HomeMy WebLinkAbout2000-058 Purchase Agrmt - BPA - #00PB-10651Contract No. 00PB-10651
POWER PURCHASE AGREEMENT
executed by the
BONNEVILLE POWER ADMINISTRATION
as Buyer
and the
CITY OF ASHLAND
as Seller
of
AS AVAILABLE ENERGY
from the
SOLAR ASHLAND PROJECT
Section
1.
2.
3.
4.
5.
6.
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8.
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10.
11.
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14.
15.
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20.
Table of Contents
Page
Definitions .....................................................................................................3
Term ................................................................................................................5
Exhibits ..........................................................................................................5
Duties of the Parties ....................................................................................5
Purchase and Sale of Power ......................................................................7
Payments to the City Prior to the Completion Date ............................. 7
Payments to the City after the Completion Date ................................... 8
Interconnection and Metering ..................................................................9
Project Output and Operating Data .......................................................... 9
Project Design, Construction, Operation, Maintenance, and
Decornmissioning .........................................................................................10
Repair or Replacement of Project Equipment ....................................... 10
Disclaimer ......................................................................................................11
Default and Cure ..........................................................................................11
Termination ...................................................................................................12
Transfer and Assignment ...........................................................................12
Indenmification ............................................................................................12
Nonwaiver ......................................................................................................13
Captions; Construction ...............................................................................13
Choice of Law ................................................................................................13
Entire Agreement .........................................................................................13
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21.
22.
2~.
24.
No Third-Party Beneficiaries ....................................................................14
Notices ........................................................; ...................................................14
Force Majeure ...............................................................................................14
Signatures ......................................................................................................15
Exhibit A
Exhibit B
Exhibit C
General Provisions
Sample Monthly Output Report
Project Description
This POWER PURCHASE AGREEMENT ("Agreement") entered into as of the
day of , 1999, between the City of Ashland, Oregon ("City"), as seller, and the
UNITED STATES OF AMERICA, Department of Energy, acting by and through the
BONNEVILLE POWER ADMINISTRATION ("Bonneville"), as buyer. Bonneville and the
City sometimes are referred to individually as "Party" and collectively as "Parties."
RECITALS
Bonneville is authorized by Federal law, including the Pacific Northwest Electric
Power Planning and Conservation Act (Public Law 96-501, the "Northwest Power Act") and
other applicable laws, to dispose of electric power generated at various Federal
hydroelectric projects in the Pacific Northwest or acquired from other resources, including
renewable resources such as solar energy facilities. Bonneville is also authorized to
construct and operate transmission facilities, to provide other transmission services, and to
enter into agreements to carry out such authority.
The City seeks to facilitate the deployment of grid-connected solar electric
generating systems on City-owned buildings, other governmental and commercial
buildings, and residences in the City. To further this end, City will support the installation
of solar photovoltaic (PV) generating capacity in the City ("Project"). The City will provide
between $50,000 and $125,000 in funding for the Project.
The Bonneville Environmental Foundation, a charitable and nonprofit public benefit
corporation ("Foundation"), has agreed to match the City's funding for the Project on a 1:2
match basis.
Bonneville desires to purchase, on an as available basis, electrical generation of
solar electric systems to be installed within the City as part of the Project.
The Parties wish to take advantage of the Business Energy Tax Credit available to
qualifying renewable resource projects from the State of Oregon. Avista, a Washington
Corporation, has agreed to purchase the tax credit for the Project.
Bonneville, by separate agreements, will arrange for the installation of a solar
monitoring station within the City.
Bonneville's obligation hereunder is not, nor shall it be construed to be, a general
obligation of the United States ,"U.S."), nor is it intended to be or is it secured by the full
faith and credit of the U.S.
00PB-10651, City of Ashland 2 of 15
The Parties agree as follows:
DEFINITIONS
Capitalized terms used in this Agreement shall have the respective meanings herein
specified and shall include in the singular number the plural and in the plural
number the singular.
(&)
"Allowable Costs" means costs paid or irrevocably obligated to be paid by the
City, after the Effective Date of this Agreement and prior to the Completion
Date~ related to the purchase and installation of the Project. Allowable Costs
shah include costs of consultants, including legal; construction management;
State and Federal taxes; installation costs; photovoltaic panels, inverters,
meters and other equipment needed to deliver and measure output at the
Point of Delivery; and construction. Allowable Costs shall not include lost
profits to the City. Bonneville's contributed portion of total Allowable Costs
shall not exceed $100,000 unless agreed to in writing by Bonneville.
(b)
"Bonneville Site" means a Site from which Bonneville will receive Site
Output. The Bonneville Site(s) are identified in Exhibit C.
(c) "Bonneville Site Output" means the Energy from a Bonneville Site.
(d)
"Business Energy Tax Credit" means a credit an Oregon business can receive
against Oregon income taxes. The Business Energy Tax Credit is further
defined in Oregon Administrative Rules OAR 330-90-105 to 330-91-150 (for
ORS 469.185; 315.354; 315.356).
