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Amendment No. 01
Contract No. 09ES-11090
AMENDMENT
executed by the
BONNEVILLE POWER ADMINISTRATION
and
CITY OF PORT ANGELES
This AMENDMENT to Energy Conservation Agreement Contract No. 09ES-11090
(Agreement) is executed by the UNITED STATES OF AMERICA, Department of Energy,
acting by and through the BONNEVILLE POWER ADMINISTRATION (BPA) and CITY
OF PORT ANGELES (Port Angeles).
This Amendment No. 01 (Amendment) between BPA and Port Angeles extends the
expiration date of the Agreement by one year.
BPA and Port Angeles agree:
1. EFFECTIVE DATE
This Amendment shall take effect on the date executed by the Parties.
2. AMENDMENT OF AGREEMENT
BPA and Port Angeles amend the Agreement as follows:
(a) Section 1(a) of the Agreement shall be deleted and replaced by the following:
"(a) This Agreement takes effect on the date signed by both Parties
(Effective Date), and expires on September 30, 2015, unless
terminated earlier as provided in section 6, Termination. Except as
provided for in section 3(c), all liabilities shall remain until satisfied."
(b) Section 2(h) shall be deleted and replaced by the following:
"N "Implementation Period" means the period of time from the Effective
Date through September 30, 2015."
P IORT V,I N i
A
WASH I N G T O N, U. S. A.
L441WA CITY COUNCIL MEMO
Date: March 4, 2014
To: CITY COUNCIL
From: Craig Fulton, Director of Public Works &Utilities
Subject: Bonneville Power Administration Energy Conservation Agreement
Amendment#1
Summary: The Bonneville Power Administration has offered Amendment#1 to its Energy
Conservation Agreement with the City. The proposed amendment extends the agreement by an
additional year, providing funding for the City's conservation programs through September 2015.
Recommendation: Authorize the City Manager to sign the Amendment to Energy
Conservation Agreement with the Bonneville Power Administration, and any subsequent
amendments to the Energy Conservation Agreement.
Background/Analysis: In September of 2009, the City entered into the Energy Conservation
Agreement with the Bonneville Power Administration. The Agreement provides funding for the
City's energy conservation programs and replaces the Conservation Augmentation Agreement, the
Conservation Rate Credit, and the Conservation and Renewables Discount. The Agreement covered
a five-year period that coincided with the Northwest Power and Conservation Council's 6th Power
Plan and expires September 30, 2014.
The proposed Energy Conservation Agreement Amendment#1 extends the agreement term through
the period ending September 30, 2015. The current implementation budget for the Agreement is
$1,777,668.
Staff requests that the City Council authorize the City Manager to sign Amendment#1 to the Energy
C1.7
Conservation Agreement with the Bonneville Power Administration, and any subsequent
amendments to the Energy Conservation Agreement.
N:\CC0UNC1L\DEPD1R\Bonnevi11e Power Administration Energy Conservation Agreement Amendment.doc
CONTRACTING ROUTE SLIP RT?0
?0 RT
SUBJECT: Agreement Amendment#1 to Energy Conservation
Agreement
Phil Lusk DATE: 5 February
ORIGINATOR: .V.., � 2014 KS ANa
To: ACTION REQUESTED: INITIAL: DATE:
1. Craig Fulton Review and forward to City Clerk for
Execution by the City Manager
2. City Clerk Forward to City Manager for Execution
3. City Manager Sign partially executed agreement and
return to CC for routing back to Originator I
4. City Clerk Retain one copy as needed for files; return
one(1) executed copy to Originator
5.
6.
7.
8.
9.
ORIGINATOR This amendment extends the expiration date of the City's Energy
COMMENTS: Conservation Agreement by one year, to 30 September 2015.
CITY COUNCIL N/A
STATUS
ACCOUNTING N/A
Reviewer Comments:
ck"
j, NGELES
WASH I N G T O N, U. S. A.
