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HomeMy WebLinkAboutResolution 2007-081 contract for parker davis electric serviceF. ANN RODRIGUEZ, RECORDER RECORDED BY: ILK DEPUTY RECORDER 0112 PE1 SMARA TOWN OF lx?A 01 P1 A oil ATTN: TOWN CLERK t- 11555 W CIVIC CENTER DR MARANA AZ 85653 13126 1518 39 20071650452 08/24/2007 15:25 $ 25.00 DOCKET PAGE: NO. OF PAGES SEQUEN E: RES MAIL AMOUNT?PAID MARANA RESOLUTION NO. 2007-81 RELATING TO UTILITIES; APPROVING AND AUTHORIZING THE UTILITIES DIRECTOR TO EXECUTE A CONTRACT WITH THE UNITED STATES DEPARTMENT OF ENERGY, WESTERN AREA POWER ADMINISTRATION, FOR PARKER-DAVIS PROJECT ELECTRIC SERVICE. WHEREAS the United States Department of Energy, Western Area? Power Administration, allocated 1000 kW of electrical power from the Parker-Davis Project Electri Service to the Town of Marana; and WHEREAS the Mayor and Council of the Town of Marana feel it is in the best interests of the public to execute the standard contract necessary to take advantage of the allocation. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR D COUNCIL OF THE TOWN OF MARANA, that the contract between the Town of Marana and the United States De- partment of Energy, Western Area Power Administration, attached to and incorporated by this refer- ence in this resolution as Exhibit A is hereby approved, and the Utilities Director is hereby author- ized to execute it, or a substantially similar contract, for and on behalf of the Town of Marana. IT IS FURTHER RESOLVED that the Town's Manager and staff are hereby directed and au- thorized to undertake all other and further tasks required or beneficial to ca? out the terms, obliga- tions, and objectives of this contract. PASSED and ADOPTED by the Mayor and Council of the Town o Marana, Arizona, this 16'h day of May, 2007. Mayor ATTEST: J elyn C. ?Ionson, - Town Cl?erk? 0 F 0 :0 1.Z'V Q3RPORATc A!' CN=-C> SEAL 4i t7lz C_ Z, -- ___1 Honea Pages of this docurnent may not reproduce adequ3tely on film. FJC.-cds 511107 (00004683.DOCII 00- United States Department of Ene? WESTERN AREA POWER ADMINP Desert Southwest I )NTF CONTRACT NO. 07-DSR-11766 BETWEEN UNITED STATES DEPARTMENT OF ENERGY WESTERN AREA POWER ADMINISTRATION Desert Southwest Region Parker-Davis Project AND TOWN OF MARANA, AZ WATER DEPAR FOR TRATION egion 2 Fz?i ELECTRIC SERVICE CONTRACT NO. 07-DSR-11766 BETWEEN UNITED STATES DEPARTMENT OF ENERGY WESTERN AREA POWER ADMINISTRATION Desert Southwest Region Parker-Davis Project AND TOWN OF MARANA, AZ WATER DEPARTMENT FOR ELECTRIC SERVICE Table of Contents Section Title I Preamble ................................................................................... 2 Explanatory Recitals ................................................................ 3 Agreement ................................................................................ 4 Tenn of Contract ...................................................................... 5 Definitions ................................................................................ 6 Nonwithdrawable Firm Electric Service .................................. 7 Billings, Payment, and Schedule of Rates ............................... 8 Replacement Advances Reconciliation Surcharge .................. 9 Power Factor ............................................................................ 10 Scheduling Capacity and Deliveries of Associated Energy ..... I I Resale of Electric Energy ......................................................... 12 Integrated Resource Plans and Small Customer Plans ............. 13 General Power Contract Provisions Made Part of Contract ..... 14 Exhibits Made Part of Contract ................................................ 15 Metering and Scheduling Instructions ..................................... 16 Authority to Execute ................................................................ Signature Clause ........................................................................................................ Exhibit A, Monthly Delivery Obligations Exhibit B, Delivery Conditions Rate Schedule General Power Contract Provisions Paae No. 1 2 3 3 3 4 7 8 8 9 9 12 12 13 14 2 2 CONTRACT NO. 07-DSR-11766 BETWEEN UNITED STATES DEPARTMENT OF ENERGY WESTERN AREA POWER ADMINISTRATION Desert Southwest Region Parker-Davis Project AND TOWN OF MARANA, AZ WATER DEPARTMENT FOR ELECTRIC SERVICE -,2007,pursu PREAMBLE: This Contract is made this day of ldftr??r ant to the following Acts of Congress: the Reclamation Act, approved June 17, 1902 (32 Stat. 388); the Act of March 4, 1921 (41 Stat. 1404, 43 U.S.C. 395), popularly referred to as the Contributed Funds Act; the Interior Department Appropriation Act for 1928, Act of January 12, 1927 (44 Stat. 934); the Reclamation Project Act of 1939, dated August 4, 1939 (53 Stat. 1187, 43 U.S.C. 485); the Consolidated Parker Dam Power Project and Davis Dam Project Act, dated May 28, 1954 (68 Stat. 143); the Department of Energy Organization Act, Act of August 4, 1977 (91 Stat. 565, 42 U.S.C. 7101); the Money and Finance Act, commonly referred to as the Economy Act, dated September 13, 1982 (Public Law 97-258, 31 U.S.C. 1535); the Energy Policy Act of 1992, dated October 24, 1992 (Public Law 102-486); and acts amendatory or supplementary to the foregoing Acts, between the UNITED STATES OF AMERICA, Department of Energy, acting by and through the Western Area Power Administration, hereinafter called Western, represented by the officer executing this Contract;, and Town of Marana, AZ I Water Department, hereinafter called Contractor; each sometimes individually called Party and both sometimes collectively called Parties. 