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HomeMy WebLinkAboutAgenda Packet 09/12/2017 Utility Advisory Committee City Council Chambers Port Angeles, WA 98362 September 12,2017 3:00 p.m. AGENDA L Call To Order II. Roll Call III. Approval Of Minutes for July 11, 2017 IV. Late Items V. Public Comment VI. Discussion Items: A. Nominate new UAC Chairperson B. 3rd UAC Member-At-Large C. EnergySmart Grocer SOW No. 2 D. BPA Energy Efficiency contract for 2018-19 E. Discussion/Endorsement of 2018 Solid Waste rates VII. Information Only Items: A. Update on SB 5939 B. Boards and Commissions ordinance changes C. Light Operations Building Design VIII. Next Meeting Date: October 10, 2017 IX. Adjournment N:AUAC\MEETINGS\UAC2017\UAC091217\Agenda 091217.docx Utility Advisory Committee Jack Pittis Conference Rooms Port Angeles, WA 98362 July 11, 2017 3:00 p.m. L Call To Order Vice Chair Lee Whetham called the meeting to order at 3:08 p.m. IL Roll Call UAC Assigned Councilmembers Present: Vice Chair Lee Whetham Councilmembers Absent: Sissi Bruch, Brad Collins, Mayor Patrick Downie, Dan Gase, Deputy Mayor Cherie Kidd, and Michael Merideth UAC Members Present: Rob Feller and William Atkinson(3:19pm) UAC Members Absent: Chair Lynn Bedford and Laura Dodd Staff Present: Craig Fulton, Gregg King, Teresa Reed-Jennings, Michelle Hale Others Present: Three UAC applicants and one citizen III. Approval Of Minutes Vice Chair Lee Whetham requested a motion for approval of the June 13, 2017 minutes. Rob Feller moved to approve the minutes and William Atkinson seconded the motion, which carried unanimously. (3-0) IV. Late Items: A. Additional Third Citizen At-Large Position Discussion was held on changing the ordinance to add a third citizen at-large membership to include the second candidate on the UAC Committee. Vice Chair Lee Whetham moved to recommend City Council add a third member citizen's at-large representative and to appoint Paul Collins to the third member citizen at-large position to serve on the Utility Advisory Committee to represent the community. William Atkinson seconded the motion,which carried unanimously. (3-0) B. Motion to Accept Candidate for Second Citizen At-Large Position Vice Chair Lee Whetham moved to recommend to City Council to appoint Mattias Jarvegren to the second member citizen at-large position to serve on the Utility Advisory Committee to represent the community. Rob Feller seconded the motion,which carried unanimously. (3-0) V. Interview of UAC Candidates Vice Chair Lee Whetham requested to skip Agenda Items III and IV until the required quorum was met, and go directly to candidate interviews to fill the one at-large citizen member position on the UAC. Candidates were each given an allotted time and an introduction of members and attendees. Using a list of preferred questions, UAC members alternated questioning the candidates. Craig Fulton, Director, Public Works &Utilities provided an overview of the UAC recommendation process. Candidates were able to address the UAC with questions and concerns. Four candidates had expressed interest in the UAC at-large position. UAC members interviewed three of the candidates with the fourth candidate withdrawing from consideration. Following the interviews, the UAC members discussed the candidates and felt there were two ideal candidates to fill the at-large member position. Discussion was held and recommendations made under IV. Late Items. VI. Discussion Items: None VII. Information Only Items: A. UAC Utility visits -verbal Gregg King, Power Resource Manager reported on the UAC site visit to the Morse Creek Hydro project. The next site visit is on Friday morning, July 21 st to the Wastewater Treatment Plant. Gregg will send out the specifics via email. VIII. Next Meeting Date: August 8, 2017 IX. Adjournment: 4:32 p.m. Chair Lynn Bedford Michelle Hale, Administrative Specialist II • NGELES WAS H I N G T O N, U. S. A.Utility Advisory Committee Memo DATE: September 12, 2017 To: Utility Advisory Committee FROM: GREGG KING,POWER RESOURCE MANAGER SUBJECT: EnergySmart Grocer Utility Participation Agreement SOW No. 2 Summary: CLEAResult is offering the City an expanded services agreement to include the EnergySmart Grocer program services in the current CLEAResult agreement. The City already participates in other CLEAResult programs and has been forwarded the Statement of Work(SOW) No. 2 to amend the agreement. Funding: Port Angeles' current CLEAResult contract has a budget of $260,700. Adding the EnergySmart Grocer program will increase the budget by an estimated$310,000 for a total budget of$570,000. All conservation measures under the program are eligible for reimbursement under the Bonneville Power Administration's Energy Efficiency program resulting in no cost to the City. Recommendation: Forward a favorable recommendation to City Council to authorize the City Manager to sign the EnergySmart Grocer Utility Participation Agreement SOW No. 2 with CLEAResult and to make minor modifications to the agreement, if necessary. Background/Analysis: The attached"EnergySmart Grocer Program SOW No. 2"Agreement was recently offered to the City by CLEAResult. The amended statement of work is to allow fast tracking installation of energy efficiency measures to a remodel of the old Albertson's store recently purchased by Saar's Market Place and other qualifying grocery or convenience stores wishing to participate in the program. Port Angeles' current CLEAResult contract has a budget of$260,700. Adding the EnergySmart Grocer program will increase the budget by an estimated $310,000 for a total of$570,000 through December of 2018 to grocery stores within the City. All City expenses under the proposed agreement are eligible for reimbursement under the Bonneville Power Administration's Energy Efficiency program. Staff requests that the Utility Advisory Committee forward a favorable recommendation to City Council to authorize the City Manager to sign an EnergySmart Grocer Program Agreement SOW No. 2 with CLEAResult and to make minor modifications to the agreement, if necessary. Funding Overview: Port Angeles' current CLEAResult contract has a budget of$260,700. Adding the EnergySmart Grocer program will increase the budget aby an estimated $310,000 for a total budget of$570,000. All conservation measures under the program are eligible for reimbursement under the Bonneville Power Administration's Energy Efficiency program resulting in no cost to the City. Attachment: EnergySmart Grocer Program Agreement SOW No. 2 CLEAResult STATEMENT OF WORK NO.0 UNDER MASTER SERVICES_AGREEMENT .... ._ Commented[Al]:Simple Steps has SOW#],lam assum ng we f 1. t gr A _ePV THIS STATEMENT OF WORK(this SOW")is entered into as of January 1,2018(the are#z "Effective Date")between CLEAResult Consulting Inc.