CITY COUNCIL MEMO
Date: September 15, 2009
To: CITY COUNCIL
From: Glenn A. Cutler, Director of Public Works &Utilities
Subject: Bonneville Power Administration Energy Conservation Agreement
Summary: The Bonneville Power Administration offered an Energy Conservation Agreement to
the City. The proposed agreement covers a five-year period, allows a smooth transition between
Bonneville Power Administration rate periods, and would provide additional funding to the City for
local conservation efforts.
Recommendation: Authorize the Mayor to accept the Energy Conservation Agreement with
the Bonneville Power Administration.
Background/Analysis: The Bonneville Power Administration(BPA) offered the City a new
Energy Conservation Agreement that covers a five-year period that coincides with the Northwest
Power and Conservation Council's 6t" Power Plan. The proposed Agreement would provide a
smooth transition for conservation activities between BPA rate periods by providing funding in the
event the conservation rate credit isn't available. The proposed agreement replaces the Conservation
Acquisition Agreement.
The proposed Energy Conservation Agreement is optional and if the City wants to participate it must
be accepted by September 30, 2009. If the City accepts the agreement BPA would provide an
additional $60,000 per year for local conservation efforts. This amount is in addition to the BPA
funding provided through the conservation rate credit. The proposed Energy Conservation
Agreement would provide rebates to residential and commercial electric utility customers such as
insulation, heat pumps, replacement windows, and Energy Star appliances.
On September 8, 2009, the Utility Advisory Committee forwarded a favorable recommendation to
City Council to authorize the Mayor to accept the Energy Conservation Agreement with the
Bonneville Power Administration.
N:\CCOUNCIL\CC2009\CC0915\Bonneville Power Administration Energy Conservation Agreement.doc
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Contract No. 09ES-IlOA0
ENERGY CONSERVATION AGREEMENT
executed by the
BONNEVILLE POWER ADMINISTRATION
and
CITY OF PORT ANGELES
Table of Contents
Section Page
1. Term.....~......,,~,.....^.....,,.,,........^...,.,,`~,.,,.,,,,,,`^~~`^.^`~^~~`^,..~~^-~~.......~,..^``~..^~,^^^^. 2
2. Dmfixx8tiona..~....,,..,....,.,,...,...,.........,,,,.-..,...,,.,....,...~..,.....~.,..........,.........~... 2
3. Purchase ofEnergy S .......,.,.................,.,,,.~.,................~................. 3
4. Implementation Bmdget..............,,..........~....~,,...,..,...................,,............... 4
5. Project Implementation.^.^...~~~__,..._,..,.~..~~...,~..,..,..~.^.~~~~~~~~~,.....,_,~ 4
6. Termination 0
7. Standard Provisions.~..,..~.......,,...~_~....,.,..~..~~..~...,~~,,.,~~~.,.~,,~,,,,,,~, 6
ELGoverning Law and ................................................... 7
9. Uncontrollable Fomrces,.^..~.,,.,,.,,....,~...^.~.~..-.,.......^.,~...,.,,,,,~.,,~,,,,,.~ 9
10. Notices and Contact Information............................................................... 10
11. Signatures...........................,,,,^.._,,_........................^.,..,,...^..^.........._,.~_..... 11
ExJhibitA implementation Budget
This ENERGY CONSERVATION AGREEMENT(Agreement) is executed by the
UNITED STATES {)F AMERICA, Department of Energy, acting 6v and through the
BONNEVILLE POWER ADMINISTRATION(BPA)' and the CITY OF PORT ANGELES,
(Port Angeles), azouniuipal utility organized under the laws of the State ofWashington,
and may be referred to individually as '^I`arb/'orcollectively as "Parties."
RECITALS
BIAiorequired 6n the Pacific Northwest Electric Power Planning and Conservation
Act, l6lJ.S.C, §& 889'839b (DTortbvvemtPnvver&ot), tozuoetthaoettlrcuponvorload
requirements of its customers io the Pacific Northwest.
I3IAie authorized to acquire Conservation to reduce the Drnz power load
requirements of its oomtonnera in the Pacific Northwest.