2. EXPLANATORY RECITALS: 2.1 The Administrator published Conformed General Consolidated Power Marketing Criteria or Regulations for Boulder City Area Projects (49 FR 50582, December 28, 1984; corrections, 50 FR 7823, February 26, 1985), hereinafter called "Conformed Criteria," which serve as the regulations for the sale of electric service from the Parker-Davis Project (PDP); and 2.2 Western adopted the Energy Planning and Management Program (EPAMP), effective November 20, 1995, which consisted of two components: (1) a requirement that all PDP firm electric service contractors prepare Integrated Resource Plans (IRP) and (2) a Power Marketing Initiative (PMI) under which Western may extend a portion of Federal resource commitments to its existing contractors. 2.3 In the Federal Register Notice (67 FR 51580), dated August 8, 2002, Western proposed application of the PMI to the PDP, and the public was given opportunities to discuss and comment on Western's proposal. 2.4 After evaluating all comments received, Western announced, in the Federal Register Notice (68 FR 23709), dated May 5, 2003, its decision to extend contracts to PDP firm electric service contractors for twenty (20) years, beginning October 1, 2008, and its decision to create a new PDP resource pool, and its decision to require payment in advance for PDP firm electric service, as provided in Section 7 of this Contract. 2.5 Western published a notice of proposed procedures for PDP resource pool allocations and call for applications published in the Federal Register Notice 2 (69 FR 58900), dated October 1, 2004, and the Contractor made application to Western for an allocation of electric service from the PDP resource pool in accordance with the call for applications. 2.6 Western provided the public opportunities to discuss and comment on the proposed procedures for PDP resource pool allocations and after evaluation of the comments received, Western published notice of final procedures for use in allocating power from the PDP resource pool in the Federal Register Notice (70 FR 74805), dated December 16, 2005. 2.7 In the Federal Register Notice (71 FR 70380), dated December 4, 2006, Western approved an allocation of electric service to the Contractor subject to the execution of a definitive contract. 3. AGREEMENT: The Parties agree to the terms and conditions set forth herein. 4. TERM OF CONTRACT: 4.1 This Contract shall become effective on September 1, 2008, and shall remain in effect until midnight, Mountain Standard Time, September 30, 2028. 4.2 The date of initial service hereunder shall be October 1, 2008. 4.3 Western reserves the right to terminate this Contract in the event that the Contractor does not take service pursuant to this Contract by December 1, 2008. 5. DEFINITIONS: For the purposes of this Contract, the following definitions shall apply: 5.1 Contract Rate of Delively or CROD is the maximum amount of nonwithdrawable firm capacity the Contractor is entitled to receive pursuant to this 2 Contract. The maximum amount of nonwithdrawable firm capacity in kilowatts (kW) the Contractor is entitled to receive in each Winter Season and each Summer Season is set forth in Exhibit A hereto. 3 5.2 Monthly EngM is the quantity of firm energy expressed in kilowatthours (kWh) that Western is committed to supply and the Contractor is entitled to receive each month pursuant to Exhibit A. 5.3 NERC Holidgys are North American Electric Reliability Council recognized holidays which are defined in Exhibit A. 5.4 Off-Peak Hours are as defined in Exhibit A. 5.5 On-Peak Hours are as defined in Exhibit A. 5.6 Seasonal Energy is the quantity of firm energy expressed in kWh that Western is committed to supply and the Contractor is entitled to receive each Winter Season and each Summer Season pursuant to subsection 6.1.2 herein. 5.7 Summer Season is the 7-month period from the first day of the March billing period of any calendar year through the last day of the September billing period. 