("CLEAResult)and City of Port Angeles,Washington(the "Utility")pursuant to the terms and conditions of that certain Master Services Agreement between the parties,dated April 1,2015(the"Agreement').Capitalized terms not defined in this SOW are as defined in the Agreement. 2. I3 k r d, nd geneMl Sc9pe.As required in the Agreement,this SOW defines the Services. The parties intend for CLEAResult to provide services to commercial customers of Utility("Customers")to reduce operating costs with energy-efficient upgrades and retrofits("Projects"),The term of this SOW is from January 1, 2018, through December 31,2018. 3. Budget. a. f?A nts fou;,,,NmP!gTlea�ilajton Cgsts,. CLEAResult shall invoice the Utility on the 10th of each month for gross busbar kWh energy savings for Projects completed in the prior month. b Payments for Incentives.CLEAResult shall request funding in advance of issuing incentive payments based on program activity projections for the next 30-60 days.Each funding request will include a reconciliation of funds spent in the previous month against reported energy savings. Excess funds will be carried forward and used for incentive payments in the following month.If CLEAResult demonstrates that the funds requested for any one month will be insufficient to cover incentives in that month,one additional funding request may be made per month. c. Payment.Payment will be processed within thirty(30)days of the date of the invoice. d. e-t -Exceed_B d et. For eligible installations, Utility commits to a not-to-exceed ("NTE") budget as follows: Budget Item Costfunit 2018 Cost Total Cost Implementation $0.08/kWh $80,000 $80,000 Incentivew'i $0.23/kWh ( $230,000 1 $230,000 _ Commented[A2]:One million kWh projection This is a high incentive average to account for promotional lighting Total NTE $310,000 incentives,if offered. CLEAResult will use the UES and lighting '..incentive rates offered by the utility..ESG Lite programs typically between$0.16-$0..18/kWh. "CLEAResult w it use the "UES Measure Lrsl" incen0ve rates for nort-atghling measures arid, Ufi6tysi incentive rate for lighting(https://www.bpa.gov/EE/Policy/Solutions/Pages/default.aspx). 4. Tasks.CLEAResult will provide services to Customers through the Energy Smart Grocer("ESG')program. CLEAResult warrants it has all of the rights to use the ESG program and shall protect and hold the Utility harmless from any claims related to the use of the ESG program. The ESG program provides technical assistance and financial incentives to Customers seeking to lower their operating costs through high-efficiency projects.The ESG program will assist Customers with reducing their energy use in the areas of refrigeration, lighting, heating/ventilation and air conditioning,and food-related service equipment in commercial facilities(a facility with commercial refrigeration including, but not limited to supermarkets, convenience stores, restaurants and other businesses).The ESG program will provide support to Customers who choose to proceed with equipment retrofits and replacements and custom projects including existing building commissioning("EBCx")and new construction. ©2016 CLEAResult,All rights reserved, We change the way people use energy (Rev.526/2016) Page 1 of 3 a. Program Set-up: The ESG program set-up will include a kick-off meeting, program specific software configuration for GrocerSmart@ and secure project management database,program paperwork and ESG website with program documents. b. Ir N t _Q_nJ!ApJ :.To effectively service the Utility's Customers and maximize resources,CLEAResult shall recruit and partner with general contractors("Installation Contractors")to communicate the ESG program benefits and requirements to provide energy efficiency retrofits.CLEAResult will inform the Customer that it is the Customer's responsibility to confirm the qualifications and insurance liability requirements of the Installation Contractor. If CLEAResult determines an Installation Contractor has been misrepresenting the ESG program or Utility by any means, CLEAResult shall immediately contact the Installation Contractor to resolve the issue. CLEAResult will notify the Utility within two(2)business days when a complaint has been filed with CLEAResult concerning an Installation Contractor and provide an update upon resolution. c. Managing Key Account Customers,CLEAResult shall partner with national grocery accounts to influence and manage energy efficiency retrofits. CLEAResult will provide guidance on ESG program requirements and determine project eligibility for the national accounts. d. Audits. CLEAResult will perform pre-installation audits under the ESG program. All Custom Projects (defined in Section 4.,e)will receive an onsite audit by an ESG field tech. e. Te,gb &al,Dras.;.'rgn R vi@.A,.For proposed Customer projects that include complex system equipment(such as multiplex,efficient compressors and efficient condensers)("Custom Projects"), CLEAResult will complete a technical design review.The review will result in a report to the Customer that includes estimated energy savings and incentives and verifies whether or not proposed items meet the terms and conditions.This service is designed to assist in the decision making process for purchasing energy saving equipment, f. leWit�ir CLEAResult shall use the following approaches for determining incentives: i. Prescriptive Measures: Incentives will be based on the active version of the Bonneville Power Administration("BPA")Implementation Manual. ii. Custom Projects:Incentives will be calculated based on Section 5.1 Custom Programs Payment Rate of the current BPA Implementation Manual,. iii. General Lighting (not including refrigerated case lighting): Incentives will be derived from the"BPA Lighting Calculator v 3.3"to calculate lighting incentives or the most active version. g. Determining InstalledLk'WW i,,Savin s.CLEAResult shall use the following approaches for determining energy savings: L Prescriptive measures approved by the Regional Technical Forum or approved by BPA ii. Custom calculated energy savings will be completed by engineering with energy savings documentation for any projects that cannot be addressed through the prescriptive approach.Custom Projects may include, but may not be limited to, EBCx, new construction and new technologies. Documentation will adhere to the current BPA Implementation Manual. iii. Lighting savings will be calculated using the"BPA Lighting