Net
billing shall not be used for any amounts due which are in dispute.
14. Nonpayment of Bills in Full When Due.
14.1. Bills not paid in full by the Contractor by the due date
specified in Article 13 hereof shall bear an initial charge of two percent
(2%) of the amount unpaid. Each day thereafter, a charge of five hundredths
percent (0.05%) of the principal sum unpaid shall be added until the amount
due, including the two percent (2%) initial charge, is paid in full.
Payments received will first be applied to the charges for late payment
assessed on the principal and then to payment of the principal.
14.2. Western shall have the right, upon not less than fifteen
(15) days advance written notice, to discontinue furnishing the services
specified in the contract for nonpayment of bills in full when due, and to
refuse to resume such services so long as any part of the amount due remains
unpaid. Such a discontinuance of service will not relieve the Contractor of
liability for minimum charges during the time service is so discontinued.
The rights reserved to Western herein shall be in addition to all other
remedies available to Western either by law or in equity, for the breach of
any of the terms hereof.
15. Adjustments for Fractional Billing Period.
For a fractional part of a billing period at the beginning or end
of electric service, at the beginning or end of irrigation pumping service
each year, a fractional billing period under a new rate schedule, and for
fractional periods due to withdrawals of electric services, the demand or j.
capacity charge and minimum charges shall each be proportionately adjusted
in the ratio that the number of hours that electric service is available to
the Contractor in such fractional billing period bears to the total number
of hours in the billing period involved.
16. Adjustments for Curtailments to Film Service.
16.1. Billing adjustments will be made if firm electric service
is interrupted or reduced because of conditions on the power system of the
United States for periods of 1 hour or longer in duration each. Billing
adjustments will not be made when such curtailment of electric service is
due to a request by the Contractor or a discontinuance of electric service
by Western pursuant to Article 14 (Nonpayment of Bills In Full When Due) .
For purposes of billing adjustments under this article, the terse power
systeii, of the United Stales shall include transmission facilities used under
contract but not caned by the United States.
7
16.2. The total number of hours of curtailed firm electric
service in any billing period shall be determined by adding: (1) the sutra of
the number of hours of interrupted electric service to (2) the product, for
each reduction, of: the number of hours of reduced electric service and the
percentage by which electric service was reduced below the delivery
obligation of Western at the titre of each said reduction of electric
service. The demand or capacity charge and applicable minimaun charges shall
each be proportionately adjusted in the ratio that the total mmiber of hours
of electric service determined to have been curtailed bears to the total
number of hours in the billing period involved.
16.3. The Contractor shall make written claim within thirty (30)
days after receiving the monthly bill, for adjustment on account of any
curtailment of firm electric service, for periods of 1 hour or longer in
duration each, alleged to have occurred that is not reflected in said bill.
Failure to make such written claim, within said thirty-day (30-day) period,
shall constitute a waiver of said claim. All curtailments of electric
service, which are due to conditions on the paver system of the United
States, shall be subject to the provisions of this section; Provided, That
withdrawal of power and energy under the contract shall not be considered a
curtailment of electric service.
IV. POWER SALES PROVISIONS.
17. Resale of Firm Electric Service (Wholesale Sales for Resale) .
The Contractor shall not sell any firm electric power or energy
supplied under the contract to any electric utility custcmer of the
Contractor for resale by that utility custcuer; 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 custcmer of the member for resale by that custcmer.
18. Contract Subiect 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 Ccanpact approved by-
Section 13(a) of the Boulder Canyon Project Act of December 21, 1928, (45
Stat. 1057) and the parties to the contract shall observe and be subject to,,
and controlled by said Colorado River Co nFaact 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.
8
V. FACILITIES PRWISICNS.
19. Design Approval.
All facilities, construction, and installation by the Contractor
pursuant to the contract shall be subject to the approval of Western.
Facilities interconnections shall normally conform to Western's current
"General Requirements for Interconnection," in effect upon the signing of
the contract document providing for each interconnection, copies of which
are available from the Contracting Officer. At least ninety (90) days,
unless otherwise agreed, prior to the date the Contractor proposes to
caunence 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.
20. Inspection and Acceptance.
Western shall have the right to inspect the materials and work
furnished by the Contractor, its agents, employees, and subcontractors
pursuant to the contract. Such inspections shall be at reasonable times at
the worksite. Any materials or work that the Contracting Officer determines
is defective or not in accordance with designs, drawings, and
specifications, as approved by Western, shall be replaced or modified, as
directed by Western, at the sole expense of the Contractor before the new
facilities are energized.