5.8 Winter Season is the 5-month period from the first day of the October billing period of any calendar year through the last day of the February billing period of the following calendar year. 6. NONWITHDRAWABLE FIRM ELECTRIC SERVICE: 6.1 Western's Energy and Cgpacity Obligations: Western, pursuant to the terms and conditions set forth herein and within the available capacity of substation and transmission facilities to deliver nonwithdrawable firm electric service at specifically designated point(s) of delivery, will furnish electric service to the Contractor up to the Contract Rate of Delivery (CROD) and Monthly Energy obligations up to the Seasonal Energy obligations. 6. 1.1 The maximum aggregate rate of delivery for all point(s) of delivery in any monthly billing period shall not exceed the CROD established for that season. The 4 CROD will be available in any hour within the billing period. Western's seasonal CROD to the Contractor for nonwithdrawable firm capacity shall be as set forth in Exhibit A. 6.1.2 Western's Seasonal Energy: Western's Seasonal Energy obligations to the Contractor shall be equal to the product of the Contractor's CROD multiplied by 3,441 kWh per kW in the Summer Season and the product of the Contractor's CROD multiplied by 1,703 kWh per kW in the Winter Season and shall be as set forth in Exhibit A. Except as otherwise agreed by the Parties in writing, the Contractor may not transfer energy from season to season. 6.2 Monthly Energy Obligations: Western's Monthly Energy obligations to the Contractor shall be set forth in Exhibit A. Deliveries in any monthly billing period shall not exceed the Monthly Energy obligation established for that month, except as otherwise agreed between the Parties in writing. The Monthly Energy obligations may be increased from time to time at Western's discretion, if short-term conditions allow. If the Monthly Energy obligation is increased for any month, it will revert in subsequent months to the Monthly Energy obligation as set forth in Exhibit A, unless Western notifies the Contractor in writing. The Contractor may not transfer energy from month to month without revision to Exhibit A. 6.3 Minimum Schedules: In conformance with the Conformed Criteria, the Contractor may be required to schedule a minimum rate of delivery of energy during Off-Peak Hours in order to allow the United States to comply with required minimum water releases and to allow Western to receive energy purchased to fulfill firm energy obligations to PDP contractors. The Contractor's hourly minimum rate of delivery of energy shall be the lesser of (1) 25 percent of the Contractor's total Monthly Energy for the billing period involved divided by the Off-Peak Hours for that period or (2) the 5 Contractor's proportional percentage share of the total Monthly Energy of all PDP contractors for the billing period involved multiplied by the sum of the overall minimum rate of delivery of energy for required minimum water releases and the overall maximum rate of delivery of energy purchased to fulfill firm energy obligations to PDP contractors. Upon request of the Contractor, the requirement for a minimum rate of delivery during Off-Peak Hours may be waived by Western if operating conditions permit. As determined solely by Western, the required minimum rates of delivery may also be changed as necessary upon reasonable notice. The number of kWh to be taken at the minimum rate of delivery will not exceed 25 percent of the Contractor's Monthly Energy obligation as set forth in Exhibit A. 6.4 Point(s) of Delivery, Voltage(s), and Loss Adjustments: Electric service furnished to the Contractor will be delivered at the point(s) and voltage(s) set forth in Exhibit B hereto. Any transmission costs and associated losses incurred to deliver said electric service to the PDP point(s) of delivery described in Exhibit B shall be the responsibility of Western. Any transmission costs and associated losses incurred to deliver electric service beyond the PDP point(s) of delivery to the point(s) at which the facilities of the Contractor or the Contractor's transmission provider are connected to the facilities of Western shall be the responsibility of the Contractor. If Western determines that additional facilities are necessary to deliver electric service beyond the PDP point(s) of delivery to the point at which the facilities of the Contractor or the Contractor's transmission provider are connected to the facilities of Western, the Contractor shall pay a monthly charge to Western for capacity reserved in such facilities as specified in an exhibit made a part of this Contract. Western may waive the monthly charge provided 6 that the Contractor or the Contractor's transmission provider pays a monthly interconnection charge for use of such facilities. 