Calculator v 3.3"or the most active version. h. Quality Control. CLEAResult shall provide 100%verification that measures are installed and operating through reviewing applications, verifying Installation Contractor invoices and other technical documents (as applicable)for all installed measures.All projects that receive$10,000 or more in incentives will receive an on-site post-installation.CLEAResult may use its discretion to select additional projects for post-installation inspections. i. tnoe ive e%gessing and Documenlatuon,CLEAResult shall submit the UES Measure Upload report and incentive documentation monthly via email for completed projects to the Utility. Incentive documentation shall include: i. Project application ii. ESG incentive coversheet,containing summary data for the project iii, ESG incentive worksheet iv. Installation Contractor Invoice CLEAResult Page 2 of 3 ©2016 CLEAResult All rights reserved v. Equipment specifications vi. Lighting calculator(if applicable) vii. Custom Project proposal(if applicable) j. Reporting.CLEAResult shall log participant opportunities,track and manage participant projects,and process incentives using our secure project management database.The ESG program's management structure coupled with this tool ensures that projects reach implementation in a timely manner,post-install inspection protocols are followed,and Customers and Installation Contractors receive payments promptly.CLEAResult will provide a monthly report that tracks implementation activity and energy efficiency project details.Reports shall be delivered to Utility on the 10th of the month after the close of the month.If the 10th falls on a non-business day, the report will be delivered on the next business day following the 10th,The report shall consist of the following details: i. UES Measure Upload:Site address,measure,quantity installed,kWh savings,incentive amount and facility type ii. Energy savings estimates in the pipeline to be used for forecasting iii. Tables summarizing budget,forecast and installed savings 5. Time of Performance. chedule Pro ram Kick-off No late —9 � ..r than Januar)!15,2018 W„ w Program Implementation Januar1,2018–December 31,2018 1011 day of the following —nearest(or nearest business day Monthly Report and Invoicing followin 6. Cbanaa_Procedure.The Agreement,including any exhibits,schedules or attachments including this SOW, contains the entire agreement of the parties regarding the subject matter described in it.In the event of any conflict between the terms and conditions of the Agreement and this SOW, the applicable term or condition of the Agreement supersedes the conflicting term or condition in this SOW,unless the parties clearly express in writing that the SOW includes a change to the Agreement.The provisions of this SOW may not be amended,except by an agreement in writing signed by the party against whom enforcement of any amendment is sought.This SOW may be executed in two(2)or more counterparts,all of which will constitute but one and the same instrument. CLEAResult Utility CLEAResult Consulting Inc. City of Port Angeles By: .------------ -_......--...... By: ....... _ �. Name: Trent Brackenridge Name: Dan McKeen Title: Vice President Title: City Manager Notice Address: Notice Address: Attention: Dan McDonald Gregg King 100 SW Main St.,Suite 1500 321 E 511 Street Portland,OR 97204 E-mail: gking@cityofpa.us daniei�rrmodiaulld r c@garrg �n Phone: 360-417-4710 Phone: 503-575-4179 EIN: CLEAResult Page 3 of 3 02016 CLEAResult All rights reserved, ORT ," W AS H I N GTO N, U. S. A. �■i Utility Advisory Committee Memo Date: September 12, 2017 To: UTILITY ADVISORY COMMITTEE From: Gregg King, Power Resource Manager Subject: Bonneville Power Administration Energy Conservation Agreement Contract No. 17ES-11536 Summary: The Bonneville Power Administration has offered a revised Energy Conservation Agreement with the City. The proposed agreement remains substantially the same as the prior agreement but extends the agreement through 2028 and streamlines the content to current practices while removing obsolete terms and provisions. Funding: Funding will be provided by BPA with notifications on the Energy Efficiency Incentive (EEI)budget provided no later than September 30 at the start of each upcoming two (2)year Rate Period. Recommendation: Provide a favorable recommendation to the City Council to authorize the City Manager to sign the Energy Conservation Agreement Contract No. 17ES-11536 with the Bonneville Power Administration, and any subsequent amendments or minor modifications to the Energy Conservation Agreement. Background/Analysis: In September of 2009, the City entered into an Energy Conservation Agreement(ECA)with the Bonneville Power Administration. The Agreement covered a five-year period that spanned BPA rate periods. In 2014 and 2015 BPA extended the program by one (1)year and two (2)years, respectively, with Amendments 41 and 42, which expire September 30, 2017. The ECA provides the city the opportunity to participate in BPA energy efficiency programs and incorporates reference material for guiding City expenditures, reimbursement levels,procedures, and operation budgets. The proposed Energy Conservation Agreement Contract No. 17ES-11536 extends the agreement term through the remaining power purchase agreement period expiring in FY 2028. While the provisions of the contract remain substantially the same, Contract No. 17ES-11536 has updated the contract to reflect current practices and removed obsolete terms and conditions. Staff requests that the UAC provide a favorable recommendation to the City Council to authorize the City Manager to sign Energy Conservation Agreement Contract No. 17ES-11536 with the Bonneville Power Administration, and any subsequent amendments or minor modifications to the Energy Conservation Agreement. Funding Overview: The ECA incorporates budgets for the City to implement energy efficiency programs consistent with the BPA guidelines and performance payment for energy efficiency program administration. Contract No. 17ES-11536 ENERGY CONSERVATION AGREEMENT executed by BONNEVILLE POWER ADMINISTRATION and CITY OF PORT ANGELES Table of Contents Section Page 1. Term................................................................................................................. 2 2. Definitions....................................................................................................... 2 3. Implementation Budget ............................................................................... 3 4. The Implementation Manual....................................................................... 