I}IAoffeoo a portfolio of initiatives and infrastructure support activities to ensure
the conservation targets established in the Northwest Power and Conservation [)ouuoiI'o
Sixth Power Plan are achieved.
Beginning October 1, 2009, BPA will transition to two-year rate periods.
Understanding that conservation projects can extend beyond two years, BPAufferm this
Agreement to to customers implementing Conservation projects
and programs.
This Agreement iauo overarching agreement that incorporates the requirements of
the Conservation Rate Credit and Conservation Acquisition Agreement Implementation
Manual (Implementation Manual), or its succ0000r. This Agreement includes an
Implementation Budget intended to satisfy BPA's obligations during the term of this
Agreement, including obligations during rate periods where a conservation rate credit may
not hoavailable. Assurance of funding through this Agreement ia intended toencourage
BI\A'a oomtozmoru to continue implementation of their conservation programs and projects.
Port Angeles intends to install cost-effective Measures within its service area,
producing a quantity of cost-effective Energy Savings, and report such achievements in the
Planning, Tracking and Reporting(PTIt) system, or its successor.
|
The Parties agree aefollows:
I. TERM
(a) This Agreement takes effect oo the date signed 6v both Parties (Effective
Date), and expires on September 30, 2014` unless terminated earlier ae
provided io section 6' Termination. Except ue provided for io section 3(u), all
liabilities shall remain until satisfied.
(b) The Parties agree that on the Effective Date, this Agreement shall replace
Conservation Acquisition Agreement No. OSl0S-lOS72 and transfer all Work
in Progress initiated under the requirements of the Implementation Manual,
or its successor, tuthis Agreement. Port Angeles agrees that 000ther
invoices shall be paid bvBIA for Completed Units delivered under
Conservation Acquisition Agreement No. 06]0S'1U072.
2^ DEFINITIONS
All capitalized terms used in this Agreement shall have the following meaning:
(u) "Completed Unit"means a Unit that ia properly installed, operating and,
when applicable, commissioned in accordance with the manufacturer's
requirements and opouifioatiouofor normal operations and, as applicable, has
met specifications and requirements set forth in the Implementation Manual,
or its successor, and the PTIlsystem.
(b) "Conservation" means any reduction in electric energy consumption resulting
from un increase io the efficiency oC electric energy use, production ur
distribution.
(c) "Consumer"means any end user of electric energy in Port Angeles'service
area that contributes to Port Angeles'total retail load,
O8E8'IlO9O' Port Angeles 2
(d) S means the ascribed, deemed, calculated,
evaluated, orvarifimd Conservation, iufirat year kilowatt-hours (kWb)
attributable to Completed Units.
(e) "Fiscal Year"means the period beginning eudz October I and ending the
fhDnvviog September 30.
(f) "Implementation Budget"means the amount o[money BPA shall make
available to Port Angeles, included iu Exhibit A' tu expend on
Implementation Costs during the Implementation ]Period.
(g) "Implementation Costs"means the sum of all or part of the actual total costs
to install or implement Measures that result iu Completed Units.
(h) "Implementation Period" means the period of time from the Effective Date
through September 8O, 2OI4.
(i) "Moaouce(o)"rueuua materials ur equipment installed, or activities
implemented, to achieve Conservation.
G)
"Other Requirements"means any revision, restriction, nr alteration,which
BPA may impose oo any Measure uou result of any directive nr order ofany
court nr regulatory agency of competent jurisdiction, or the result oyufinal
record of decision of any process conducted by BPA pursuant to the National
Environmental Policy Act.
W °lJoit"means any Measure or combination oy Measures that achieve
Conservation.
(l) "Work in Progress"means Units committed tobv Port Angeles, the
installation of which has not been completed to make such Units Completed
Units.
3. PURCHASE OF ENERGY SAVINGS
(u) BPA agrees to provide reimbursement and, if available, accept claims toward
u conservation rate credit provided for the purchase of Energy Savings. Port
Angeles agrees to sell toBIA the Energy Savings from Completed Units
installed iu accordance with this Agreement.
