HomeMy WebLinkAboutReso 1990-254 - Authorizing the mayor to sign the pacific northwest project power sales agreement I �f
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RESOLUTION NO. 90 4/.cq
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING
APPROVING AND AUTHORIZING THE MAYOR TO SIGN THE PACIFIC
NORTHWEST PROJECT POWER SALES AGREEMENT BETWEEN THE M-S-R
PUBLIC POWER AGENCY AND THE MODESTO IRRIGATION DISTRICT, THE
CITY OF SANTA CLARA, AND THE CITY OF REDDING.
WHEREAS, the M-S-R Public Power Agency, the Modesto
{ Irrigation District, and the Cities of Santa Clara and Redding
(Members) are members of the Transmission Agency of Northern
California (TANC) , which is a participant in the California-
Oregon Transmission Project (COTP) ; and
Il WHEREAS, the Members have authorized M-S-R to (1) investi-
gate the potential power transactions available for use with the
Members ' transmission rights in the COTP; (2) contact various
Pacific Northwest Utilities and assess their willingness to sell
power to M-S-R; and (3) conduct negotiations with the Bonneville
Power Administration (Bonneville) , Portland General Exchange
(PGX) , and the Pacific Northwest Generating Company (PNGC) for
the sale of such power; and
WHEREAS, the Members have authorized M-S-R to develop power
purchase agreements , and such agreements will be executed by
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M-S-R pursuant to the Joint Powers Agreement upon approval of the
M-S-R Commission; and
WHEREAS, M-S-R executed a Definitive Agreement with
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Bonneville on October 31 , 1989 ; and
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WHEREAS, the Members desire M-S-R to deliver any such
purchased power (less transmission losses) to the designated
Point (s) of Delivery for their respective accounts , or to systems
of others for credit to their respective accounts, in accordance
with the Participation Percentages; and
WHEREAS , the Members have heretofore entered into Project
Agreement No. 8 dated as of May 18 , 1988 , to provide a source of
the initial financing of the Pacific Northwest Project as defined
in Section 6 of the attached Power Sales Agreement; and
WHEREAS , it is the intent of the parties to said Power Sales
Agreement that the Agreement require the Members to advance funds
to M-S-R to pay for the purchase of power from Pacific Northwest
Utilities prior to the time M-S-R must pay such amounts to such
utilities; and
WHEREAS , M-S-R maintains contractual rights to resources in
i � the Pacific Southwest which may be utilized in conjunction with
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the Pacific Northwest Project; and
WHEREAS, the Electric Utility Commission and the Electric
Department believe that participation in the attached Agreement
will be an economical and efficient method for the City of
II Redding to obtain Pacific Northwest power delivered over a
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portion of Redding' s entitlement in the COTP;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Redding as follows:
1 . That the City Council of the City of Redding hereby
approves the Pacific Northwest Project Power Sales Agreement
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between the M-S-R Public Power Agency and the Modesto Irrigation
District and the Cities of Santa Clara and Redding, a true copy
of which is attached hereto and incorporated herein by reference.
2 . That the Mayor of the City of Redding is hereby
iII authorized and directed to sign said Agreement 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.
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 5th day of June , 1990 , and was duly
adopted at said meeting by the following vote:
AYES: COUNCIL MEMBERS: Arness, Dahl , Fulton, Moss & Buffum
NOES: COUNCIL MEMBERS : None
ABSENT: COUNCIL MEMBERS : None
ABSTAIN: COUNCIL MEMBERS: None
/� i
N NC UFFU �, Mayor
Cit of Redding
ATTEST:
?6 £l.r/.e
ee4
ETHEL A. NICHOLS , City Clerk
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'1 FORM PPROVED:
RANDALL A. HAYS, ity Attorney
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1I 1 PACIFIC NORTHWEST PROJECT
i 2
3 POWER SALES AGREEMENT
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5 BETWEEN
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' 7 THE M—S—R PUBLIC POWER AGENCY
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9 AND
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11 THE MODESTO IRRIGATION DISTRICT,
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13 THE CITY OF SANTA CLARA,
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15 AND
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17 THE CITY OF REDDING
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1 TABLE OF CONTENTS
2 SECTION PAGE
3 1. PARTIES 1
4 2. RECITALS 1
li 5 3. AGREEMENT 3
6 4. EFFECTIVE DATE 3
7 5. TERM AND TERMINATION 3
8 6. DEFINITIONS 4
9 7. SALE AND DELIVERY OF PACIFIC NORTHWEST PROJECT •
10 CAPACITY AND/OR ENERGY 11
I . 11 8. OBLIGATION TO PURCHASE; ANNUAL BUDGET;
12 BILLING AND METHOD OF PAYMENT 12
• ' 13 9. SCHEDULING OF DELIVERIES 19
14 10. POINT OF DELIVERY 21
15 11. REACTIVE POWER 22
16 12. DUTIES AND RESPONSIBILITIES OF M-S-R 22
17 13. RATES AND CHARGES 23
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18 14. EVENT OF DEFAULT 25
19 15. TRANSFER, ASSIGNMENT, SALE, AND EXCHANGE OF
20 CAPACITY AND/OR ENERGY AND RIGHTS THERETO 30
21 16. SALE OF EXCESS PACIFIC NORTHWEST PROJECT CAPACITY
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; 22 AND/OR ENERGY 32
23 17 . OPERATION AND MAINTENANCE 34 .
24 18. LIABILITY OF M-S-R MEMBERS 34
25 19. NOTICE AND COMPUTATION OF TIME - 35
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jl ' 1 20. APPLICABLE LAW 37
2 21. SEVERABILITY 37
3 22. ASSIGNMENT OF AGREEMENT 37
4 23. MEMBERS' OBLIGATIONS SEVERAL 38
5 24. PACIFIC NORTHWEST UTILITIES AS THIRD-PARTY
6 BENEFICIARIES 38
7 25. HEADINGS NOT BINDING 38
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1.