4 5. Invoicing Process........................................................................................... 5 6. Payment of Approved Invoice Payment Amounts.................................. 6 7. Oversight Review and Evaluation Processes .......................................... 6 8. Netting of Amounts Owed............................................................................ 7 9. Information Exchange, Privacy Act Compliance, and FOIA................ 7 10. Governing Law and Dispute Resolution................................................... 7 11. Uncontrollable Forces .................................................................................. 9 12. Standard Provisions ..................................................................................... 10 13. Termination.................................................................................................... 11 14. Signatures....................................................................................................... 13 Exhibit A Notices and Contact Information This ENERGY CONSERVATION AGREEMENT (Agreement) is executed by the UNITED STATES OF AMERICA, Department of Energy, acting by and through BONNEVILLE POWER ADMINISTRATION (BPA); and CITY OF PORT ANGELES (Port Angeles), a municipal corporation, organized under the laws of the State of Washington, hereinafter individually referred to as "Party" or collectively referred to as the "Parties." RECITALS BPA is required by the Pacific Northwest Electric Power Planning and Conservation Act, 16 U.S.C. §§ 839-839h (Northwest Power Act), to meet the net firm power load requirements of its customers in the Pacific Northwest. Per the Northwest Power Act and consistent with the Pacific Northwest Electric Power and Conservation Planning Council's regional power plan, BPA pursues Conservation as a resource. BPA is authorized to acquire cost-effective Conservation to reduce the firm power load requirements of its customers in the Pacific Northwest, and intends to do so by purchasing Energy Savings from Program Participants in accordance with the Energy Conservation Agreement. Port Angeles intends to implement Measures in accordance with the Implementation Manual and to report and sell the resulting Energy Savings to BPA. This Agreement, including BPA's Energy Efficiency Implementation Manual as may be revised, provides the implementation, reporting, and payment requirements for BPA's portfolio of Energy Efficiency Measures. The Parties agree as follows: 1. TERM This Agreement takes effect on the date signed by the Parties and expires on September 30, 2021, unless terminated earlier as provided in section 13, Termination. Performance by BPA and Port Angeles shall commence on October 1, 2017, with the exception of those actions required prior to that date included in section 3(a) and section 3(b). All obligations under this Agreement shall be preserved until discharged or satisfied. 2. DEFINITIONS Capitalized terms used in this Agreement shall have the meaning stated. (a) "Approved Invoice Payment Amount" means the sum of amounts in an invoice package that BPA determines has met the criteria in section 5(b) and section 5(c) and that BPA authorizes payment of per section 6. (b) "Available Implementation Budget" means the amount available for BPA to purchase Energy Savings from a specific Program Participant at a given point in time equal to the Program Participant's Initial Implementation Budget plus any applicable Rollover Amount plus or minus any applicable Implementation Budget Transfers minus any applicable Approved Invoice Payment Amounts. (c) "Conservation" means any reduction in electric power consumption as a result of increases in the efficiency of energy use, production or distribution, as defined in section 3(3) of the Northwest Power Act, and includes actual and planned Conservation. (d) "Energy Efficiency Incentive" or "EEI" means the aggregate program cost established by BPA for purchasing Energy Savings from all Program Participants within a Rate Period. (e) "Energy Savings" means amounts of Conservation that BPA has determined to be attributable to Measures implemented in a manner consistent with this Agreement. 17ES-11536, Port Angeles 2 (f) "Implementation Budget Transfer" means an increase or decrease in a Program Participant's Available Implementation Budget as a result of a method of transferring funds as defined and allowed under this Agreement. (g) "Implementation Manual" means the publicly accessible BPA guidance document, as may be revised, that specifies: (1) the Measures that may be implemented by Program Participants, (2) the requirements and specifications for implementation of Measures, and (3) the obligations on BPA and the Program Participants related to the implementation, reporting, payment amounts, oversight, and evaluation of Energy Savings, including Self-Funded Energy Savings. (h) "Initial Implementation Budget" means the portion of an EEI established by BPA and effective at the beginning of a Rate Period to purchase Energy Savings from a specific Program Participant during that Rate Period. (i) "Measure" means any material, equipment, or activity identified in the Implementation Manual that a Program Participant may install or implement within its service area to achieve Conservation. (j) "Program Participant" means a BPA customer that has an Energy Conservation Agreement in effect. (k) "Rate Period" shall have the meaning as defined in BPA's Tiered Rate Methodology, as amended. (1) "Rollover Amount" means an amount of a Program Participant's budget remaining at the end of a given Rate Period that may carry forward to increase the amount of that Program Participant's Available Implementation Budget for the following Rate Period. (m) "Self-Funded Energy Savings" means Energy Savings for which a Program Participant chooses to not seek payment from BPA. 3. IMPLEMENTATION BUDGET (a) Determination of EEI By September 30, 2017, and no later than September 30 prior to the start of each Rate Period thereafter, BPA shall determine the EEI for the upcoming Rate Period. (b) Notification of Port Angeles's Initial Implementation Budget By September 30, 2017, and no later than September 30 prior to the start of each Rate Period thereafter, BPA shall notify Port Angeles of its Initial Implementation Budget for the upcoming Rate Period. Each Rate Period, BPA shall establish Port Angeles's Initial Implementation Budget based on Port Angeles's Tier One Cost Allocator. For purposes of this 17ES-11536, Port Angeles 3 Agreement, the term Tier One Cost