(b) Port Angeles may request additional Implementation Budget at any time
during the term uf this Agreement. IfBIg\ approves the request, I9PAshall
send a revised Exhibit Ato Port Angeles.
(c) TJo1mom otherwise agreed to' in writing, bvBPA' BPAabaD not be obligated to
pay for Energy Savings from Completed Units delivered after the
�
Implementation Period.
09ES-11090, Port Angeles 3
(d) In the event u conservation rate credit is not available during the term ofthis
Port Angeles may report Completed Units and BPAshall provide
reimbursement from the Implementation Budget inExhibit A.
4^ ON BUDGET
(u) On the Effective Date of this Agreement Port Angeles is authorized by BPA
to incur Implementation Costs iuuu amount equal to the Implementation
Budget in Exhibit A.
(b) The Implementation Budget provided byIlPAiu Exhibit Ashall be available
to Port Angeles for the term of this Agreement, except aa provided iu
section 3(n) and section 6,Termination.
(o) Unless otherwise agreed to in writing by BPA, BPA shall not be obligated to
pay Implementation Costs io excess uf the Implementation Budget io
Exhibit A.
(d) DPA may, but io under uo obligation to, supplement the Implementation
Budget iu Exhibit A.
(e) Unless otherwise epmoifindiu this Agreement, Port Angeles shall release B9A
of its obligation for the balance of any Implementation Budget remaining
upon conclusion ofthe Implementation Period io Exhibit/l.
5. PROJECT IMPLEMENTATION
(u) The Implementation Manual, or its successor, and any changes made to the
Implementation Manual or its successor are incorporated 6y reference into
this Agreement.
(b) Port Angeles shall:
(l) install Units io accordance with the requirements ofthe
Implementation Manual or its successor;
(2) report Completed Units in accordance with tberequiraouentooftbe
Implementation Manual or its successor;
(8) submit invoices no more often than monthly; and
(4) implement this Agreement iu accordance with all applivablalavv(s).
(o) Port Angeles may subcontract to provide Completed Units under this
Agreement. If Port Angeles does so, Port Angeles shall, by such subcontract,
require that the entity comply with the terms and conditions of the
Implementation Manual orits successor and all applicable laws.
O9IDS-lI090' Port Angeles 4
6. TERMINATION
(m) Either Party may terminate this Agreement upon thirty dmvn`vrzitteonotice.
Port shall have one year from the Effective Date oytermination
pursuant to this section to complete Work in Progress.
(b) BPA may terminate this Agreement upon thirty days'written notice if Port
/\ooelma:
(l) has failed to comply with the environmental' technical` or record-
keeping requirements;
(2) has failed to use any portion of the Implementation Budget iuu
manner consistent with this Agreement;
(3) gives notice tnBP&that it will stop placing firm load onI3PApursuant
tu its existing firm power sales contract, oz its successor, for a period of
ot least one year;
(4) gives notivatnBPAuyiteiuteuttnterozivate, orterouivatesaoub
existing orsuccessor firm pnvvor sales contract with I}IA; or
(5) becomes insolvent, files a petition for bankruptcy orrmorpuizut;ou, oc
assigns substantially all assets tncreditors.
(o) Port Angeles mboD not be allowed aonouplmtion period for Work in Progress
Measures beyond the Effective Date ufu notice of termination for u
termination under section 8(b).
(d) If this Agreement is terminated in accordance with section 6(b), Port Angeles
shall be liable for all payments for Work in Progress to Consumers and shall
pay a reimbursement charge toBI!A. The reimbursement charge shall bm
calculated 6vBPA using the following formula:
Il= P*(T-A) +T
Where:
8= Reimbursement toDPA'
,
P= Total BPA payments tnPort Angeles for Implementation Costs
tn the termination date oy this Agreement;
A= Sum oCthe Energy Savings from all Completed Units for the
full Measure life from the date of BPA's payment; and
09ES-11090,Port Angeles 5
�
T= Sum ofthe Energy Savings from all Completed Units from the
date of termination mf this Agreement through the remaining
life of the Completed Units.
The following conditions apply to the reimbursement charge.