(e)
"Calendar Year" means the Days from January I through December 31,
inclusive, of any given year.
"Completion Date" means the date on which each Site from which Bonneville
will receive Bonneville Site Output begins deliveries of Energy to the Point of
Delivery in accordance with Prudent Utility Practice.
(g)
"Day" means a period of 24 consecutive hours beginning at 0000 hours Pacific
Time on any calendar day and ending at 2400 hours Pacific Time on the
same calendar day.
(h)
"Energy" is equal to the entire electrical energy output of the PV panels at a
Site, expressed in kilowatthours, which is delivered at the Point of Delivery.
00PB-10651, City of Ashland 3 of 15
(i)
"Equipment" includes photovoltaic panels, inverters, meters and other
equipment needed to deliver Energy to the City's electrical distribution
system and to measure output at the Point of Delivery. Equipment is further
described in Exhibit C.
(j) "Force Majeure" has the meaning set forth in section 25.
(k)
"Pacific Time" refers to Pacific Standard Time or Pacific Daylight Savings
Time, whichever is in effect at the relevant time.
(1)
"Partial Calendar Year" means the Days: (1) from the Completion Date
through December 31, inclusive, of the same year; or (2) the Days from
January 1 through the Day of the same year in which Bonneville terminates
purchases of power hereunder, inclusive.
(m) "Point of Delivery" is the watt-hour meter installed at each Site.
(n)
"Project" is the Solar Ashland Project, which consists of solar PV panels,
inverters, meters, and other equipment installed at Sites for the purpose of
collecting solar energy and delivering it to the City's electrical distribution
system. The Project is further described in Exhibit C.
(O)
"Project Output" means the combined Energy from all of the Sites in the
Project.
"Prudent Utility Practice" means those practices, methods, and equipment,
as changed from time-to-time, that:
(1)
when engaged in are commonly used in prudent electrical engineering
and operations to operate electrical equipment lawfully and with
safety, reliability, efficiency, and expedition; or
(2)
in the exercise of reasonable judgment considering the facts known
when engaged in, could have been expected to achieve the desired
result consistent with applicable law, safety, reliability, efficiency,
and expedition.
Prudent Utility Practice is not limited to the optimum practice, method,
selection of equipment, or act, but rather is a range of acceptable practices,
methods, selections of equipment, or acts.
00PB-10651, City of Ashland 4 of 15
(q)
"Rated Power" means the total rated electrical output of the PV system
installed at a Site, as measured at the inverter AC output using PVUSA test
conditions.
(r)
(s)
(t)
"Site" means the location of an individual solar PV installation. The Sites are
further described in Exhibit C
"Site Agreement" is an agreement between the City and the Site owner
relating to the installation, maintenance, and electrical output of Equipment
at the Sites.
"Site Output" means the Energy from an individual Site.
(u)
"Warranty" refers to a manufacturer's warranty for the solar PV panels,
inverters, watt-hour meters and other Equipment installed at each Site.
2. TERM
This Agreement shall become effective on the date of signature by both
Parties ("Effective Date") and shall continue for 20 years from the latest
Completion Date, and terminate at 00:00 hours Pacific Time on the 20th
anniversary of the latest Completion Date unless terminated earlier
pursuant to section 14.
EXHIBITS
Exhibit A (General Provisions), Exhibit B (Sample Monthly Output Report), and
Exhibit C (Project Description) are hereby incorporated into and made a part of this
Agreement.
4. DUTIES OF THE PARTIES
(a) Duties of the City
(1)
The City shall select Bonneville Sites and submit them to Bonneville
for approval. After obtaining approval from Bonneville, the City shall
negotiate and execute Site Agreements with Bonneville Site owners.
The City shall afford Bonneville a reasonable opportunity to review
the Site Agreements for Bonneville Sites before they are executed.
The City shall provide Bonneville with a copy of each executed Site
Agreement for Bonneville Sites.
(2)
The City shall negotiate and execute an agreement with Avista
through which Avista will purchase the Oregon Business Energy Tax
Credit available to the Project. The City shall provide Bonneville with
a copy of the executed agreement with Avista
00PB-10651, City of Ashland 5 of 15
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(11)
(12)
The City shall procure all Equipment required for the Sites. The City
shall provide Bonneville with a detailed cost estimate prior to
procurement, a construction cost estimate based on bid prices ("Final
Cost Estimate"), and a final cost accounting for the Sites and the
entire Project after the Project has been constructed.
The City shall arrange for the installation of the solar PV panels and
other Equipment at the Sites. The Equipment shall be installed in
conformance with manufacturers' specifications and Prudent Utility
Practice.
The City shall maintain the Equipment at the Sites in conformance
with manufacturers' specifications and Prudent Utility Practice for
the term of this Agreement.
The City shall take monthly meter readings at the Sites and report
the output to Bonneville as further described in Section 9 of this
Agreement.