1 PACIFIC NORTHWEST PROJECT POWER SALES AGREEMENT
2 1 . PARTIES:
3 The Parties to this Agreement, made and entered into as of
4 , 1990, are the M-S-R PUBLIC POWER AGENCY, a Joint
5 Exercise of Powers Agency duly organized
pursuant to Article
6 1 of Chapter 5 of Division 7 of Title 1 of the Government Code
7 of the State of California (hereinafter "M-S-R" ) ; the MODESTO
8 IRRIGATION DISTRICT, an irrigation district organized under
9 the laws of the State of California (hereinafter "Modesto" ) ,
10 the CITY OF SANTA CLARA, a municipal corporation organized
11 under a charter duly adopted under the Constitution of the
12 State of California (hereinafter "Santa Clara" ) , and the CITY
13 OF BEDDING, a municipal- corporation organized- under- the laws
14 of the State of California (hereinafter "Redding" ) Modesto,
15 Santa Clara, and Redding being sometimes referred to
16 individually as "Member" and M-S-R being sometimes referred to
17 collectively as "Members" . M-S-R, Modesto, Santa Clara, and
18 Redding are hereinafter sometimes individually referred to as
19 a "Party" and are hereinafter sometimes collectively referred
20 to as the "Parties" .
21 2. RECITALS:
22 2.1 WHEREAS, the Members are members of the Transmission .
23 Agency of Northern California (TANC) which is a
24 participant in the California-Oregon Transmission Project
25 (COTP) ; and
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1 2. 2 WHEREAS, the Members have authorized M-S-R to ( i)
II 2 investigate the
g potential power transactions available
3 for use with the Members' transmission rights in
4 the COTP; ( ii) contact various Pacific Northwest
5 Utilities and assess their willingness to sell power to
6 M-S-R; and ( iii) conduct negotiations with the Bonneville
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7 Power Administration (Bonneville) , Portland General
8 Exchange (PGX) , and the Pacific Northwest Generating
9 Company (PNGC) for the sale of such power; and
10 2.3 WHEREAS, the Members have authorized M-S-R to develop
11 power purchase agreements and such agreements will be
II 12' executed by M-S-R pursuant to the Joint Powers Agreement
13 uponapprovalof the- M-S-R -Commission; and
14 2.4 WHEREAS, M-S-R has executed a Definitive Agreement with
15 Bonneville on October 31, 1989; and
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16 2. 5 WHEREAS, the Members desire M-S-R to deliver any such
17 purchased power (less transmission losses) to the
I 18 designated Point(s) of Delivery for their respective
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1 ' 19 accounts or to systems of others for credit to their
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20 respective accounts in accordance with the Participation
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21 Percentages; and
22 2.6 WHEREAS, the Members have heretofore entered into Project
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23 Agreement No. 8 dated as of May 18, 1988 to provide a
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24 source of the initial financing of the Pacific Northwest
25 Project as defined in Section 6 herein; and -
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1 2.7 WHEREAS, it is the intent of the Parties that this
2 Agreement require the Members to advance funds to M-S-R
3 to pay for the purchase of power from Pacific Northwest
4 Utilities prior to the time M-S-R must pay such amounts
5 to such utilities; and
6 2.8 WHEREAS, M-S-R maintains contractual rights to resources
7 in the Pacific Southwest which may be utilized in
8 conjunction with the Pacific Northwest Project,
9 NOW THEREFORE, this agreement shall be referred to hereinafter
10 as the "Pacific Northwest Project Power Sales Agreement"
11 (Agreement) .
12 3. AGREEMENT:
13 Inconsiderationof the premises and mutual covenants and
14 agreements contained in this Agreement, the Parties agree as
15 follows:
16 4 . EFFECTIVE DATE:
17 This Agreement shall become effective when executed by the
18 Parties.
19 5. TERM AND TERMINATION:
20 This Agreement may be terminated upon the mutual agreement of
21 the Parties, provided however, that this Agreement shall not
22 be subject to termination by any Party under any
23 circumstances, whether based upon the default of one or more
24 of the Parties under this Agreement, or any other instrument,
'i 25 or otherwise until all obligations of M-S-R under the Pacific
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1 Northwest Purchase Contracts as defined in Section 6.13 herein
2 are satisfied or irrevocable provisions for such satisfaction
3 have been completed. Termination of this Agreement shall not
4 affect the Members individual or collective liabilities or
5 obligations accrued hereunder.
6 6. DEFINITIONS:
7 In addition to other terms defined herein, the following
8 terms, whether in the singular or in the plural; when used
9 herein and initially capitalized, shall have the meanings
10 specified:
11 6.1 "Act" means the provisions relating to joint
12 exercise of powers found in Chapter 5 (commencing .
13 with Section 6500) , Division 7, Title 1 of the
14 Government Code of the State of California, as
15 amended from time to time.
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16 6.2 "Agreement" means this Pacific Northwest Project
17 Power Sales Agreement as originally executed and as
18 it may be amended from time to time.
I 19 6.3 "California-Oregon Border (COB) " means (i) the
20 points along the alternating current (AC) portions
Ii 21 of the Pacific Northwest - Pacific Southwest
22 Intertie where ownership changes between Pacific
23 Northwest Utilities and Pacific Southwest
i' 24 utilities; and ( ii) the northern terminus of the
25 COTP; all at or near the California-Oregon state
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2 Oregon.
3 6.4 "Commission" means the commission of M-S-R.
4 6.5 "Electric System" means all properties and assets,
5 real and personal, tangible and intangible, of any
6 Member (whether leased or owned) now or hereafter
7 existing, used in or pertaining to the generation,
8 transmission, transformation, distribution or sale
9 of electric capacity and/or energy, including all
10 additions, extensions, expansions, improvements and
11 betterments thereto; provided, however, that to the
12 extent the Member is a joint owner of an asset or
13 property, only the Member 's- ownership -interest in
14 such asset or property shall be considered to be
15 part of its Electric System.
II 16 6.6 "Fiscal Year" means the twelve-month period
H 17 terminating on December 31 of each year, or any
-18 other annual accounting-period • hereafser selected
it 19 and designated by M-S-R as its Fiscal Year for
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20 purposes of this Agreement.
21 6.7 "Joint Powers Agreement" means the agreement among
22 Modesto, Santa Clara, and Redding dated April 29,
23 1980, as thereafter amended from time to time,
24 which created M-S-R under the Act.
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1 6.8 "M-S-R Controller" means the controller of M-S-R as
2 provided in the Joint Powers Agreement.
3 6.9 "Pacific Northwest Monthly Power Costs" shall mean
4 all of M-S-R's costs resulting g from the purchase of
5 Pacific Northwest Project capacity and/or energy
6 and the cost of capacity and/or energy purchased by
7 M-S-R to meet exchange obligations. Pacific
8 Northwest Monthly Power Costs shall consist of
9 costs attributable to the Pacific Northwest
10 Project, and shall include, but not be limited to,
11 the following:
12 6.9.1 Payments made by M-S-R to purchase
13 _ capacity from Pacific Northwest
14 Utilities.
15 6.9.2 Payments made by M-S-R to purchase energy
16 from Pacific Northwest Utilities.