(l) Energy Savings shall be consistent with the Measure life in the PTR
aJatarm.
(2) BPA shall present uo invoice toPort Angeles for payment calculated
pursuant tn section 8(d).
(J) Port Angeles may reimburse BIA by either:
(A) making u lump sum payment within 3U calendar days o{the
date oyB9Z\'ainvoioe or
`
(B) making on more than three consecutive equal monthly
payments, with the first payment due within 3O days oythe
date ofBPA'a invoice and each successive payment ia due D0
days after the last due date.
(4) If Port Angeles reimburses BPAbv installments, pursuant to
G(d)(8)(B), then BPA shall charge interest at the prime rate (as listed
in the Money Rates section oy the Wall Street Journal) on the date of
BIA'a notice of termination under section @(h). 8fA shall calculate
interest for the period uf time between the date of the first payment
made byBPAto Port Angeles and the date of the last reimbursement
payment made bv Port Angeles tuI}P/\pursuant to section G(d)(8)(]0).
7~ STANDARD PROVISIONS
(u) Amendments
Except where this Agreement explicitly allows one party to unilaterally
oz000d a provision or revise an exhibit, on amendment nr exhibit revision to
this Agreement shall be of any force or effect unless set forth in a written
instrument signed by authorized representatives of each Party.
(b) Interpretations
IlPA may issue interpretations, determinations, and findings related to this
Agreement that are binding oo the Parties. Such decisions shall beprovided
to Port Angeles iowriting. Io administering this Agreement, only the written
statements of BPA officials acting within the scope of their authority shall be
considered tobe official I}I\Astatements.
(o) Assignment
This Agreement im binding on any successors and assigns nf the Parties. DP&
may assign this Agreement touuntber'I"edezul agency to which BPA!a
09ES-11090, Port Angeles 6
statutory duties have been transferred. Neither Party may otherwise
transfer orassign this Agreement, iu whole orin part, without the other
written consent. Such consent shall not be unreasonably withheld.
BIA shall consider any request for assignment consistent with applicable
BPAatututom
(d) Entire Agreement
This Agreement, including documents expressly incorporated by reference,
constitutes the entire Agreement between the Parties. It supersedes all
previous communications, representations, or contracts, either written or
oral, which purport to describe or embody the subject matter ofthis
Agreement.
(a) Order of Precedence
Io the event of conflict, the body of this Agreement shall prevail over the
Exhibit of this Agreement.
(f) Nw Third Party Beneficiaries
This Agreement is made and entered into for the sole benefit of the Parties,
and the Parties intend that no other person or entity shall beu direct nr
indirect beneficiary of this Agreement.
(g) SeverablXitp
If any term of this Agreement is found to be invalid by a court of competent
jurisdiction, then such term shall remain in force tn the maximum extent
permitted by law. All other terms mbuD remain in force un\oaa that term is
determined not tobe severable from all other provisions ofthis Agreement by
such court.
(b) Waivers
DJo waiver of any provision or breach of this Agreement shall boeffective
unless such waiver la io writing and signed 6v the waiving party, and any
such waiver shall not bo deemed a waiver of any other provision o[this
Agreement or any other breach of this Agreement.
8. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be interpreted consistent with and governed by federal law.
Port Angeles and BPA shall identify issue(s) in dispute arising out of this Agreement
and make a good faith effort tnnegotiate a resolution of such disputes before either
may initiate litigation orarbitration. Such good faith effort shall include discussions
or negotiations between the Parties'executives ormanagers. Pending resolution ofo
contract dispute or contract issue between the Parties or through formal dispute
resolution of a contract dispute arising out of this Agreement, the Parties shall
continue performance under this Agreement unless to do so would be impossible or
impracticable. Unless the Parties engage 1n binding arbitration aa provided for in
this section, the Parties reserve their rights to individually seek judicial resolution
of any dispute arising under this Agreement.
