HomeMy WebLinkAbout001298 Original Contract City of Port Angeles
Record #001298
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 CIONSERVA. TION 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 tile 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.
RPA 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 131"A's ErierpZ Efficiency Implementation Manual as may
be revised, provides the implementation, reporting, and payment requirements for BPA's
portfolio of Energy Efficiency Measures.
The Patties 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.
.1
(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 "EEF 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-11,536, Port.Angel"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.
"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.
(in) "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-1 1536, 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-11336, 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 Participants 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-1 1536, Port Angeles
(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 ;I:lt 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 tinder 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 (PH), 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
P11 provided to BPA by Port Angeles will be provided to the third party, then BPA
shall include terms contractually obligating such third pat-ties to protect such end-
user PH and to only use such PlI 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.(,". § 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. Stich 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.
l7ES-1 15M, 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
tinder 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 tel 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-1 15:36, Port Angeles
(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.("'. §1.-16 (1988). Judgment upon the award
rendered by the arbitratar(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 tirne 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 <.tn Uncontrollable Force. -Uncontrollable
17E'S-1153G, PortAngeles 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 tinder 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, llortAngdes 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 ma imam 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
71,,S•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 Paynielit
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-I 1536Y, 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.
cay OF' PORT ANGELES UNITED STATES OF AMERICA
Department of Energy
Bonneville Power Administration
By By
Title City manager ritle Energy Efficiena Representative
If opting out of the electronic signature:
By:
Name: NqiAakA V46-�
(Prin117:,yjw)
Title, i14 ems"
Date: 12 01-7
17ES-11536, 1"Ort Angeles I
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 tile
other Party in one of the following ways:
(1) delivered in person,-
(2) by a nationally recognizA.A 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: 360-4174710 Phone: 503-230-5991.
E-Mail: gk i ng(,�,,,cityof p a.u s E-Mail: solgardner@)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.
1HS-1 1536, Port kngeles 3 of I
(C) Termination Upon Termination of Power Sales Agreement
I
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 ()f 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
ANDREW
By
BY mil I Pp
Title City Manager (41/fleJ Title Energy Efficiency Representative
I/
If opting out of the electronic signature:
By:
Name:
Title: A 4M-5wkiev"
Date:
17ES-I 15M, Port Angeles 13
Exhibit A
NOTICES AND CONTACT INFORMATION
I. 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—PER.-6
Power Resource Manager Contracting Officer's Tech. Rep.
Phone: 360-417-4710 Phone: 503-230-5991
E-Mail: gking@cityofpa.us E-Mail: sdgardner@bpa.gov
2. REVISIONS
When a Party to this Agreement requests a change to their contact information
included in section I(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 l(b). All other revisions to this
exhibit shall be, by mutual agreement of all the Parties.
1'7FS-11536, Port Angdes 1 of I