21. As-Built Drawings.
Within a reasonable time, as determined by the Contracting
Officer, 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 the Contracting
Officer. Western may prepare, revise, or complete said drawings and bill
the Contractor if the Contractor fails to provide such drawings to Western
within a reasonable time as determined by the Contracting Officer.
22. Equipment Ownership Markers.
22.1. The Contractor shall identify all movable equipment and,
to the extent agreed upon by the parties, all other salvageable facilities
constructed or installed on United States right-of-way or in Western
substations pursuant to the contract which are owned by the Contractor, by
permanently affixing thereto suitable markers clearly identifying the
Contractor as the owner of said equipment and facilities.
9
22.2. If requested by the Contractor, Western shall identify all
movable equipment and, to the extent agreed upon by the parties, all other
salvageable facilities 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
equigment and facilities.
23. 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 the
Contracting Officer, adversely affect the operation of Western's system the
Contractor shall, at no cost to Western, provide a solution' to said adverse
effect acceptable to Western.
24. Changes to Western Control Facilities.
If at any time during the term of the contract, the Contracting
Officer determines that changes or additions to control, relay, or
communication facilities are necessary to maintain the reliability or
control of Western's transmission system, and said changes or additions are
entirely or partially required because of the Contractor's equipment
installed under the contract, such changes or additions shall, after
consultation with the Contractor, be made by western with all costs or a
proportionate share of all costs, as determined by the Contracting Officer,
to be paid by the Contractor. The Contracting Officer shall notify the
Contractor in writing of the necessary changes or additions and the
estimated costs to be paid by the Contractor. If the Contractor fails to
pay its share of said estimated costs, the Contracting Officer shall have
the right, after giving sixty (60) days' written notice to the Contractor,
to terminate the applicable facility installation provisions of the contract
and require the removal of the Contractor's facilities.
25. Modification of Western Facilities.
Western reserves the right, at any time, to modify its
facilities. western shall keep the Contractor informed of all planned
modifications to Western facilities which impact the facilities installation
pursuant to the contract. Western shall permit the Contractor to change or
modify its facilities, in a manner satisfactory to and at no cost or expense
to Western, to retain the facilities . interconnection pursuant to, the
contract. At the Contractor's option, Western shall cooperate with the
Contractor in planning alternate arrangements for service which shall be
implemented at no cost or expense to Western. The Contractor and Western
shall modify the contract, as necessary, to conform to the new facilities
arrangements.
10
26. Transmission Rights.
I.
i
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.
27. Construction and Safety Procedures.
* 27.1. The Contractor hereby acknowledges that it is aware of the
hazards inherent in high-voltage electric lines and substations, and hereby
assumes full responsibility at all times for the adoption and use of
necessary safety measures required to prevent accidental 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
Western's current "Power Systems Safety Manual, " "Construction, Safety, and
Health Standards, " and "Power System Clearance Procedures" in effect upon
the signing of the contract; Except, That, in lieu of the safety program
required herein, the Contractor may provide sufficient information to
demonstrate that the Contractor's safety program is satisfactory to the
united States.
27.2. The Contractor and its authorized employees, agents, and
subcontractors shall familiarize themselves with the location and character
of all the transmission facilities of Western and interconnections of others
relating to the work performed by the Contractor under the contract. Prior
to starting any construction, installation, or removal work, the Contractor
shall submit a plan of procedure to Western which shall indicate the
sequence and method of performing the work in a safe manner. No work shall
be performed by the Contractor, its employees, agents, or subcontractors
until written authorization to proceed is obtained from the Contracting
Officer.
27.3. At all times when the Contractor, its employees, agents,or
subcontractors are performing activities of any type pursuant to the
contract, such activities shall be under supervision of a qualified
employee, agent, or subcontractor of the Contractor who shall be authorized
to represent the Contractor in all matters 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.
27.4. Upon completion of its work, the Contractor shall remove
from the vicinity of the right-of-way of the United States all buildings,
rubbish, used materials, concrete 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.
i
* Revised January 3, 1989.
11
i
27.5. In the event the Contractor, its enployees, agents, or
subcontractors fail to comely with any provision of this article, or Article
20 (Inspection and Acceptance) herein, the Contracting Officer or an
authorized representative may issue an order to stop all or any part of the
work until such time as the Contractor demonstrates compliance with the
provision at issue. The Contractor, its employees, agents, or
subcontractors shall make no claim for canpensation or damages resulting
from such work stoppage.
VI. OTRER PRDVISIC S.
* 28. Authorized Representatives of the Parties.