The City agrees to allow Bonneville personnel to inspect Project
installation, public information materials, bidding and contracting
materials, cost data, metering equipment, and other Project
equipment and data. Bonneville's inspections shall be done during
normal business hours, with reasonable advance notice to the City,
and in a way that does not interfere with the City's ability to perform
its normal activities, its duties under this Agreement, or with the
normal activities of the Site owners. The City will invite Bonneville to
significant meetings related to the Project.
The City shah design and install educational kiosks that explain the
Project to the public and help to build interest in solar electric
generation. At least one of the kiosks shall be located at a Site to be
selected in consultation with Bonneville. All kiosks installed as part of
the Project will identify Bonneville as a participant in the Project.
The City agrees to coordinate press releases and other publicity
related to the Project with Bonneville.
The City agrees to comply with reasonable requests for information
about the Project by consumer owned utilities in the Bonneville
service area
Within 90 days after the latest Completion Date and annually
thereafter, the City will provide Bonneville with a written report
describing the performance of the Sites and the Project.
If major unexpected maintenance of Equipment is necessary at a
Bonneville Site and Bonneville agrees to pay for repairing or replacing
00PB-10651, City of Ashland 6 of 15
(14)
the Equipment pursuant to Section 11 of this Agreement, the City will
arrange for such repair and replacement.
After this Agreement expires or terminates, the City will be
responsible, at its own option and expense, for the continued
operation or the decommissioning and removal of Equipment at the
Sites.
The City agrees to make available a telephone line for the
transmission of data from a solar monitoring station, to be located at
a Site to be determined by Bonneville in consultation with the City
and the contractor designated to provide and install the solar
monitoring station.
(b)
Duties of Bonneville
(1)
Bonneville shall pay a share of Allowable Costs at Sites selected by
the City and approved by Bonneville. Bonneville's share of Allowable
Costs shall not exceed $100,000. No later than 14 days after receiving
written notice that the City has selected a Site, Bonneville will notify
the City in writing whether it approves the Site.
(2)
Bonneville shall, at its own expense, arrange for the installation and
maintenance of a solar monitoring station at one of the Sites. The
monitoring station shall be located at a Site to be selected in
consultation with the City. The City shall have reasonable access to
the data collected at the monitoring station. Bonneville will ensure
the funding of data collection at the monitoring station continues
until at least September 30, 2006.
(3)
Bonneville agrees to coordinate press releases and other publicity
related to the Project with the City
(e)
Duties of the Parties
Each Party shall take such action (including, but not limited to, the
execration, acknowledgment, and delivery of documents) as may be
reasonably requested by the other Party for the implementation or
continuing performance of the Agreement.
PURCHASE AND SALE OF POWER
The City agrees to deliver Energy to the Point of Delivery and to operate, maintain,
and repair the Sites. Bonneville agrees to prepay for Bonneville Site Output
pursuant to Section 6. Bonneville shall receive Bonneville Site Output, which will be
in an amount proportionate to Bonneville's share of Allowable Costs.
00PB-10651, City of Ashland 7 of 15
PAYMENTS TO THE CITY PRIOR TO THE COMPLETION DATE
As a partia] payment for the purchase of electricity, to insure that the Project will
be constructed in a timely manner, and to significantly reduce Bonneville's total cost
of purchasing the Bonneville Site Output, Bonneville agrees to pay a share of
Allowable Costs. Bonneville's share of Allowable Costs shaB not exceed $100,000.
(a) Allowable Costs shall be reduced by the amount of:
(i)
any grant received from the Bonneville Environmental Foundation
and any other grant or credit that can be applied to Allowable Costs;
and
(2) the Business Energy Tax Credit.
(b) Bonneville's Share of Allowable Costs shall be computed as follows:
Bonneville Share = [(Allowable Costs) - (Grants from Bonneville
Environmental Foundation or other sources) - (Tax Credit to Avista) -
(Funding from other Sources] x [(Rated Power of Bonneville Sites) /
(Rated Power of all Sites in the Project)]
(C)
Bonneville's share of Allowable Costs shall be determined after receipt,
pursuant to Section 4 of this Agreement, of copies of all Site Agreements and
the final cost accounting for the Project.
(d)
Bonneville shall pay its share of Allowable Costs within 30 days after
Bonneville receives the City's invoice. The invoice shall contain a reasonable
level of detail describing the Allowable Costs and how Bonneville's share was
computed. In case of a billing dispute, the provisions of the power sales
contract between the Parties in effect at the time of the dispute shall apply.
If the Parties do not have a power sales contract at the time of the dispute,
the provisions of the most recent power sales contract shah apply.
(e)
Bonneville shall have the right to audit and examine records related to this
Agreement, as further described in Exhibit A, Section 3 of this Agreement.
PAYMENTS TO THE CITY AFTER THE COMPLETION DATE
Pursuant to Section 11 of this Agreement, Bonneville may reimburse the City for
repair or replacement of Equipment at the Bonneville Sites, if necessary to operate
and maintain the Bonneville Sites in accordance with Prudent Utility Practice.