Allocator has the meaning as defined in BPA's Tiered Rate Methodology, as may be revised. (c) Rollover Amount As applicable and in accordance with the terms and conditions in the Implementation Manual, BPA shall calculate Port Angeles's Rollover Amount and incorporate a Rollover Amount into Port Angeles's Available Implementation Budget for each Rate Period. By November 15, 2017, and no later than November 15 every two years thereafter, BPA shall notify Port Angeles of its applicable Rollover Amount for the remainder of the Rate Period. (d) Implementation Budget Transfers Port Angeles may request an increase or decrease to its Available Implementation Budget through an Implementation Budget Transfer in accordance with the Implementation Manual. If BPA, or the Parties together, establish a new project or program that allows Implementation Budget Transfers to Port Angeles's Available Implementation Budget, then the terms and conditions of such project or program will be included in the Implementation Manual or as a new exhibit to this Agreement. BPA shall provide notice to Port Angeles stating the changes to Port Angeles's Available Implementation Budget due to any Implementation Budget Transfers. (e) Notices and Notifications Notices sent under this section 3 shall be sent in accordance with Exhibit A, Notices and Contact Information. In addition to the notices sent by BPA pursuant to sections 3(b), 3(c) and 3(d) above, Port Angeles may request notification of its Available Implementation Budget at any time during the term of this Agreement. 4. THE IMPLEMENTATION MANUAL The Implementation Manual is incorporated by reference and is made a part of this Agreement. BPA may unilaterally modify the Implementation Manual within the general scope of this Agreement and in accordance with the process stated in the Implementation Manual. BPA will provide notice of all modifications to Port Angeles in accordance with the process stated in the Implementation Manual. Port Angeles may implement Measures to produce Energy Savings consistent with the Implementation Manual. Unless otherwise agreed, BPA shall use the Implementation Manual in effect on the Measure completion date when conducting its reviews pursuant to section 5(c) below. 17ES-11536, Port Angeles 4 5. INVOICING PROCESS (a) Documentation and Submittal of Invoice Packages Port Angeles shall comply with the documentation requirements in the Implementation Manual. Unless the Parties agree otherwise, Port Angeles shall execute and maintain a BPA Customer Portal Access and Use Agreement in order to submit invoice packages to BPA. Whether seeking Self-Funded Energy Savings or for BPA payment for Energy Savings, Port Angeles shall submit its invoice packages, including any required reports and documentation, in accordance with the reporting requirements in the Implementation Manual. If there is a disagreement regarding the completeness or accuracy of any submitted documentation, reports, or invoices, as applicable, then BPA shall work with Port Angeles to resolve such issues. If BPA determines that any Program Participant's third-party contractor falsified information reported to BPA, then BPA shall have the right to prohibit all Program Participants from reporting Measures implemented with the assistance of that contractor. If such action is taken, then BPA will notify all Program Participants in accordance with Exhibit A. (b) Performance Payments For purposes of this Agreement, Performance Payment shall have the meaning as defined in the Implementation Manual. When BPA notifies Port Angeles of its Initial Implementation Budget for the upcoming Rate Period pursuant to section 3(b) above, BPA shall also notify Port Angeles of its Performance Payment classification category and rate for the upcoming Rate Period. BPA's Performance Payment classification categories, rates, caps, and certain terms and conditions of Port Angeles's receipt of such, shall be as stated in the Implementation Manual. If Port Angeles is seeking BPA payment for Energy Savings, then BPA shall automatically apply a Performance Payment unless Port Angeles requests otherwise. Instructions for Port Angeles to reduce or opt out of Performance Payments, as applicable, will be included in the Implementation Manual. If Port Angeles opts out of a Performance Payment for a given invoice package, then Port Angeles may not claim Performance Payments for that invoice package at a later date. BPA shall not apply Performance Payments for any invoice package or the portion of an invoice package that Port Angeles submits for Self-Funded Energy Savings. BPA will deduct any applicable Performance Payments from Port Angeles's Available Implementation Budget. 17ES-11536, Port Angeles 5 (c) BPA Review of Invoice Packages, Creation of Invoice Reports, and Determination of Approved Invoice Payment Amounts After BPA receives an invoice package from Port Angeles, BPA shall conduct a timely review process to determine whether: (1) the Measures submitted conform to the requirements of the Implementation Manual and this Agreement, (2) Port Angeles has otherwise followed the terms and conditions of the Implementation Manual and this Agreement, (3) Port Angeles has adequate Available Implementation Budget, and (4) the form of the invoice is proper. After BPA has conducted its review process above, which may include an oversight review pursuant to section 7 below, then BPA will determine whether it accepts the invoiced Energy Savings. BPA will not accept Measures that are not in compliance with the requirements of this Agreement. BPA shall create and provide to Port Angeles an itemized invoice report that states the accepted Energy Savings and the Approved Invoice Payment Amount. In no event shall the Approved Invoice Payment Amount on an invoice report exceed Port Angeles's Available Implementation Budget. 