17 6.9. 3 Payments made by M-S-R to purchase energy
18 and- to provide transrssion, as
19 applicable, to the Point of Delivery from
20 any source when such energy is purchased
21 for the purpose of fulfilling exchange
22 obligations under Pacific Northwest
23 Purchase Contracts.
24 6.9.4 All M-S-R expenses related to the
25 conducting of the business of M-S-R with
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1 respect to the Pacific Northwest Project
2 including salaries, fees for legal,
3 engineering, financial, and other
4 services, insurance costs, equipment
5 costs, and all other expenses properly
6 related to the conduct of such business.
7 6.10 "Pacific Northwest Operating Agreement" means the
8 Operating Agreement between M-S-R and the Members
9 executed concurrently with this Agreement or
10 shortly thereafter, as amended from time to time.
11 6.11 "Pacific Northwest-Pacific Southwest Intertie
� i 12 ( Intertie) " means the extra-high voltage electric
13 - transmission --system-between . the---Paci.f-ic_Southwest . _.
'1' 14 and the Pacific Northwest approved by Congress in
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15 1964 for Federal participation. The Intertie
16 consists of two 500-kV AC lines extending from John
17 Day Substation in Oregon south into the Pacific
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I,I 18 Southwest,..__and . a 1000-kV . DC line extending from
i 19 Celilo Substation in Oregon to Sylmar Substation in
20 Southern California, and expansions, improvements,
21 or additions thereto.
22 6.12 "Pacific Northwest Project" means M-S-R's
23 activities to secure power resources from Pacific
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24 Northwest Utilities for use of and through the
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25 Members' ownership interest in the COTP or rights
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1 to use the Intertie pursuant to Pacific Northwest
2 Project Agreement.
3 6.13 "Pacific Northwest Project Agreements" shall mean
4 M-S-R Project Agreement No. 8, the Pacific
5 Northwest Operating Agreement, this Agreement, and
6 such other agreements which M-S-R may enter into in
'i 7 connection with the Pacific Northwest Project.
8 6.14 "Pacific Northwest Purchase Contracts" mean
9 contracts between M-S-R and Pacific Northwest
10 Utilities for the purchase, sale, and/or exchange
11 of capacity and/or energy at the Point of Delivery.
, I 12 6.15 "Pacific Northwest Utilities" mean one or more
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13 utilities with which M-S-R executes power purchase,
14 sale, and/or exchange contracts on behalf of the
15 Members for use in conjunction with the Members'
16 ownership interest in the COTP.
17 6.16 "Participation Percentages" means the following
18 percentages when ..(.i) .used in the context of general
II 19 and administrative M-S-R activities, and (ii)
20 applicable to M-S-R Pacific Northwest Contracts:
II 21 Percent
22 Modesto 50%
23 Santa Clara 35%
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24 Redding ... 15%
25 100%
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1 and other percentages as the Members may agree upon
2 with respect to a specific M-S-R transaction in
3 accordance with a specific Pacific Northwest
4 Contract.
5 6.17 "Point of Delivery" means the California-Oregon
6 Border and such other point(s) as M-S-R and the
7 Member(s) may agree upon.
8 6.18 "Revenues" means all income, rent, rates, fees,
9 charges, and other moneys derived by a Member from
' i 10 the ownership or operation of its Electric System,
11 including, without limiting the generality of the
12 foregoing: (i) all income, rents, rates, fees,
13 ---- charges,--or-==other_:__moneys-- derivedfrom the sale,
14 furnishing, and supplying of electric capacity
15 and/or energy and other services, facilities, and
16 commodities sold, furnished, or supplied through
17 the facilities of the Electric System, ( ii) the
18 earnings on and income derived from the investment
'I 19 of such income, rents, rates, fees, charges, or
20 other moneys to the extent that the use of such
ii 21 earnings and income is limited to the Electric
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22 System by or pursuant to law and ( iii) the proceeds
23 derived by a Member directly or indirectly from the
24 sale, lease, or other disposition of all or any
' I 25 part of its Electric System as permitted hereby;
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1 but the term "Revenues" shall not include
2 customers ' deposits or any other deposits or
3 advances subject to refund until such deposits or
4 advances have become the property of the Member.
5 6.19 "Revolving Fund" means an account established by
6 the M-S-R Controller and funded by the Members no
7 later than the tenth day of the first month of each
11 , 8 Fiscal Year in an amount equal to the largest
9 expected monthly obligation to be paid by M-S-R
10 under the Pacific Northwest Contracts for the
11 Fiscal Year.
12 6. 20 "Transmission Agreements" mean the agreements
13 between TANC, M-S-R,.. _or -its---Members---and—other
14 utilities for transmission service, energy
15 exchange, or other similar agreements entered into
16 or to be entered into together with any memoranda,
17 agreements, letters of intent, or definitive
11 18 agreements ._providing- for . the transmission of
19 capacity and/or energy associated with Pacific
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20 Northwest Purchase Contracts to or for the account
I ! 21 of the Members, as any such agreement may be
i . 22 amended and supplemented from time to time.
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1 7 . SALE AND DELIVERY OF PACIFIC NORTHWEST PROJECT CAPACITY AND/OR
2 ENERGY:
3 7.1 In consideration of the Members' agreement
4 hereunder to pay Pacific Northwest Monthly Power
5 Costs, each Member shall have an entitlement to its
6 Participation Percentage share of the Pacific
� , 7 Northwest Project power and shall make payment for
8 its share in accordance with Sections 8 and 13
9 herein.
10 7.2 M-S-R will do all things necessary and possible to
II 11 ensure that the obligations of M-S-R are met using
12 the resources available to M-S-R. Such obligations
13 pertain to deliveries of electric capacity and/or
14 energy from the Members at the specified Points cif
15 Delivery and to deliveries of capacity and/or
16 energy to Pacific Northwest Utilities at the
II17 specified times and points of delivery contained in
I 18 contracts between M-S-Rand- _Pacific Northwest
19 Utilities.
20 7.3 M-S-R will do all things necessary and possible to
21 deliver the electric capacity and/or energy of the
22 Pacific Northwest Project pursuant to Project
23 Agreements for the account of the Members at the
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24 Point of Delivery in accordance with their
25 Participation Percentages. The Members shall be
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1 responsible for additional power required as
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' � 2 reserves against planned or emergency service
i . 3 interruptions.