(a)
Payment for Repair or Replacement Pursuant to Section 1 l(a)
If the City repairs or replaces Equipment at a Bonneville Site pursuant to
Section 1 l(a) of this Agreement, Bonneville shall reimburse the City within
30 days after Bonneville receives the City's invoice. The invoice shall contain
a reasonable level of detail describing the activities for which the City seeks
reimbursement.
00PB-10651, City of Ashland 8 of 15
Co)
Payment for Repair or Replacement Pursuant to Section 11(b)
If Bonneville has approved repair or replacement of Equipment at a
Bonneville Site pursuant to Section 1 l(b) of this Agreement, Bonneville shall
reimburse the City within 30 days after Bonneville receives the City's
invoice. The invoice shall contain a reasonable level of detail describing the
activities for which the City seeks reimbursement.
(c)
Disputed Bills
In case of a billing dispute, the provisions of the power sales contract
between the Parties in effect at the time of the dispute shall apply. If the
Parties do not have a power sales contract at the time of the dispute, the
provisions of the most recent power sales contract shall apply.
INTERCONNECTION AND METERING
(a)
Delivery of Energy
The City shall be responsible for delivery of Energy to the Point of Delivery.
(b) Metering Equipment
(1)
The City shall, at its own expense, provide install, own, operate, and
maintain all metering and data processing equipment needed for the
registration, recording, and transmission of information regarding the
Energy and other related parameters that are required for
determining Site Output.
(2)
The City shall from time to time, but at least as often as it checks the
accuracy of the meters of its commercial electricity customers, test its
metering equipment at the Bonneville Sites, at its own expense, to
verify their accuracy. If at any time the City's metering equipment at
a Bonneville Site is found to be inaccurate in excess of the error
allowed in the meters of its commercial electricity customers
("Allowed Error"), such metering equipment or component thereof
shall be promptly repaired, adjusted, or replaced by the City at its
expense so that the accuracy thereof is within the Allowed Error.
Energy shall be adjusted according to the City's policy for correcting
errors in the meter readings of its commercial electricity customers.
(c) Curtailment of Deliveries
(1)
The City may curtail deliveries of Energy if the City reasonably
determines that curtailment is necessary: (A) in order to construct,
install, maintain, repair, replace, remove, or inspect any of its
equipment or the Equipment at a Site; or (B) in connection with a
condition likely to result in significant damage to the City's
equipment or the Equipment at a Site, or is imminently likely to
endanger life or property.
00PB-10651, City of Ashland 9 of 15
10.
11.
(2)
The City shall resume deliveries of Energy as soon after curtailment
as is reasonably possible, safe, and in accordance with Prudent Utility
Practice.
PROJECT OUTPUT AND OPERATING DATA
(a)
During the term of this Agreement, the City shall provide to Bonneville a
record of Bonneville Site Output and Project Output during the previous
month. The record shall be in the form shown in Exhibit B of this Agreement
and shall be received by Bonneville no later than the last day of the month
following the month to which the record applies. The record shah be sent to
Bonneville by mail or facsimile to the address designated in section 22.
(b)
Annually during the term of this Agreement, the City shall provide to
Bonneville a report containing production logs, maintenance activities, and
other information regarding the Project agreed to by the Parties.
PROJECT DESIGN, CONSTRUCTION, OPERATION, MAINTENANCE,
AND DECOMMISSIONING
(a)
The City has the sole and exclusive right and responsibility to design,
construct, install, operate, maintain, and repair the Project.
(b)
The City may make such amendments to Site Agreements that do not in the
good faith and reasonable judgment of Bonneville materially or adversely
affect Bonneville's rights under this Agreement. The City shall provide to
Bonneville a written copy of any proposed amendments at least 30 days in
advance of the effective date thereof. Within 14 days after receipt of notice of
such proposed amendment, Bonneville shall respond in writing to the City.
BonneviHe's notice to the City shall identify: (l) whether the proposed
amendment is deemed material and adverse to Bonneville; and (2) if such
amendment is deemed material and adverse, whether Bonneville consents to
such amendment.
(c)
Bonneville shall have no obligation to pay any costs of decommissioning or
restoring any of the Sites.
REPAIR OR REPLACEMENT OF PROJECT EQUIPMENT
The City shall operate and maintain the Project in accordance with manufacturers'
specifications and Prudent Utility Practice.
(a)
If repair or replacement of Equipment is necessary to operate and maintain a
Bonneville Site in accordance with Prudent Utility Practice, and if the cost of
repairing or replacing equipment at all of the Bonneville Sites is less than
$5000 in a calendar year and $15,000 cumulatively since the Completion
Date, then the City may arrange for repairing or replacing the Equipment
and Bonneville shall reimburse the City for the cost.
00PB-10651, City of Ashland 10 of 15
12.