09ES-11090, Port Angeles 7
(a) Judicial Resolution
Final actions subject to section 9(a) of the Northwest Power Act are not
subject to arbitration under this Agreement and shall remain within the
exclusive jurisdiction of the United States Court of Appeals for the Ninth
Circuit. Such final actions include, but are not limited to, the establishment
and the implementation ofrates and rate methodologies. Any dispute
regarding any rights nr obligations of Port Angeles or]0PA under any rate or
rate methodology, or BPA policy, including the implementation of such policy,
shall not be subject to arbitration under this Agreement. For purposes ofthis
section, BIA policy means any written document adopted bvDIAaoa final
action in a decision record or record of decision that establishes a policy of
general application or makes a determination under an applicable statute or
regulation. IfBP&determines that o dispute ie excluded from arbitration
under this section, then Port Angeles may apply to the federal court having
jurisdiction for an order determining whether such dispute is subject to
nonbinding arbitration under this section.
(b) Arbitration
Any contract dispute or contract issue between the Parties arising out of this
Agreement, which is not excluded by section 8(a) above, shall be subject to
arbitration, ua set forth below.
(I) Port Angeles may request that BIg\engage iubinding arbitration to
resolve any dispute. If Port Angeles requests such binding arbitration
uudI5PA determines iu its sole discretion that binding arbitration uf
the dispute ia appropriate under BPA's Binding Arbitration Policy or
its successor, then BPA shall engage in such binding arbitration,
provided that the remaining requirements nf this section 8 are met.
BEA may request that Port Angeles engage iu binding arbitration to
resolve any dispute. lo response toBIXa request, Port Angeles may
agree to binding arbitration of such dispute, provided that the
.
remaining requirements of this section 8 are met. Before initiating
binding arbitration, the Parties shall draft and sign au agreement to
engage im binding arbitration,which shall set forth the precise issue
io dispute, the amount io controversy and the maximum monetary
award allowed, pursuant toBIA'a Binding Arbitration Policy orits
successor.
(2) Nonbinding arbitration shall be used to resolve any dispute arising
out ny this contract that ia not excluded 6v section 8(a) above and ia
not resolved via binding arbitration, unless Port Angeles notifies I3IA
that it does not wish to proceed with non-binding arbitration.
(c) Arbitration Procedure
Any arbitration shall take place in Portland, Oregon, unless the Parties agree
otherwise. The Parties agree that m fundamental purpose for arbitration im
the expedient resolution of disputes; therefore, the Parties shall make best
09ES-11090, Port Angeles 8
efforts to resolve unarbitradispute within one year of initiating arbitration.
The rules for arbitration shall be agreed to by the Parties.
(d) Arbitration Remedies
The payment nf monies shall be the exclusive remedy available ivany
arbitration proceeding pursuant to this section. This shall not beinterpreted
to preclude the Parties from agreeing to limit the object of arbitration to the
determination of facts. Under oncircumstances shall specific performance be
au available remedy against BPA.
(a) Finality
(1) Io binding arbitration, the arbitration award shall be final and
binding Vn the Parties, except that either Party may seek judicial
review based upon any or the grounds referred toiu the Federal
Arbitration Act, 9IJ.S.(}. §I'I6 (lS88). Judgment upon the award
rendered 6v the arbitrator(e) may be entered 6v any court having
jurisdiction thereof.
(8) In non-binding arbitration, the arbitration award is not binding outhe
Partiem. Each Party shall notify the other Party within 30calendar
days, ur such other time ua the Parties otherwise agreed to, whether it
accepts or rejects tbaarbitratiooan/amd. Subsequent tonon-binding
arbitration, if either Party rejects tbeurbitratioomn/urd, eitberPartv
may seek judicial zesolution of the dispute, provided that such suit ie
brought nn later than 3G5 calendar days after the date the arbitration
award was issued.
(D
Arbitration Costs
Each Party shall be responsible for its own costs of arbitration, including
legal fees. Unless otherwise agreed to 6v the Parties, the arbitrator(s) may
apportion all other costs of arbitration between the Parties in such manner as
the urbitrutur(s)deem reasonable taking into account the circumstances o{
the case, the conduct otthe Parties during the proceeding, and the result of
the arbitration.