6. PAYMENT OF APPROVED INVOICE PAYMENT AMOUNTS BPA agrees to purchase and Port Angeles agrees to sell Energy Savings in accordance with this Agreement. BPA shall pay Port Angeles any Approved Invoice Payment Amounts, as determined under sections 5(b), 5(c) and 8 of this Agreement and in accordance with sections 10 and 13 of this Agreement. Such payment shall be due no later than 30 days after BPA accepts the invoiced Energy Savings and provides the itemized invoice report to Port Angeles pursuant to section 5(c) above. All payments to Port Angeles will be made electronically. This contract is subject to the provisions of the Prompt Payment Act (31 U.S.C. 3901 et seq.) and regulations at 5 C.F.R. Part 1315. If interest penalty payments are determined due under the provisions of the Prompt Payment Act, payment shall be made at the rates determined by the U.S. Treasury under Section 611 of the Contract Disputes Act of 1978 (41 U.S.C. 7109) that is in effect on the day after the due date. 7. OVERSIGHT REVIEW AND EVALUATION PROCESSES In accordance with the oversight review and evaluation processes in the Implementation Manual, BPA shall have the right to conduct: (1) oversight review including, but not limited to, site and record reviews, and (2) impact and process evaluations. During the invoice package review process in section 5(c) above or otherwise, BPA may select at random any Program Participant invoice to conduct oversight review. If BPA selects an invoice submitted by Port Angeles to conduct oversight review, then BPA shall notify Port Angeles of such selection and the Parties shall coordinate accordingly. 17ES-11536, Port Angeles 6 Oversight review and evaluation processes will be conducted at BPA's discretion. 8. NETTING OF AMOUNTS OWED BPA will net amounts owed under this Agreement by Port Angeles to BPA against any equal or greater amount owed under a pending Approved Invoice Payment Amount by BPA to Port Angeles. However, if there is no pending Approved Invoice Payment Amount of equal or greater value, then BPA shall send Port Angeles a bill for the amount owed to BPA. 9. INFORMATION EXCHANGE, PRIVACY ACT COMPLIANCE,AND FOIA Upon request and as allowed by law, the Parties shall provide each other with any information that is reasonable and necessary to verify the achievement of Energy Savings and otherwise administer and implement this Agreement. The Parties shall make best efforts to provide such requested information in a timely manner. BPA represents that personally identifiable information (PII), including end-user information provided to BPA under this Agreement, is protected by federal law and BPA policy. This protection includes compliance with the requirements of the Privacy Act of 1974 (5 U.S.C. §552a) and DOE Order 206.1. If BPA subsequently enters into a contract with a third party under which end-user PII provided to BPA by Port Angeles will be provided to the third party, then BPA shall include terms contractually obligating such third parties to protect such end- user PII and to only use such PII for purposes of administering and implementing that contract. BPA may release information provided by Port Angeles when required by the Freedom of Information Act (5 U.S.C. § 552) (FOIA), court order, or federal law. Proprietary information of Port Angeles, as designated in writing by Port Angeles, will only be shared within BPA with individuals who need the information to fulfill a job function. 10. GOVERNING LAW, LIABILITY,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 to negotiate a resolution of such disputes before either may initiate litigation or arbitration. Such good faith effort shall include discussions or negotiations between the Parties' executives or managers. BPA and Port Angeles assert that neither is the agent or principal for the other; nor are they partners or joint venturers, and BPA and Port Angeles agree that they shall not represent to any other party that they act in the capacity of agent or principal for the other. In no event will either BPA or Port Angeles be liable to each other for any special, punitive, exemplary, consequential, incidental or indirect losses/damages from any failure of performance howsoever caused, whether or not arising from a party's sole, joint or concurrent negligence. 17ES-11536, Port Angeles 7 The reference to specific products or manufacturers does not represent a BPA endorsement or warranty, and BPA is not liable for any damages that may result from the installation or use of such products. Pending resolution of a 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 in binding arbitration as provided for in this section, the Parties reserve their rights to individually seek judicial resolution of any dispute arising under this Agreement. (a) Judicial Resolution Final actions subject to section 9(e) 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 of rates and rate methodologies. Any dispute regarding any rights or obligations of Port Angeles or BPA 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 of this section, BPA policy means any written document adopted by BPA as a 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. If BPA determines that a dispute is 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 non- binding 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 10(a) above, shall be subject to arbitration, as set forth below. (1) Port Angeles may request that BPA engage in binding arbitration to resolve any dispute. If Port Angeles requests such binding arbitration and BPA determines in its sole discretion that binding arbitration of the dispute is appropriate under BPA's Binding Arbitration Policy or its successor, then BPA shall engage in such binding arbitration, provided that the remaining requirements of this section 10 are met. BPA may request that Port Angeles engage in binding arbitration to resolve any dispute. In response to BPA's request, Port Angeles may agree to binding arbitration of such dispute, provided that the remaining requirements of this section 10 are met. Before initiating binding arbitration, the Parties shall draft and sign an agreement to engage in binding arbitration, which shall set forth the precise issue in dispute, the amount in controversy and the maximum monetary award allowed, pursuant to BPA's Binding Arbitration Policy or its successor. 17ES-11536, Port Angeles 8 (2) Non-binding arbitration shall be used to resolve any dispute arising out of this contract that is not excluded by section 10(a) above and is not resolved via binding arbitration, unless Port Angeles notifies BPA 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 a fundamental purpose for arbitration is the expedient resolution of disputes; therefore, the Parties shall make best efforts to resolve an arbitrable dispute within one year of initiating arbitration. The rules for arbitration shall be agreed to by the Parties. (d) Arbitration Remedies The payment of monies shall be the exclusive remedy available in any arbitration proceeding pursuant to this section. This shall not be interpreted to preclude the Parties from agreeing to limit the object of arbitration to the determination of facts. Under no circumstances shall specific performance be an available remedy against BPA. (e) Finality (1) In binding arbitration, the arbitration award shall be final and binding on the