(b)
If the cost of repairing or replacing Equipment at all of the Bonneville Sites
is more than $5000 in a calendar year and $15,000 cumulatively since the
Completion Date, then the City shall obtain Bonneville's written
authorization before performing such repair or replacement. Under these
circumstances, Bonneville shall have the option of either (i) approving the
repair or replacement and reimbursing the City for the cost or
(ii) terminating this Agreement. No later than 14 days after receipt of the
City's written cost estimate for repair or replacement of Equipment,
Bonneville shall notify the City in writing whether it approves the repair or
replacement. If Bonneville does not authorize the repair or replacement
within the time allowed, then this Agreement shah terminate 30 days after
Bonneville received the City's cost estimate. If Bonneville elects to terminate
the Agreement pursuant to this subsection, then Bonneville shall have no
obligation to pay for removing the Equipment and restoring the Bonneville
Sites.
DISCLAIMER
No review, approval, consent, advice, recommendation, authorization, notice,
inspection, test, or other act by Bonneville or the City regarding the construction,
ownership, operation, use, or maintenance of the Project or the delivery of Energy
under this Agreement shall constitute or be interpreted as or be relied upon by any
other person or entity not a party to this Agreement as a warranty, representation,
or endorsement by Bonneville or the City.
13. DEFAULT AND CURE
(a)
Notification of Material Breach or Default
If a Party is in material breach of or default under this Agreement
("Defaulting Party"), the other Party ("Terminating Party") may notify the
Defaulting Party in writing that it is in material breach or default.
Such notice shall be effective upon its receipt by the Defaulting Party.
(b)
Default by the City
Material breach or default of this Agreement by the City includes, but is not
limited to:
(i)
Failure to install or maintain the Sites according to the equipment
manufacturer's specifications or warranty;
(2)
failure, during the term of this Agreement, to use commercially
reasonable efforts to generate Energy from the Sites consistent with
Prudent Utility Practice.
Notwithstanding the foregoing, this Agreement shall not be terminated as a
result of a Force Majeure.
00PB-10651, City of Ashland 11 of 15
14.
15.
(e)
Default by Bonneville
The following shall constitute an event of default by Bonneville:
(1)
Bonneville materially breaches any material term or condition of this
Agreement, including but not limited to any breach of any warranty,
covenant, or representation which has a material adverse effect upon
the City; or
(2)
Bonneville fails to make any payment to the City when due under this
Agreement, unless such payment is in dispute in accordance with
Section 7(c) of this Agreement.
(d)
Right to Cure
The Defaulting Party shall have the right to cure the material breach or
default within 120 days of the receipt of notification of the material breach or
default.
TERMINATION
(a)
Termination by Bonneville Prior to the Completion Date
Bonneville may give notice of its intent to terminate this Agreement for
convenience prior to the Completion Date by written notice received by the
City at least 14 days prior to the effective date of termination. Upon receipt
of the written notice from Bonneville, the City shall take all reasonable
actions to minimize the amount of Allowable Costs. If such termination
occurs under this subsection 14(a), then Bonneville shall pay to the City its
Allowable Costs to the effective date of the written notice.
If Bonneville's share of the Final Cost Estimate or share of Allowable Costs
exceeds $10,000 per kilowatt of installed peak generating capacity,
Bonneville may terminate this Agreement and the City shall not be entitled
to any Allowable Costs. Bonneville shall provide the City with written notice
of termination no later than 14 days after Bonneville receives the Final Cost
Estimate.
(b)
Termination by Bonneville after the Completion Date
Bonneville may give notice of its intent to terminate this Agreement for
convenience after the Completion Date by written notice received by the City
at least 90 days prior to the date of termination. If such termination occurs
under this subsection 14(b), then Bonneville shall not be obligated to
reimburse the City for repair or replacement pursuant to section 11 of this
Agreement, and Bonneville shall not receive any Bonneville Site Output
after the date of termination.
TRANSFER AND ASSIGNMENT
(a)
This Agreement shall be binding upon and inure to the benefit of, or may be
performed by, the successors and assigns of the Parties.
00PB-10651, City of Ashland 12 of 15
16.
(b)
This Agreement shah be fully binding upon, inure to the benefit of and be
enforceable by the Parties and their respective successors, assigns and legal
representatives. Except as provided above, no assignment, pledge, or other
transfer of this Agreement by any Party shall operate to release the assignor,
pledgor, or transferor from any of its obligations under this Agreement
unless consent to the release, which shall not be unreasonably withheld, is
given in writing by the other Party.
INDEMNIFICATION
Neither Bonneville nor the City shah be liable, whether in warranty, tort, or strict
liability, to the other Party for any injury or death to any person, or for any loss or
damage to any property, caused by or arising out of any electric disturbance of the
Project's electric system, whether or not such electric disturbance resulted from the
City's or BonneviHe's negligent act or omission. The City releases Bonneville from,
and shall indemnify and hold Bonneville harmless from any such liability.