9, UNCONTROLLABLE FORCES
The parties shall not be in breach of their respective obligations to the extent the
failure to fulfill any obligation iodue to an Uncontrollable Force. "Uncontrollable
Force"means an event beyond the reasonable control of, and without the fault or
negligence u[ the party claiming the Uncontrollable Force, that prevents that Party
from performing its contractual obligations under this Agreement and which, by
exercise of that l^urtv`a reasonable care, diligence and foresight, such party was
unable to avoid. Uncontrollable Forces include, but are not limited to:
(a) strikes oz work stoppage;
(b) floods, earthquakes, or other natural disasters; terrorist acts; and
09ES-1.1090, Port Angeles 9
` (c) final orders o,injunctions isaoe8hvu000rtnr regulatory body having
competent subject matter jurisdiction which the party claiming the
Uncontrollable Force, after diligent efforts, was unable to have otuyed,
suspended, or set aside pending review byu court of competent subject
matter jurisdiction.
Neither the unavailability of funds or financing, nor conditions of national nrlocal
economies or markets shall baconsidered an Uncontrollable Force. The economic
hardship of either Party shall not constitute uu Uncontrollable Force. Nothing
contained in this provision shall be construed to require either Party to settle any
strike or labor dispute io which it may beinvolved.
If an Uncontrollable Force prevents a Party from performing any of its obligations
under this Agreement, such party shall: (I) immediately notify the other Party oy
such Uncontrollable Force by any means practicable and confirm such notice in
'
writing as soon as reasonably practicable; (2) use its best efforts to mitigate the
effects of such Uncontrollable Force, remedy its inability toperform, and resume full
performance of its obligation hereunder as soon as reasonably practicable; (3)keep
the other Party apprised of such efforts unanongoing basis; and (4) provide written
notice nf the resumption ofperformance. Written notices sent under this section
must comply with aootiuo 10, Notices and Contact Information.
10. NOTICES AND CONTACT INFORMATION
Any notice required under this Agreement that requires such notice tobe provided
under the terms of this section shall be provided io writing to the other Party ioone
of the following ways:
(a) delivered inperson;
(b) bvu nationally recognized delivery service with proof oyreceipt;
(o) by United States Certified Mail with return receipt requested;
(d) electronically, if both Parties have the means tu verify the electronic notice's
origin, date, time of transmittal and receipt; or
(e) by another method agreed toby the Parties.
, 09D8-l1090' Port Angeles 10
Notices are effective when received. Either Party may change the name oraddress
for delivery of notice by providing notice ofsuch change consistent with this section,
Parties shall deliver notices to the following person and address:
Ifto Port Angeles: ' IftoI9fA:
City o[Port Angeles Bonneville Power Administration
82I East Fifth Street f'.0. Box 3S21 - KLK-I
I,.0. Box 1I5O Portland, {}R972O8
Port Angeles, WA 98802 Attn: Sheila Gardner
Attn: Larry Dunbar Phone: (50J) 2@O-5991
Deputy Director Power Systems FAX: (5O3) 230-338O
Phone: (360)417-4710 E-Mail: sd8ardnezC@bpa.gov
FAX: (360) 417-4609
E'Mail: ldunburCalcitynfbu.ua
11, SIGNATURES
The signatories represent that they are authorized to enter into this Agreement on
behalf of the Party for which they sign.
CITY OF PORT ANGELES UNITED STATES OF AMERICA
Department ofEnergy
Bonneville Power Administration
By By Name Name Shannon K. Greene
Title -Mayor Title Account Executive
Date Date
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09ES-11090, Port Angeles 11
Exhibit A
IMPLEMENTATION BUDGET
Effective orx the Date Executed by Both Parties
1. IMPLEMENTATION BUDGET
(a) Implementation Budget Amount
I3PA shall provide G0,0OU dollars (the Implementation Budget) for the
implementation of Conservation Measures. Port Angeles may invoice BP/\
up to this total Implementation Budget for Completed Units installed.