Parties, except that either Party may seek judicial review based upon any of the grounds referred to in the Federal Arbitration Act, 9 U.S.C. §1-16 (1988). Judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. (2) In non-binding arbitration, the arbitration award is not binding on the Parties. Each Party shall notify the other Party within 30 calendar days, or such other time as the Parties otherwise agreed to, whether it accepts or rejects the arbitration award. Subsequent to non-binding arbitration, if either Party rejects the arbitration award, either Party may seek judicial resolution of the dispute, provided that such suit is brought no later than 395 calendar days after the date the arbitration award was issued. (f) Arbitration Costs Each Party shall be responsible for its own costs of arbitration, including legal fees. Unless otherwise agreed to by the Parties, the arbitrator(s) may apportion all other costs of arbitration between the Parties in such manner as the arbitrator(s) deem reasonable taking into account the circumstances of the case, the conduct of the Parties during the proceeding, and the result of the arbitration. 11. UNCONTROLLABLE FORCES The Parties shall not be in breach of their respective obligations to the extent the failure to fulfill any obligation is due to an Uncontrollable Force. "Uncontrollable 17ES-11536, Port Angeles 9 Force" means an event beyond the reasonable control of, and without the fault or negligence of, the Party claiming the Uncontrollable Force, that prevents that Party from performing its contractual obligations under this Agreement and which, by exercise of that Party's reasonable care, diligence and foresight, such Party was unable to avoid. Uncontrollable Forces include, but are not limited to: (a) strikes or work stoppage; (b) floods, earthquakes, or other natural disasters; terrorist acts; and (c) final orders or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which the Party claiming the Uncontrollable Force, after diligent efforts, was unable to have stayed, suspended, or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets shall be considered an Uncontrollable Force. The economic hardship of either Party shall not constitute an Uncontrollable Force. Nothing contained in this provision shall be construed to require either Party to settle any strike or labor dispute in which it may be involved. If an Uncontrollable Force prevents a Party from performing any of its obligations under this Agreement, such Party shall: (1) immediately notify the other Party of 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 to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide written notice of the resumption of performance. Written notices sent under this section must comply with Exhibit A, Notices and Contact Information. 12. STANDARD PROVISIONS (a) Amendments Except where this Agreement explicitly allows one Party to unilaterally amend a provision or revise an exhibit, no amendment or 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 BPA may issue interpretations, determinations, and findings related to this Agreement that are binding on the Parties. Such decisions shall be provided to Port Angeles in writing. In administering this Agreement, only the written statements of BPA officials acting within the scope of their authority shall be considered to be official BPA statements. 17ES-11536, Port Angeles 10 (c) Assignment This Agreement is binding on any successors and assigns of the Parties. BPA may assign this Agreement to another federal agency to which BPA's statutory duties have been transferred. Neither Party may otherwise transfer or assign this Agreement, in whole or in part, without the other Party's written consent. Such consent shall not be unreasonably withheld. BPA shall consider any request for assignment, consistent with applicable BPA statutes. (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 of this Agreement. (e) Order of Precedence In the event of conflict, the body of this Agreement shall prevail over the exhibits of this Agreement. If the terms and conditions of the Implementation Manual conflict with the terms and conditions of this Agreement, the terms and conditions of this Agreement will take precedence. (f) No 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 be a direct or indirect beneficiary of this Agreement. (g) Severability If any term of this Agreement is found to be invalid by a court of competent jurisdiction, then such term shall remain in force to the maximum extent permitted by law. All other terms shall remain in force unless that term is determined not to be severable from all other provisions of this Agreement by such court. (h) Waivers No waiver of any provision or breach of this Agreement shall be effective unless such waiver is in writing and signed by the waiving Party, and any such waiver shall not be deemed a waiver of any other provision of this Agreement or any other breach of this Agreement. 13. TERMINATION All notices sent under this section 13 shall be sent in accordance with Exhibit A, Notices and Contact Information. (a) Customer's Right to Terminate If Port Angeles has no Measures in the process of being implemented and all outstanding invoice packages have been submitted to BPA, then Port Angeles may terminate this Agreement upon thirty days' prior written notice to BPA. However, if Port Angeles does have Measures in the process of being 17ES-11536, Port Angeles 11 implemented, then Port Angeles must submit any associated invoice packages prior to submitting a notice of termination. Any such termination will take effect upon BPA's payment of the final Approved Invoice Payment Amount. Port Angeles may not submit invoices for implemented Measures after Port Angeles has submitted a notice of termination. If BPA has made any progress payments to Port Angeles pursuant to the Implementation Manual and the relevant Measure(s) are yet to be fully implemented, or if Port Angeles otherwise owes money to BPA under this Agreement, and Port Angeles provides BPA written notice to terminate this Agreement, then the Parties shall work together to develop a mutually agreeable completion and repayment schedule. Port Angeles will be required to have Measures under this Agreement completed by September 30 of the Rate Period in which the termination notice is provided to BPA. Termination of this Agreement will not be effective prior to BPA being reimbursed amounts owed or until BPA determines sufficient Measure completion. (b) BPA's Right to Terminate BPA may terminate this Agreement upon thirty days' prior written notice to Port