Each party to the contract, by written notice to the other, shall
designate the representative(s) who is (are) authorized to act in its behalf
with respect to those matters contained in the contract which are the
functions and responsibilities of the authorized representatives of the
parties. Each party may chane the designation of its authorized
representative s) upon oral notice given to the other, confirmed promptly by
written notice.
29. Effect of Section Headings.
Section headings or article titles appearing in the contract or
these General Power Contract Provisions are inserted for convenience only
and shall not be construed as interpretations of text.
30. 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.
31. Uncontrollable Forces.
Neither party to the contract shall be considered to be in
default in performance of any of its obligations under the contract, except
to make payment as specified in Article 13 (Billing and Payment) herein,
when a failure of performance shall be due to an uncontrollable force. The.
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
* Revised January 3, 1989.
12
• • s
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 prat written notice of such fact to the
other party and shall exercise due diligence to remove such inability with
all reasonable dispatch.
32. Liability.
32.1 The Contractor hereby agrees to indemnify and hold harmless
the United States, its employees, agents, or contractors, fran 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 whensoever made arising out of the
Contractor's, its employees' , agents' , or subcontractors', construction,
operation, maintenance, or replacement activities under the contract.
States is liable only for negligence 32.2 The United S y � gence on the part
of its officers and employees in accordance with the Federal Tort Claims
Act, as amended.
* 33. Environmental CcMliance.
Facilities installed under the contract by any party shall be
constructed, operated, maintained, replaced, and removed subject to
compliance with laws, executive orders, and regulations applicable to that
party, including the National Environmental Policy Act of 1969, as amended,
36 CFR 800, and the Archeological Resources Protection Act of 1979.
34. Cooperation of Contracting Parties.
If, in the operation and maintenance of their respective 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 I
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 Articles 13 (Billing and Payment) and
14 (Nonpayment of Bills in Full When Due) herein. Western shall pay bills
issued by the Contractor for services provided as soon as the necessary
vouchers can be prepared which shall normally be within twenty (20) days.
* Revised January 3, 1989.
13
35. Transfer of Interest in Contract by Contractor.
No voluntary transfer of the contract or of the rights of the
Contractor under the contract shall be made without the written approval of
the Administrator of Western; Provided, That if the Contractor operates a
project financed in whole or in part by the Rural Electrification
Administration, the Contractor may transfer or assign its interest in the
contract to the Rural Electrification Administration or any other department
or agency of the Federal Government without such written approval; Provided
further, That any successor to or 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 article.
36. Waivers.
Any waivers at any time by either party to the contract of its
rights with respect to a default or any other matter arising under or in
connection with the contract shall not be de erred a waiver with respect to
any subsequent default or matter.
37. Notices.
Any notice, demand, or request required by the contract or the
provisions of these articles to be in writing shall be considered properly
given when delivered in person, or sent by either registered or certified
mail, postage prepaid, or prepaid telegram addressed to each party's
authorized representative at the principal offices of the party. The
designation of the person to be notified may be changed at any time by
similar notice.
38. Contingent Upon Appropriations.
Where activities provided for in the contract extend beyond the
current fiscal year, continued expenditures by the United States are
contingent upon Congress making the necessary appropriations required for
the continued performance of the United States obligations under the
contract. In case such appropriation is not made, the Contractor hereby
releases the United States from its contractual obligations and from all
liability due to the failure of Congress to make such appropriation.
39. Officials Not to Benefit.
No member of or delegate to Congress or Resident Commissioner
shall be admitted to any share or part of the contract or to any benef it
that may have arisen from the contract, but this restriction shall not be
construed to extend to the contract if made with a corporation or ccnipany
for its general benefit.
14
40. Covenant Against Contingent 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 e.ployees or bona fide established ccmTercial 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.
* 41. Contract Work Hours and Safes 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.A. {329 (1986) , is subject to the provisions of the Act, 40
U.S.C.A. {{327-333 (1986) , and to regulations promulgated by the Secretary
of Labor pursuant to the Act.
*
42. Equal Opportunity Employment Practices.
Section 202 of Executive Order No. 11246, 43 Fed. Reg. 46501
(1978) , which provides, among other things, that the Contractor will not
discriminate against any employee or applicant for employment because of
race, color, religion, sex, or national origin, is incorporated by reference
in the contract.
43. Use of Convict Labor.
The Contractor agrees not to employ any person undergoing
sentence of imprisonment in performing the contract except as provided by 18
U.S.C. 4082(c) (2) and Executive Order 11755, December 29, 1973.
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* Revised ianuasy 3, 1989.
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