(6) Implementation Budget Review
BPA shall periodically review Port Angeles' activities. Iu consultation with
Port Angeles and after providing three months written uutioe. BPA may
reduce the Implementation Budget. B9A o6eD take into account factors that
Port Angeles believes will affect future rates ofexpenditure. IfBPAreduces
the Implementation Budget, BPA shall revise this Exhibit and send the
revised Exhibit bo Port Angeles. However, ifrequested byBPA, Port Angeles
shall provide u list nf potential deemed Measures and custom projects to
BP/\. Upon receipt ofeucbabat. BPAehmDnotreduootbaIznplezuoototioo
Budget below the level needed to:
(l) meet all the estimated costs of deemed Measures and custom projects
either approved byBPA. ur custom project Propoaulatbmtaoenodor
review byBPA; and
/2\ cover the estimated cost associated with all deemed Measures and
custom project propoealothat6uvebmeoproemntedtof'ortAogelno6v
any Cnosoznor' and that, in the opinion oY Port Angeles have n 6ieb
likelihood oy gaining Port Angeles and BPAapproval.
(paW/Smn/v.S:\pM\onar_SnonmormvooLoo\Eo_couo_mo^_/mema,h^\mL//m020000v27_xox_Exlt A_fi^aum)o/mrmouo
09ES-11090, Port Angeles I of I
T oFFy� Department of Energy Official File
Bonneville Power Administration
P.O. Box 3621
Portland, Oregon 97208-3621
ENERGY EFFICIENCY
December 21,2010
In reply refer to: KLK-I
Mr. Larry Dunbar
Deputy Director of Power Systems
City of Port Angeles
321 East 5`h Street
P.O. Box 1150
Port Angeles, WA 98362
Dear Mr. Dunbar:
The City of Port Angeles' request to add 1,540,401 dollars to the Implementation Budget under
Exhibit A of Energy Conservation Agreement(ECA)No. 09ES-1 1090 is approved.
Enclosed is the revised Exhibit A which includes the increased Implementation Budget amount
of 1,600,401 dollars.
Please feel free to contact me at(503) 230-5991 if you have any questions.
Sincere
hei a Gdner
-T
Contracting 0 ic 's Technical Representative
Enclosure:
Revision No. 1, Exhibit A
cc: (w/o enclosures)
Bob Kajfasz,Port Angeles City Light
Phil Lusk,Port Angeles City Light
Revision No. 1,Exhibit A
IMPLEMENTATION BUDGET
Effective on December 15, 2010
1. IMPLEMENTATION BUDGET
(a) Implementation Budget Amount
BPA shall provide 1,600,401 dollars (the Implementation Budget) for the
implementation of Conservation Measures. Port Angeles may invoice BPA
up to this total Implementation Budget for Completed Units installed.
(b) Implementation Budget Review
BPA shall periodically review Port Angeles' activities. In consultation with
Port Angeles and after providing three months written notice, BPA may
reduce the Implementation Budget. BPA shall take into account factors that
Port Angeles believes will affect future rates of expenditure. If BPA reduces
the Implementation Budget, BPA shall revise this Exhibit and send the
revised Exhibit to Port Angeles. However, if requested by BPA, Port Angeles
shall provide a list of potential deemed Measures and custom projects to
BPA. Upon receipt of such a list, BPA shall not reduce the Implementation
Budget below the level needed to:
(1) meet all the estimated costs of deemed Measures and custom projects
either approved by BPA, or custom project Proposals that are under
review by BPA; and
(2) cover the estimated cost associated with all deemed Measures and
custom project proposals that have been presented to Port Angeles by
any Consumer, and that, in the opinion of Port Angeles have a high
likelihood of gaining Port Angeles and BPA approval.
Gardner prod 5991 12/21/10(BUD-KLK.l-U\FY2011 Official-Working Filea\CN Conservation\CN-12 Program 8-Projects\CN.12-3 Customer
Correspondence\Port Angeles\1221 10_Port Angeles Rev Nol EGA Exhibit A doc)
09ES-11090, Port Angeles
Revision No. 1, Exhibit A 1 of 1