Bonneville releases the City from, and shall indemnify and hold the City harmless
from any such liability. The term "Party" means, in addition to such Party itself, its
agents, directors, officers, contractors, and employees. The term "damage" means
all damage, including consequential damage. The term "persons" means any
person, including those not connected with either Party to this Agreement. This
section and all releases and indemnification thereunder shah terminate as to losses
and/or claims arising on or after the date that this Agreement terminates. Releases
and indemnifications under this section shah survive termination of this Agreement
as to losses and/or claims arising prior to termination.
17. NON'WAIVER
18.
Failure to enforce any right or obligation by any Party with respect to any matter
arising in connection with this Agreement shall not constitute a waiver as to that
matter or any other matter. Any waiver by any Party of its rights with respect to a
default under this Agreement or with respect to any other matters arising in
connection with this Agreement must be in writing. Such waiver shall not be
deemed a waiver with respect to any subsequent default or other matter.
CAPTIONS; CONSTRUCTION
(a)
All indexes, titles, subject headings, section titles, and similar items are
provided for the purpose of reference and convenience and are not intended
to affect the meaning of the content or scope of this Agreement. References
to sections or subsections mean sections or subsections of this Agreement
unless stated to the contrary..
(b)
Any term and provision of this Agreement shall be construed simply
according to its fair meaning and not strictly for or against any Party.
00PB-10651, City of Ashland 13 of 15
19. CHOICE OF LAW
This Agreement shall be interpreted and enforced in accordance with the laws of the
State of Oregon, excluding any choice-of-law rules that may direct the application of
the laws of another jurisdiction, except to the extent such interpretation or
enforcement is governed by Federal law.
20. ENTIRE AGREEMENT
This Agreement supersedes all prior agreements, proposals, representations,
negotiations, discussions, or letters, whether oral or in writing, regarding
Bonneville's purchase of Energy from the Project. No modification of this
Agreement shall be effective unless it is in writing and signed by all Parties.
21. NO THIRD-PARTY BENEFICIARIES
This Agreement is intended solely for the benefit of the Parties hereto. Nothing in
this Agreement shall be construed to create any duty to, or standard of care with
reference to, or any liability to, any person not a party to this Agreement.
22. NOTICES
All notices under this Agreement shall be in writing, and unless stated to the
contrary elsewhere in this Agreement, any such notice shall become effective upon
receipt and shall be delivered by certified mail with appropriate postage prepaid, or
by hand or by facsimile (FAX), and shall be directed to the address of such Party set
forth below:
If to the City:
If to Bonneville:
City of Ashland
20 East Main Street
Ashland, OR 97520
Attn: Director of Administrative
Services
Phone: 541-552-2061
FAX: 541-488-5311
Bonneville Power Administration
905 NE. 11th Street (97232)
P.O. Box 3621
Portland, OR 97208-3621
Attn: Solar Ashland Project Manager
MS PGC-6
Contract Generating Resources
Phone: 503-230-4386
FAX: 503-230-4973
23. FORCE MAJEURE
"Force Majeure" means an event occasioned by or as a result of any acts of God, acts
of the public enemy, wars, blockades, insurrections, riots, epidemics, landslides,
lightning, earthquakes, tornadoes, volcanoes, fires, storms, floods, disasters, civil
disturbances, explosions, sabotage, the binding order of any court or governmental
body which by exercise of due foresight such Party could not reasonably have been
expected to avoid, changes after the date hereof in Federal, State, or local laws, or
other events or circumstances not within the control of such Party preventing such
00PB-10651, City of Ashland 14 of 15
Party from performing its obligations hereunder, but expressly excluding a Party's
financial inability to perform. Force Majeure events shall not relieve Bonneville or
the City of liability to the extent of either Party's negligence or in the event of either
Party's failure to use due diligence to remedy the situation and to remove the cause
in a reasonable manner and with all reasonable dispatch; and provided, a
Force Majeure event shall not excuse failure to pay moneys due.
24.
SIGNATURES
The signatories represent that they are authorized to enter into this Agreement on
behalf of the Party for whom they sign.
City of Ashland
(P~ '~ n t / Type)
UNITED STATES OF AMERICA
Department of Energy
Bonneville Power Administration
(Print/Type) ~
Date /~//~
00pB-10651, City of Ashland 15 of 15
Exhibit A
GENERAL PROVISIONS
Section
1,
Table of Contents
Page
Definitions ..................................................................................................i
MISCELLANEOUS PROVISIONS
Dispute Resolution .....................................................................................2
Audits and Inspections ...............................................................................2
No Partnership ...........................................................................................3
PROVISIONS REQUIRED BY STATUTE
OR EXECUTIVE ORDER
Employment Practices ...............................................................................3
Other Statutes, Executive Orders, and Regulations ................................ 3
1. DEFINITIONS
(a)
"Authorized Representative" means, in the case of Bonneville, the Manager
of Contract Generating Resources or designee, and in the case of the City,
Contract Administrator.