4 7.4 M-S-R Members will do all things necessary and
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1 , 5 possible to accept the delivery of the electric
1' 6 capacity and/or energy of the Pacific Northwest
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11 7 Project pursuant to Project Agreements with M-S-R
it 8 at the Point of Delivery. M-S-R Members will also
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I! 9 do all things necessary and possible to deliver
10 energy to M-S-R at the Point of Delivery to meet
I, ' 11 M-S-R's obligations to provide exchange energy to
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Ii 12 Pacific Northwest Utilities.
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j 13 8. OBLIGATION TO PURCHASE-,=-ANNUAL-BUDGE`F2--BI-LL3=NG=-AND METHOD- OF --
C;j 14 PAYMENT:
' 1 15 8.1 Commencing on the date that Pacific Northwest
j ,, 16 Project deliveries of electric capacity and/or
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I ` 17 energy begin using the Members' ownership interest
i,1 18 in the COTP through- TANC, each Member shall be
19 obligated to pay its share of the Pacific Northwest
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20 Monthly Power Costs as specified in Section 8.5
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1 21 unless such Member is restrained from delivering
I ' 22 such electric capacity and/or energy to its system
23 pursuant to Section 8.2.
1.i 24 8. 2 If an M-S-R Member (i) is unable to receive power
25 from the COTP due to an unconstructed -portion of - -- --
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1 the COTP or due to a failure of a COTP equipment
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II 2 component prior to the commercial operation of the
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3 COTP; ( ii) voted negatively during the TANC
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; , 4 Commission roll call which resulted in a positive
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5 recommendation to declare the COTP commercially
II 6 operable at the next COTP Management Committee
7 meeting; and (iii) identified the physical
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8 deficiency during the TANC Commission meeting which
it 9 was the basis for the negative vote; then the
10 Member shall be relieved of its obligations under
'1 11 this Agreement until such physical deficiency is
12 cured. During the interim period, the remaining
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13 M-S-R Members shall increase their obligations on a
14 pro rata basis such that all obligations of M-S-R
15 under the Pacific Northwest Purchase Contracts are
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16 met, unless other mutually agreeable arrangements
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iI 17 are established.
18 8.3 Each Member agrees to purchase from- M-S-R its
19 respective Participation Percentage share of power
20 purchased by M-S-R pursuant to the Pacific
21 Northwest Purchase Contracts.
22 8.4 In accordance with the annual M-S-R budget process,
23 M-S-R shall include an estimate of Pacific
24 Northwest Monthly Power Costs and revenues for the
25 Fiscal Year. Such annual budget shall reflect the
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i 1 most recent information available to M-S-R pursuant
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; 2 to the Pacific Northwest Purchase Contracts and the
3 Transmission Agreements. The annual -budget shall
H 4 establish the balance required in the Revolving
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jj 5 Fund and any contributions required by the Members.
1' 6 As required from time to time during any Fiscal
7 Year, the Commission may, after twenty-five (25)
8 days ' notice to the Members, require additional
9 Member contributions. -
10 8.5 The payments to be made by each Member for its
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I � 11 share of the total amount of Pacific Northwest
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{ 12 Monthly Power Costs shall be the sum of the
h 13 - following: - - ---
l � 14 8.5.1 The Member 's Participation Percentage
15 times M-S-R's capacity payments as
16 identified in Section 6.9.1 for each
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17 M-S-R capacity purchase in such month.
18 8. 5.2 M-S-R' s energy payments a ments for each M-S-R
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19 energy purchase in such month as
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' 1 20 identified in Section 6.9.2 times a
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H 21 fraction, the numerator of which is the
{ 22 total kilowatthours scheduled to such
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23 Member for each M-S-R energy purchase
24 pursuant to each of M-S-R's Pacific
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! 25 Northwest Purchase Contracts during such
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11 month and the denominator of which is the
2 total kilowatthours scheduled from the
3 Pacific Northwest Project to all Members
1 , 4 for the same M-S-R energy purchase during
. 1 5 such month.
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6 8. 5.3 In the event a minimum charge is assessed
7 to M-S-R by a third party due to the
8 failure of a Member to schedule and
,{ 9 receive energy, then the Member shall pay
10 M-S-R for such charge. If the minimum
i'l11 charge is due to the failure of more than
i ; 12 one Member to schedule and receive
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13 energy, then the Members shall share in
Il. 14 the payment of the charge to M-S-R in
15 proportion to the Members ' respective
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16 failure to schedule and receive energy.
��I' 17 8. 5.4 M-S-R s energypayments for such month
l: � P Yn►
I, 18 identified - in Section 6.9-3 times a
19 fraction, the numerator of which is the
20 total kilowatthours purchased by M-S-R on
21 behalf of the Member for delivery from
22 exchange suppliers and the denominator of
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I,l 23 which is the total kilowatthours
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24 purchased from all exchange suppliers by
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1 M-S-R on behalf of all Members during
2 such month.
3 8.5.5 The Members' Participation Percentage
4 times all costs incurred by M-S-R
'I 5 pursuant to Section 6.9. 4 for such month.
6 8.5.6 If for any reason the wheeling expenses,
7 replacement energy costs, and/or
ji 8 transmission losses incurred by M-S-R
9 pursuant • to the Transmission Agreements
10 are not proportional to the use by each
11 Member, then an adjustment shall be made .
12 in the charges to each Member in
13 - • - propos-tion--to--the--eosts --pa-id :by--.M-S-R__an_ _._- -
14 each Member 's behalf.
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15 8. 5.7 When there is no generation from the
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16 Pacific Northwest Utilities under the
17 Pacific Northwest Purchase Contracts,
18 then any costs -associated- with said
19 contracts not billed in accordance with
20 Sections 8.5.1, 8.5. 2, 8.5.4, or 8. 5. 5
1 21 hereof, shall be apportioned between the
22 Members in accordance with their
23 Participation Percentages.
24 8. 5.8 There shall be applied, as a credit
25 against Pacific Northwest Monthly Power
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1 Costs, all receipts, revenues, insurance
2 proceeds, and other moneys received from
1;I 3 the sale or other disposition of surplus
4 Pacific Northwest Project capacity and/or
5 energy.
6 8.6 The M-S-R Controller will invoice the Members for
7 the costs pursuant to Section 8.5. Amounts shown
ir; 8 on the invoices to the Members are due and payable
9 twenty-five (25) days after the date of the
10 invoices and shall bear simple interest from that
11 date until paid at the lesser of: ( i) the rate of
12 five (5) percent per annum plus the average Federal
13 Funds Rates published by Merrill Lynch for the week
14 prior to the date of delinquency (or replacement
15 rates as established by the M-S-R Commission in the
16 event these rates are no longer published) or ( ii)
17 the maximum rate as permitted by law.