Angeles if BPA determines that Port Angeles: (1) has failed to comply with the record-keeping requirements included in the Implementation Manual; (2) has failed to use any portion of the Implementation Budget in a manner consistent with this Agreement; (3) has posed a significant environmental, health or safety threat; (4) has reported falsified information to BPA; or (5) has made any other material breach of this Agreement. Any notice of termination sent by BPA shall include an effective date of such termination. If BPA terminates this Agreement, then Port Angeles's Available Implementation Budget will be zero as of the date of termination. Port Angeles will not be allowed a completion period for any Measures Port Angeles has in progress beyond the termination date. Further, Port Angeles shall have 30 days after the termination date to provide a refund to BPA of any progress payments BPA made to Port Angeles for Measures for which Port Angeles had not yet submitted an invoice. Termination by BPA under this section 13(b) is without prejudice to any other remedies available to BPA under law. 17ES-11536, Port Angeles 12 (c) Termination Upon Termination of Power Sales Agreement If Port Angeles's Power Sales Agreement Contract No. 09PB-13093 is terminated, then this Agreement shall terminate on the same date. If such actions occur, Port Angeles's Available Implementation Budget will be zero as of the date of termination. Port Angeles will not be allowed a completion period for any Measures Port Angeles has in progress beyond the termination date. Further, Port Angeles shall have 30 days after the termination date to provide a refund to BPA of any progress payments BPA made to Port Angeles for Measures for which Port Angeles had not yet submitted an invoice. BPA shall also determine if Port Angeles is required to provide a refund to BPA, in addition to any refund of progress payments. 14. SIGNATURES This Agreement may be executed in several counterparts, all of which taken together will constitute one single agreement, and the Agreement may be executed and delivered electronically. The Parties have executed this Agreement as of the last date indicated below. CITY OF PORT ANGELES UNITED STATES OF AMERICA Department of Energy Bonneville Power Administration By By Title City Manager Title Energy Efficiency Representative If opting out of the electronic signature: By: Name: (Print/Type) Title: Date: 17ES-11536, Port Angeles 13 Exhibit A NOTICES AND CONTACT INFORMATION 1. NOTICES AND CONTACT INFORMATION (a) Notices Any notice required under this Agreement that requires such notice to be provided under the terms of this section shall be provided in writing to the other Party in one of the following ways: (1) delivered in person; (2) by a nationally recognized delivery service with proof of receipt; (3) by United States Certified Mail with return receipt requested; (4) electronically, if both Parties have the means to verify the electronic notice's origin, date, time of transmittal and receipt; or (5) by another method agreed to by the Parties. Notices are effective when received. Either Party may change the name or address for delivery of notice by providing notice of such change consistent with this section. Parties shall deliver notices to the following person and address: (b) Contact Information If to Port Angeles: If to BPA: City of Port Angeles Bonneville Power Administration 321 E. Fifth Street P.O. Box 3621 Port Angeles, WA 98362 Portland, OR 97208 Attn: Gregg King Attn: Sheila Gardner— PEK-6 Power Resource Manager Contracting Officer's Tech. Rep. Phone: 360-417-4710 Phone: 503-230-5991 E-Mail: gking(akityofpa.us E-Mail: sdgardner@bpa.gov 2. REVISIONS When a Party to this Agreement requests a change to their contact information included in section 1(b) of this exhibit, then the requesting Party must send notice of such requested change to the other Party. BPA may unilaterally revise this exhibit to implement such requested changes to section 1(b). All other revisions to this exhibit shall be by mutual agreement of all the Parties. 17ES-11536,Port Angeles 1 of 1 • NGELES WAS H I N G T O N, U. S. A.Utility Advisory Committee Memo DATE: September 12, 2015 To: Utility Advisory Committee FROM: GLEN GOODWORTH,SENIOR ACCOUNTANT SUBJECT: Discussion/Endorsement of 2018 Solid Waste Rates Summary: The stated commitment to periodically review the rates used to collect revenues from customers at the Transfer Station was recently completed. The preparation of a COSA (Cost of Service Analysis) for the Transfer Station reflects a potential to reduce rates for all customers for 2018. The opportunity for this reduction is the result of a significant increase in the overall waste volume for the past few years and the achievement of the needed reserves in the Transfer Station Fund. Final 2018 proposed rats will be presented at the September 12, 2017 UAC meeting. Funding: The approval of the proposal presented will not increase expenditures, but will reduce rate revenues to the required level to meet all forecast expenditure and fund level demands. This will then reflect in a cost savings to our customers. Recommendation: Staff requests that the Utility Advisory Committee provide a favorable recommendation to the City Council to adopt the recommended 2018 rates upon completion of the mandatory public hearings, which will be scheduled at a later date. Back2round/Analysis: Transfer Station rates were adopted on June 3, 2014 (Ord. No. 3507) to set rates from 2015 through 2019. The approved rates have been implemented for 2015, 2016 and 2017. Approved rates are also currently in place for 2018 and 2019. Based on the significant changes in solid waste volume over the past few years, an analysis was completed to assess the viability of the currently approved rates to generate the revenue needed to cover expenditures for 2018. A COSA(Cost of Service Analysis)was completed and current funding levels were evaluated to assess the revenue requirements. This study confirmed that the previously approved rates will generate more revenue than is necessary to meet 2018 expenditure N:\UAC\MEETINGS\UAC2017\UAC091217\Discussion-Endorsement of 2018 Solid Waste Rates.docx and funding level requirements. The recommendation, therefore, is to reduce rates for 2018 accordingly. Funding Overview: The approval of the proposal presented will not increase expenditures, but will reduce rate revenues to the required level to meet all forecast expenditure and fund level demands. This will then reflect in a cost savings to our customers. 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