(b)
"Federal System" or "Federal System Facilities" means the facilities of the
Federal Columbia River Power System, which for the purposes of this
Agreement shall be deemed to include the generating facilities of the
Government in the Pacific Northwest for which Bonneville is designated as
marketing agent; the facilities of the Government under the jurisdiction of
Bonneville; and any other facilities:
(i)
from which Bonneville receives all or a portion of the generating
capability (other than station service) for use in meeting Bonneville's
loads, such facilities being included only to the extent Bonneville has
the right to receive such capability; provided, however, that
"Bonneville's loads" shall not include that portion of the loads of any
Bonneville customer which are served by a non-Federal generating
resource purchased or owned directly by such customer which may be
scheduled by Bonneville;
(2) which Bonneville may use under contract, or license; or
(3)
to the extent of the rights acquired by Bonneville pursuant to the
Treaty, between the Government and Canada, relating to the
00PB-10651, City of Ashland 1 of 4
cooperative development of water resources of the Columbia River
Basin, signed in Washington, DC, on January 17, 1961.
(c) "Sponsor" means the City.
MISCELLANEOUS PROVISIONS
DISPUTE RESOLUTION
Pending resolution of a disputed matter, the Parties shall continue performance of
their respective obligations pursuant to this Agreement. Disputes regarding any
factual matter relating to this Agreement shall be discussed by the Authorized
Representatives who shall use their best efforts to amicably and promptly resolve
the dispute. Should the Authorized .Representatives be unable to resolve any
controversy or claim arising out of or relating to this Agreement, or the breach
thereof within 30 days of commencement of dispute resolution discussions by the
Authorized Representatives either Party may commence a mediation proceeding by
giving written notice to the other Party. Such proceeding shah take place either in
Portland, Oregon, or in Ashland, Oregon, as determined by the Party first asserting
said breach or default by the other party, under the then current mediation rules of
the American Arbitration Association. Mediation shall commence promptly and not
exceed two days of actual mediation. In the event that the Parties fail to resolve all
issues within 30 days of commencement of the mediation, or in the event that no
mediation is commenced, the Parties shall submit the dispute to arbitration
according to the commercial Arbitration Rules of the American Arbitration
Association; provided, however, that in such arbitration proceedings the Parties
shall have the same discovery rights as are provided by the Federal Rules of Civil
Procedure. Judgment upon the award rendered by the Arbitrator(s) may be entered
in any court having jurisdiction thereof. Reasonable and necessary payments to the
mediator and/or the arbitrator(s) shall be shared equally by the Parties.
AUDITS AND INSPECTIONS
(a)
With regard to this Agreement and payments made under it, Bonneville
shall reserve the right to audit and to examine records pertaining to any
cost, payment, settlement or supporting documentation, including, but not
limited to, audit reports resulting from any items set forth in this
Agreement. Any audit(s) shall be undertaken by Bonneville's
representative(s) upon reasonable notice to Sponsor and at reasonable times
and in conformance with generally accepted auditing standards. Sponsor
agrees to cooperate fully w~th any such audit(s) and will not charge
Bonneville for costs that Sponsor incurs in responding to reasonable requests
for such cooperation. The right to audit a cost shall extend for a period of
18 months following the last day of the Calendar Year or Partial Calendar
Year in which such cost was incurred under this Agreement. The Parties
agree to retain all records and documentation related to this Agreement
prepared in the normal course of business for the entire length of this audit
00PB- 10651, City of Ashland 2 of 4
Exhibit A, General Provisions
period. Such records include routine reports as quarterly or annual financial
statements pertaining to costs passed through to Bonneville and any reports
Sponsor may perform for or obtain from a third party relating to the Project.
The Parties agree that all Project accounting and records shall be
maintained in accordance with generally accepted accounting principles.
(b)
Sponsor shall be notified in writing of any exception taken as a result of an
audit promptly after completion of the audit. Sponsor shall have 30 days to
review the notice of exception.
(e)
If the Parties agree upon any exception(s) found as a result of the audit, the
owing Party shall directly refund the amount of such exception(s) to the
other Party, with interest calculated using the weighted average of the
interest rate on 90-day Treasury Bills during the period for which the
interest is being charged.
(d)
Subject to reasonable prior notification, Bonneville or its designee may audit,
inspect, or otherwise review any aspect of the construction or operation of
the Project and interconnection facilities as is reasonable and necessary for
Bonneville to carry out its responsibilities under the Northwest Power Act
consistent with sound business practices, and the Department of Energy
regulations pertaining to environmental audits and appraisals.
(e)
All audits, inspections and]or reviews conducted by Bonneville under this
section shah be at Bonneville's sole cost and without disruption to the
construction or operation of Project. All information obtained by Bonneville
as a result of such audits, inspections and]or reviews shall be deemed
proprietary to the City and treated as confidential by Bonneville unless the
City states in writing that such information is not confidential.
NO PARTNERSHIP
This Agreement shall not be interpreted or construed to create an association, joint
venture, or partnership between the Parties or to impose any partnership obligation
or liability upon either Party. Neither Party shall have any right, power or
authority to enter into any Agreement or undertaking for, or act on behalf of, or to
act as or be an agent or representative of, or to otherwise bind, the other Party.