18 8.7 If a Member _ shall question or dispute the
19 correctness of any billing statement by M-S-R, it
fl 20 shall pay M-S-R the amount shown on the billing
21 statement when due and shall within thirty ( 30)
22 days thereafter provide M-S-R with a detailed
23 statement showing all claims of error . If the bill
i ' 24 is determined to be incorrect, M-S-R will issue a
25 corrected bill and make any necessary adjustment on
26
17
I 27
28
Il
All
11,
Ilii
IIS 1 the billing statement immediately following such
II
II 2 determination. If M-S-R and the Member fail to
3 agree on the correctness of a bill within thirty
4 (30) days after the Member has provided such
I .
5 detailed statement, M-S-R and such Member shall
6 promptly seek settlement of the dispute by a court
7 of competent jurisdiction (rather than seeking to
8 settle the dispute by arbitration) . Such action,
9 however, shall not be a basis for excuse of
10 performance of any Party's obligation under this
11 Agreement.
12 8.8 The obligation of a Member to make payments
13 hereunder shall not be subject to any reduction,
14 whether by offset, counterclaim, recoupment or
15 otherwise, and shall not be otherwise conditioned
16 upon the performance by M-S-R under this Agreement
,i
17 or any other agreement or instrument; provided,
18 however, that nothing contained herein shall be
19 construed to prevent or restrict a Member from
20 asserting any other rights which it may have
ii
21 against M-S-R under this Agreement or under any
22 provision of law, including the institution of
23 legal proceedings for specific performance or
24 recovery of damages.
II
25
26
'i 18
27
i
28
Iii
111 111
1 8.9 The M-S-R Controller shall be responsible for
I�.
2 maintaining the records of the Revolving Fund.
3 Once the balance of the Revolving Fund is
4 determined for the beginning of each Fiscal Year,
5 it will be the responsibility of the M-S-R
6 Controller to notify the Members within twenty-five
7 (25) days pursuant to Section 19. 2 of this
I
8 Agreement, of additional cash requirements
9 necessary to bring the Revolving Fund to the proper
! i
; i 10 balance consistent with the Participation
11 Percentages of the Members. Payments by the
12 Members shall be within twenty-five ( 25) days of
13 the date of the invoice. The M-S-R Controller will
I ,
' i 14 pay M-S-R's obligations under the Pacific Northwest
15 Purchase Contracts from the Revolving Fund account
IIS
16 and deposit all Member payments into the Revolving
17 Fund account.
1I
' 18 9. SCHEDULING. OF DELIVERIES: _ -.. -
19 9.1 Each Member shall be entitled to schedule at the
20 Point of Delivery for its account, through M-S-R,
' I
' ! 21 capacity and/or energy from the Pacific Northwest
; � 22 Project up to the amount obtained pursuant to its
1
it 23 Participation Percentage of M-S-R's available
! I 24 capacity and/or energy in accordance with the
11,
25 Pacific Northwest Operating Agreement.
26
19
27
28
II , .
1
i 1 9. 2 The delivery of capacity and/or energy from the
2 Project or return of capacity and/or energy to
3 M-S-R will be scheduled by M-S-R based on the
1 4 schedules received from the Members in advance, in
I
5 accordance with the Pacific Northwest Operating
6 Agreement and
i'
7 procedures adopted by M-S-R -from time to time, and
8 accounted for on the basis of such advance
I
9 schedules. M-S-R will use its best efforts to
I 10 cause the delivery of capacity and/or energy to the
II 11 Point of Delivery for the account of the Members in
' I
12 accordance with the schedule and each Member will
H
13 use its best efforts to cause the return of
ii
14 capacity and/or energy to the Point of Delivery for
I :
; 15 the account of M-S-R in accordance with the
II
H 16 schedule.
1
17 9.3 Capacity and/or energy scheduled by M-S-R and the
18 Members for delivery and return shall -be measured
II
19 at the Point of Delivery. The Members ' entitlement
20 to deliveries of capacity and/or energy associated
i'
21 with its Participation Percentage, but not the
22 Members' payment obligation, shall be reduced by
23 any transmission losses as billed by the wheeling
i
I
24 utility resulting from delivery of such capacity
'I 25 and/or energy to the Points of Delivery.
ii
26
20
27
1 28
II
it
4•
S
1 9.4 Further scheduling obligations of M-S-R and the
2 Members and the details thereof will be established
3 under the Pacific Northwest Operating Agreement.
4 10. POINT OF DELIVERY:
!
5 10.1 Capacity and/or energy scheduled by the Members
6 pursuant to Section 9 of this Agreement will be
7 delivered at the Point of Delivery. Such
8 deliveries will be properly adjusted for
9 transmission losses assigned to the capacity and/or
10 energy from the source of the capacity and/or
11 energy to the Point of Delivery pursuant to
12 applicable Pacific Northwest Purchase Contracts
13 containing transmission wheeling charges and
14 Transmission Agreements.
1 15 10.2 Each Member shall be responsible for delivery of
H 16 capacity and/or energy and transmission losses from
17 the Point of Delivery to the Member ' s system or the
1 18 system of the Member's designee. -
19 10.3 The Point of Delivery may be changed or additional
I
20 Points of Delivery may be added as M-S-R and the
I
0 21 Member(s) agree upon from time to time in
22 conformity with transmission arrangements then in
23 effect, provided that each Member will continue to
24 be responsible for all transmission costs incurred
25 directly or indirectly on its behalf by M-S-R.
26
21
27
li 28
4111 4110
1 11 . REACTIVE POWER:
,
1 2 Each Member will be responsible for its proportionate share of
'i
3 any costs incurred by M-S-R, or its agent, or associated with
4 maintaining a required power factor under Pacific Northwest
II 5 Purchase Contracts or agreements with other participants in
��I
6 the COTP.
1 '1 7 12. DUTIES AND RESPONSIBILITIES OF M-S-R:
8 12.1 The duties and responsibilities of M-S-R under the
9 Project Agreements shall be subject to the
10 administration of the M-S-R Commission. The
11 Members shall be entitled to participate in the
12 decisions of the Commission with respect to the
13 Pacific Northwest Project in accordance with voting
14 rights given to them, as Members, under the Joint
1 15 Powers Agreement. M-S-R through its Commission
i
H 16 shrill have the following duties and
17 responsibilities, among others:__
I, 18 12.1.1 Provide periodic reports to the Members
I
19 at the management level with respect to
I
'I 20 the Pacific Northwest Project.
21 12.1.2 Review, discuss, and attempt to resolve
22 any disputes between M-S-R, the Members,
, I 23 and Pacific Northwest Utilities in
I
24 accordance with M-S-R's rights under
it 25 Pacific Northwest Purchase Contracts.
26
22
1 27
i 28
I'
1
4111
1110
,111
1 12.1.3 Review, modify, and approve the practices
j 2 and procedures to be followed by the
3 Members for the scheduling and
4 controlling of capacity and/or energy
5 from the Pacific Northwest Project.
6 12.1.4 Review, modify, and approve all
7 amendments and supplements to the Pacific
8 Northwest Project Agreements.
9 12.1.5 Approve all consultants or advisors,
10 including but not limited to financial
II
11 advisors and legal counsel.
12 12.1 .6 Perform such other functions and duties
13 as maybe provided for herein or in other
14 Pacific Northwest Project Agreements or
15 as may otherwise be appropriate.
16 12.1.7 Arrange for periodic audits of the books
17 and records of the Pacific Northwest
18 Utilities in accordance with Pacific
19 Northwest Purchase Contracts.
20 13. RATES AND CHARGES:
21 13.1 Each Member shall establish rates and charges for
22 electric service provided by its Electric System so
23 as to provide Revenues sufficient, together with
24 other available funds derived from its Electric
25 System, to pay all amounts payable when due under
26
23
27
28
i1
0411/
I
il 1 this Agreement and to pay all other amounts payable
2 from, and all lawful charges against or liens upon,
3 the Revenues of its Electric System.
i
4 13. 2 Each Member shall make payments under this
5 Agreement from any funds or revenues available to
6 the Member for purposes of satisfying any
'I' 7 provisions of this Agreement.
1I 8 13.3 Except as otherwise provided in Section 14. 3 of
iI 9 this Agreement, no Member shall be liable under
I
10 this Agreement for the payment obligation of any
1
11 other Member.
I ' 12 13.4 Each Member covenants and agrees that it shall, at
I
I , i3 all times; operate its Electric System and the
I
14 business in connection therewith in an efficient
1 ' 15 manner and shall maintain its Electric System in
i
16 good repair, working order, and condition and shall
1, 17 cooperate with M-S-R in the performance of the
I18 respective obligations of such Member and M-S-R
.
19 under this Agreement.
20 13.5 As long as a Member is a party to this Agreement,
21 the Member further agrees that it will not take any
22 action which will lead to its withdrawal as a
li
ill
1,1 23 Member of M-S-R or other termination of its
! I
H 24 membership in M-S-R during the term of this
fi
25 Agreement and that it will not vote for or
26
24
27
1 28
4110
1 otherwise participate in any action to dissolve or
2 otherwise terminate the existence of M-S-R during
3 the term of this Agreement.
4 14. EVENT OF DEFAULT:
5 14.1 Upon failure of a Member to make any payment in
6 full when due under this Agreement or to perform
ii7 any other obligation hereunder, M-S-R shall
8 promptly make demand upon such Member, and if said
9 failure is not remedied within twenty-five ( 25)
10 days from the date of such demand, it shall
11 constitute a default at the expiration of such
12 period. Notice of such demand shall be provided to
13 the other Members by M-S-R.
14 14.2 Upon the default of any Member hereunder, M-S-R
15 shall use its best efforts to sell and transfer all
16 or a portion of such Member 's Participation
17 Percentage of Pacific Northwest Project capacity
18 and/or energy for all or a portion of the remainder
19 of the term of this Agreement.
20 14.2.1 M-S-R shall first offer such portion to
21 the other Members in proportion to their
j 22 respective Participation Percentages at
23 the time of such default at a price equal
24 to the total obligations hereunder of the
25
26
25
27
28
1110
1 defaulting Member, in accordance with
2 this Agreement.
3 14 .2. 2 If any nondefaulting Member declines to
4 purchase all of its portion of the
5 Participation Percentage of a defaulting
6 Member, any remaining nondefaulting
7 Member, if it has accepted the first
8 offer, shall have the right to acquire
9 all or a portion of the remaining
•
10 Participation Percentage of a defaulting
11 Member.
12 14.2.3 If any part of such capacity and/or
13 energy cannot be sold to the other
14 Members, M-S-R shall use its best efforts
15 to sell and transfer such capacity and/or
16 energy to others at a price at least
17 equal to the total obligations hereunder
1 18 of the de- faulting Member, in accordance
19 with this Agreement.
20 14.2.4 If all or any portion of the defaulting
21 Member 's Participation Percentage of
22 Pacific Northwest Project capacity and/or
' i 23 energy is sold and transferred, the
•
II 24 defaulting Member 's obligation shall not
25 be reduced, and the defaulting Member
26
Ij 26
27
I ; 28
II
411,
1 shall remain liable to M-S-R to pay the
2 full amount of its Participation
3 Percentage of monthly costs as if such
4 sale had not been made, except that such
5 liability shall be discharged to the
1. 6 extent that M-S-R shall receive payment
1 7 from the purchaser or transferee thereof.
8 14.3 If any part of a defaulting Member 's Participation
9 Percentage cannot be sold to the other Members or
it 10 to a third party, the Participation Percentage of
11 each nondefaulting Member shall be automatically
11
12 increased to the ratio between such nondefaulting
13 Member 's Participation Percentage and the aggregate
14 of the Participation Percentages of the
15 nondefaulting Members expressed as a percentage.
1 16 14. 3.1 Such increase shall be for purposes of
17 allocating Pacific Northwest Monthly
18 Power Costs for the remaining term of
19 this Agreement and the defaulting
20 Member 's Participation Percentage shall
I
21 be reduced correspondingly; provided,
22 however, that the maximum increase for
23 any nondefaulting Member shall not exceed
li 24 twenty-five (25) percent of the
i
25 nondefaulting Member ' s original
; 26
27
27
28
4111 •
1 Participation Percentage. Such increase
2 shall become effective only after
3 sufficient time is allowed for M-S-R, in
4 its sole determination, to decide if such
5 default by the Member is permanent, but
6 in no event less than thirty (30) days
nor more than six (6) months from the
7
8 date of such default.