PROVISIONS REQUIRED BY STATUTE OR EXECUTIVE ORDER
EMPLOYMENT PRACTICES
Sponsor agrees to follow applicable Federal, State, and local laws concerning Equal
Employment Opportunity (Executive Order No. 11246), the payment of minimum
wages (Fair Labor Standards Act) and the use of safe practices (Occupational Safety
and Health Act).
00PB- 10651, City of Ashland 3 of 4
Exhibit A, General Provisions
OTHER STATUTES, EXECUTIVE ORDERS, AND REGULATIONS
Sponsor agrees to comply with all applicable provisions, and successor
provisions thereto of the False Claims Act, 31 U.S.C. 3729, et seq. Whoever makes
or presents to any person or officer in the civil, military, or naval service of the
United States, or to any department or agency thereof, any claim upon or against
the United States, or any department or agency thereof, knowing such claim to be
false, fictitious, or fraudulent, shall be fined not more than $10,000 or imprisoned
not more than five years, or both;
00PB-10651, City of Ashland 4 of 4
Exhibit A, General Provisions
Exhibit B
SAMPLE MONTHLY OUTPUT REPORT
Monthly Output Calculation - Solar Ashland Project
Month for Which Output is Reported
1. Beginning Date
2. Ending Date
Energy Produced
3. Site I Energy
4. Site 2 Energy
5. Site 3 Energy
TOTAL ENERGY PRODUCED
(Line 3 + Line 4 + Line 5)
kilowatthours
kilowatthours
kilowatthours
kilowatthours
00PB-10651, City of Ashland 1 of 1
Exhibit C
PROJECT DESCRIPTION
The Project consists of roof-mounted, grid-connected solar photovoltaic (PV) systems that
are a minimum of 25 kilowatts in size, to be installed as four separate systems in four
locations within the City, as follows:
Site 1:
Oregon Shakespeare Festival
Administration Building
15 S. Pioneer Street
Ashland, OR
Site 2:
Ashland Post Office
120 North First Street
Ashland, OR
Site 3:
Southern Oregon University Library
1250 Siskiyou Blvd
Ashland, OR
Site 4:
Ashland City Council Chambers
1175 East Main Street
Ashland, OR
Site 4 shall be a Bonneville Site.
PV System Design Characteristics
Each system will be self-contained, oriented to maximize the amount of solar-generated
electricity over an annual perloci, ancl aisle to interconnect with and deliver to the City
utility grid the electricity generated. Each system will have demonstrated it can provide
the rated AC output under test conditions specified by the City.
Systems at Sites 1 through 3 will be rated at 5 kW AC as measured at the inverter AC
output using PVUSA Test Conditions (PTC). The system at Site 4 will be 10 kW AC or 15
kW AC output at PTC.
All systems will be installed in accordance with aH applicable requirements of local
electrical codes and the National Electrical Code (NEC), including but not limited to
Article 690.
00PB- 10651, City of Ashland 1 of 2
Systems will be designed and installed using UL or ETL listed components.
Inverters will comply with the following requirements:
· IEEE 929-2000, "Recommended Practice for Utility Interface of Photovoltaic (PV)
Systems"; and
· UL Subject 1741, "Standard for Static Inverters and Charge Controllers for use in
Photovoltaic Power Systems"
All components, wiring, conduit, and connections will be rated for installation on the
exteriors of the buildings, except for connections to existing electrical service panels (if
necessary and appropriate). Inverters will be housed in all-weather enclosures suitable for
exterior location. A standard utility-grade kWh meter will be installed to measure the AC
output of the inverter. This meter will be located in close proximity to the existing billing
meter if at all possible and in a location accessible to utility personnel at each site.
All structures, including array structures, will be designed to resist dead, live, plus wind
and seismic loads for the Ashland area. In addition, thermal loads caused by expected
fluctuations of component and ambient temperatures will be combined with all the above
load combinations.
All civil/structura] drawings and calculations will be provided to the City in adequate rigor
and form necessary to obtain required building structural permits.
All structural components, including array structures, will be painted, coated, or otherwise
protected in a manner commensurate with the minimum 30-year design life. Particular
attention will be given to the prevention of corrosion at the connections between dissimilar
metals such as aluminum and steel. Because the photovoltaic system will most likely
outlast the roofing materials, the structural installation design will consider how easily
and cost-effectively repair/replacement of the roof under the photovoltaic system can occur.
Roof penetrations (if any) will be waterproofed and warrantied against water leakage.
Collaboration with the roofing professional responsible for warrantying the roof at the
facility may be necessary.
Systems will be able to withstand wind speeds of at least 80 MPH.
Systems will be designed to have minimum maintenance requirements and high reliability,
to have a minimum 30-year design life, and to be designed for normal unattended
operation.
The City's Contractor will be responsible for obtaining all necessary permits for the
facilities. The City will provide kWh meters, but not meter housings for each system. The
City will provide a Data Acquisition System (DAS) at the sites.
00PB-10651, City of Ashland 2 of 2