9 14.3.2, If any portion of the defaulting Member ' s
10 Participation Percentage of Project
11 capacity and/or energy remains available,
12 after applying the maximum increase to
13 - the nondefaulting Members ' Participation
14 Percentages, then M-S-R shall use its
15 best effort to sell such portion of
16 Participation Percentage of Project
17 capacity and/or energy to others at the
18 best available price, . with the
19 nondefaulting Members having a right of
20 first refusal in proportion to their
21 Participation Percentage.
22 14. 3.3 Any revenues received by M-S-R from any
23 transfer of the defaulting Member ' s
it
24 Participation Percentage of Pacific
25 Northwest Project capacity and/or energy
26
28
27
28
411
1 shall be applied to reduce the payments
2 due from the Members.
3 14.3.3.1 Such revenues shall be first
4 used to offset payments from
5 the nondefaulting Member(s) if
6 (i) the nondefaulting Members'
7 Participation Percentage
8 increased because of the
9 default and (ii) the Pacific
10 Northwest Monthly Power Cost
11
11 associated with the increased
12 Participation Percentage is
13 above an equivalent supply of
14 capacity and/or energy
15 available to the nondefaulting
1
II
16 Member(s) . Revenues shall be
17 allocated to the nondefaulting
1 18 Member(s) in proportion to
19 their increased Participation
20 Percentages to the degree that
21 the net Pacific Northwest
22 Monthly Power Cost, after the
23 application of revenues,
24 becomes equal to the cost of an
25 equivalent supply of capacity
26
29
27
28
411
1 and/or energy to the
2 nondefaulting Member (s) .
3 14. 3. 3. 2 Any revenues remaining after
4 the allocation procedures of
5 Section 14.3.3.1 shall be used
6 to offset the obligations of
Ii 7 the defaulting Member.
8 14.3.3.3 No such revenues received by
9 M-S-R shall discharge such
II
10 defaulting Member from its
11 remaining obligations under
12 this Section.
it 13 14.4 If the defaulting Member shall fail or refuse to
14 pay any amounts due to M-S-R, the fact that any
! 15 other Member has increased its obligation to make
16 such payments shall not relieve the defaulting
17 Member of its liability for such payments.
18 15. TRANSFER, ASSIGNMENT, SALE, AND EXCHANGE OF CAPACITY AND/OR
19 ENERGY AND RIGHTS THERETO:
20 15.1 As used in this Section 15, the term "Transfer, "
21 when relating to capacity and/or energy purchased
22 by M-S-R under any Pacific Northwest Purchase
23 Contract shall mean the transfer, assignment, sale,
24 exchange, or other disposition of any such capacity
25 and/or energy.
26
1 30
27
28
c
• •
i l;
1 15.2 Other than this Section and Sections 15.3, this
2 Agreement places no restraint upon any Transfer of
3 all or part of a Member 's Participation Percentage
4 in the Pacific Northwest Purchase Contracts.
5 15. 2.1 Such Transfer shall not relieve the
6 Member making such Transfer of its
7 obligations under this Agreement, unless
8 the recipient of Transfer is one or more
1' 9 of the other M-S-R Members.
10 15. 2.2 Before a Member completes a Transfer of
11 capacity and/or energy under any Pacific
12 Northwest Purchase Contract, such
13 capacity and/or energy must be offered to
14 the other M-S-R Members.
15 15. 2.3 Consistent with specific direction given
16 by the M-S-R Commission, M-S-R shall have
17 the right to use the generation from
18 M-S-R's other M-S-R resources available
19 to meet M-S-R's obligation to return
20 capacity and/or energy to Pacific
21 Northwest Utilities pursuant to any
{ 22 Pacific Northwest Purchase Contract.
23 15.3 No Member shall transfer ownership of all or
24 substantially all of its Electric System to
i
' I 25
26 31
27
28
it
,I.
•
S
j 1 another entity until it has first complied with the
II 2 provisions of this Section.
3 15. 3.1 Before the date of such transfer, the
4 rights and obligations of the
5 transferring Member under this Agreement
6 shall have been disposed of by transfer,
7 assignment, sale, or exchange pursuant to
8 provisions and limitations of this
9 Section 15 effective as of the date of
it
10 the transfer.
11 15.3. 2 M-S-R may require that sufficient moneys
12 from the transferring Member be collected
1 I.
13 to discharge financial obligations and
14 that such moneys be irrevocably set aside
15 and maintained in a trust account, as a
I' 16 condition to the transfer of the Electric
17 System, if no other adequate assurance is
18 available.
19 15.3.3 A consolidation with another governmental
20 entity or change in governmental form is
21 not deemed a transfer of ownership.
22 16. SALE OF EXCESS PACIFIC NORTHWEST PROJECT CAPACITY AND/OR
23 ENERGY
II
24 16.1 In the event a Member shall elect to sell all or
25 any part of the capacity and/or energy to which it
26
32
27
28
• •
1 is entitled under this Agreement or determine that
2 all or any part of the capacity and/or energy which
3 can be produced from the Pacific Northwest Project
11 4 is in excess of the requirements of the Member,
5 M-S-R shall, at the written request of the Member,
i, 6 use its best efforts to sell and transfer on behalf
7 of the Member for any period of time, all or any
,I
8 part of such capacity and/or energy to such other
1, _
9Members as shall agree to take such capacity or
10 energy at such prices as may be agreed to, provided
', 11 however, that in the event the other Members do not
' 1 12 agree to take the entire amount of such capacity
13 and/or energy, M-S-R as agent shall have the right,
1 14 on behalf of the Member, to dispose of such
I ' 15 capacity and/or energy to others at the best
16 available price above a minimum price established
17 by the selling Member.
18 16.2 If all or any portion of such capacity and/or
19 energy is sold pursuant to this Section 16, the
� 1 20 Member shall remain liable and continue to make
11 21 payments to M-S-R for its share of the full Pacific
I 22 Northwest Monthly Power Costs as if such sale had
23 not been made; provided, however that such
24 liability shall be discharged to the extent that
II
! ! 25 M-S-R has received payment for such capacity and/or
1,1
26
33
! 27
it
28
11
s •
1 energy from another purchaser or purchasers thereof
2 and provided further, that any amounts received by
it
3 M-S-R as payment for such capacity and/or energy
4 which is greater than the amounts owed by the
5 Member to M-S-R in respect to such capacity and/or
6 energy shall be promptly paid by M-S-R to the
7 Member.
8 17. OPERATION AND MAINTENANCE:
II
9 Subject to the provisions of the Pacific Northwest Operating
10 Agreement, M-S-R covenants and agrees that it will use its
11 best efforts to manage and perform M-S-R' s obligations under
12 the Pacific Northwest Purchase Contracts or cause the same to
13 be managed in an efficient and economical manner.
14 18. LIABILITY OF M-S-R MEMBERS:
15 18.1 M-S-R has entered into this Agreement for the
16 benefit of its Members and the Members are bound
17 only by the terms of this Agreement between the
18 Parties.
19 18. 2 Each Member agrees that neither M-S-R nor any of
II 20 its Commissioners, officers, employees, or agents
II 21 shall be liable to the Members for direct or
I'I
iI 22 consequential loss or damage suffered by the
23 Members as a result of the performance or
24 nonperformance p (whether negligent or otherwise) of
� I
' 25 M-S-R under this Agreement. Each Member releases
i
26
34
27
28
i If
, • •
II
II,II .
I' 1 M-S-R and its Commissioners, officers, employees,
I' '
II
2 and agents from any claim or liability incurred as
3 a result of any actions or inactions of M-S-R under
i
4 any Project Agreement.
5 19 . NOTICE AND COMPUTATION OF TIME:
HI 6 19. 1 Any notice or demand made under this Agreement
i .
7 shall be deemed properly given if mailed certified
i.
III, 8 mail, postage prepaid, return receipt requested or
i 9 by Express Mail, or by telecopy and addressed as
I " 10 follows:
'I
I' 11
12 M-S-R:
General Manager
13 M-S-R Public Power Agency
I P.O. Box 4060
14 Modesto, CA 95352
H telecopy: ( 209) 526-7575
15
Modesto Irrigation District:
16 Chief Executive Officer
II Modesto Irrigation District
I . 17 P.O. Box 4060
ii Modesto, CA 95352
h 18 telecopy: ( 209) 526-7575 .
1
I
1i 19 City of Santa Clara:
it City Manager
Hj ', 20 City of Santa Clara
it 1500 Warburton Avenue
I , 21 Santa Clara, CA 95050
II telecopy: (408) 241-8291
I�'I 22
City of Redding:
I 23 City Manager
City of Redding
II
24 760 Parkview Avenue
u Redding, CA 96001
I'
25 telecopy: (916) 224-4389
' I 26
I
H 35
27
I.
'I 28
111 �
ISI,.
•
110
•
1 19.2 Any payment or invoice under this Agreement shall
2 be deemed properly given if mailed certified mail,
3 postage prepaid, return receipt requested ed or by
ii
4 Express Mail, or by telecopy (in the case of
5 invoices) and addressed as follows:
6
il. 7
8 M-S-R:
Controller --- _
9 M-S-R Public Power Agency
P.O. Box 4060
10 Modesto, CA 95352
telecopy: (209) 526-7575
11
Modesto Irrigation District:
12 Controller
I ' Modesto Irrigation District
13 P.O. Box 4060
Modesto, CA 95352
14 telecopy: (209) 536-7575
15 City of Santa Clara:
Electric Department
16 Attn: Accounts Clerk
City of Santa Clara
17 1500 Warburton Avenue
Santa Clara, CA 95050
18 telecopy: (408) 241-8291
19 City of Redding:
Director, Electric Department
20 City of Redding
760 Parkview Avenue
21 Redding, CA 96001
telecopy: (916)224-4389
22
23
ii 19.3 In computing any period of time after notice has
24
been given pursuant to Section 19.1 or after
25
invoices have been rendered or payments have been
26
36
'II 27
it
i' 28
- { •�
• • , a
1 made pursuant to Section 19.2, such period shall
,I
2 commence on the date mailed. The designation of
3 the name and address to which any such notice or
. 4 demand is directed to a Party may be changed at any
5 time and from time to time by such Party giving
6 notice to the other Parties as above provided.
7 20. APPLICABLE LAW:
8 This Agreement is made under and shall be governed 'by the laws
Ij _
9 of the State of California.
10 21. SEVERABILITY:
11 If any section, paragraph, clause or provision of this
II
12 Agreement shall be finally adjudicated by a court of competent
13 jurisdiction to be invalid, the remainder of this Agreement
II
i .
,I 14 shall remain in full force and effect as though such section,
Ii 15 paragraph, clause, or provision or any part thereof so
16 adjudicated to be invalid had not been included herein.
17 22. ASSIGNMENT OF AGREEMENT:
I .
18 This Agreement shall inure to the benefit of and shall be
,I 19 binding upon the respective successors and assigns of the
i
H20 Parties to this Agreement; provided, however, that except as
ii
H 21 provided in Sections 14 and 15, neither this Agreement nor any
h
I . 22 right or interest herein shall be transferred or assigned by
{
'.i 23 any Party hereto so long as any of the obligations under the
I ! 24 Pacific Northwest Purchase Contracts have not been fulfilled
II
� I 25 . or until adequate provision for the satisfaction of such
L 26
37
H
27
I.
28
1
III
r C,
III
1
1 obligations has been made by the Party and its successors or
2 assignees.
3 23. MEMBERS' OBLIGATIONS SEVERAL:
4 The obligation of each Member to make payments under this
5 Agreement to M-S-R is a several obligation and not a joint
6 obligation with those of the other Members.
7 24. PACIFIC NORTHWEST UTILITIES AS THIRD-PARTY BENEFICIARIES:
i.
8 The Parties agree that, among other things, this Agreement is
9 made and entered into for the benefit of the Pacific Northwest
10 Utilities as third-party beneficiaries, and any Pacific
11 Northwest Utility shall have the right, as an express
12 third-party beneficiary, to enforce this Agreement by legal
13 action, suit in equity or any other applicable legal remedy.
14 25. HEADINGS NOT BINDING:
15 The headings and captions in this Agreement are for
I' 16 convenience only and in no way define, limit or describe the
I;
r 'I, 17 scope or intent of any provisions or sections of this
18 Agreement.
19 IN WITNESS WHEREOF, each Member has executed this Agreement
20 with the authorization of its governing body, and caused its
i
;1 21 official seal to be affixed and M-S-R has executed this Agreement
11 22 in accordance with the authorization of its Commission.
23
24
25
I' 26
I 38
27
1 28
II
II
I'
' Ill
it '
1 M-S-R PUBLIC POWER AGENCY CITY OF SANTA CLARA
2
3 By By
4
5 Attest By
III
I 6
7 Attest
8 (SEAL) (SEAL)
9 MODESTO IRRIGATION DISTRICT CITY OF REDDING
10
11 By By
12 President
13 By Attest
14 Secretary
15 (SEAL) (SEAL)
16
17
18
t ! 19
H
20
21
22
23
1I 24
25
r 26
39
I
27
28
1I