6.5 Metering: The point(s) of measurement and metering voltage(s), ownership of required metering equipment, and associated cost responsibilities are set forth in Exhibit B. Since capacity and energy may be measured at other than PDP voltages and/or point(s) of delivery, the measured amounts may be adjusted, as applicable, by the appropriate loss factors set forth in Exhibit B. The point(s) of measurement and metering voltage(s), the ownership of the metering equipment, and associated costs will be reviewed periodically by the Parties, but not less frequently than once every five (5) years starting from the effective date of this Contract. 7. BILLINGS, PAYMENT, AND SCHEDULE OF RATES: 7.1 Except as provided in subsection 7.2 below, Western shall issue to the Contractor, in the month prior to the month the electric service is to be received (i.e. in advance of service), bills for electric service based on the capacity and energy shown in Exhibit A. The Contractor shall pay for the electric service in accordance with Provision 13 of the General Power Contract Provisions (GPCP) attached hereto; provided, however, Provision 13.1 shall not apply. The Parties may also provide for payment in advance of service by such other means as may be mutually agreed to in writing by the Parties. 7.2 The initial bill issued pursuant to subsection 7. 1, above, on or about September 1, 2008, must include charges for electric service to be furnished during October 2008. 7 7.3 The rate methodology, calculated charges, and conditions shall be as set 9 forth in the current PDP Rate Schedule, attached hereto and made a part hereof, or any superseding rate schedule(s) promulgated pursuant to Provision I I of the GPCP. REPLACEMENT ADVANCES RECONCILIATION SURCHARGE: Contractors that are Party to Western's Advancement of Funds Contract No. 98-DSR- 10870, also known as Bureau of Reclamation's Contract No. 8-CU-30-PI 148, and have their contractual entitlement to capacity and associated energy from the PDP reduced due to conditions set forth therein, are entitled to receive payments for undepreciated replacement advances as provided therein. Contractors with new PDP allocations or an increased entitlement to receive electric service shall pay a replacement advances reconciliation surcharge (Surcharge), as determined by Western. Western shall submit bills for and the Contractor shall pay the Surcharge until the Surcharge obligation has been satisfied. The Contractor may remit annual payments over a period of up to five (5) years. Upon request by the Contractor and agreement by Western, the Contractor shall remit payments over a period of less than five (5) years. Interest will be applied on the Surcharge amount at the then current United States Treasury rate, as adjusted from time to time, on the Contractor's declining balance until paid. If the Contractor fails or refuses for any reason to pay the Surcharge, together with interest, within sixty (60) days after the date it is due, the Contractor's new PDP allocation or increased entitlement to receive electric service shall be withdrawn, with sixty (60) days advance written notice from Western. POWER FACTOR: 9.1 The Contractor will maintain the power factor specified in Rate Schedule PD-F6 or any superseding rate schedule. If the Contractor does not comply 8 with the stated power factor, Western, after giving the Contractor at least ninety (90) days to correct the condition and at the Contractor's sole expense, may make delivery system improvements associated with power factor correction to Western's transmission system or, with the agreement of the Contractor, to the Contractor's transmission system. 9.2 If the power factor requirement specified in Rate Schedule PD-176 and the GPCP are not the same, the more stringent requirement will apply. 10. SCHEDULING CAPACITY AND DELIVERIES OF ASSOCIATED ENERGY: Capacity and deliveries of associated energy pursuant to this Contract shall be scheduled in advance; emergencies excepted, and accounted for on the basis of such advance schedules, in accordance with procedures agreed upon in advance between the authorized representatives of the Parties. The procedures shall provide for the schedules to be adapted to the needs of daily or hourly operation and shall specify the conditions under which inadvertent deliveries, which are greater or less than scheduled deliveries, shall be corrected in later deliveries. 11. RESALE OF ELECTRIC ENERGY: 11.1 The Contractor understands and agrees that upon execution of this Contract: 11. 1. 1 The benefits of Federally generated power shall be made available to its customers at rates that are established at the lowest possible level, consistent with sound business principles, in an open and public manner. Upon request from Western, the Contractor will provide supporting information for said level. 11. 1.2 The Contractor's customers receiving the benefits of Federal power will be supplied with information which identifies the composite energy and capacity costs, stated in mills per k)Vh, of Federal power and non-Federal power. 9 11.2 The Contractor may demonstrate compliance with this Resale of Electric Energy Section by making available to its customers, no later than ninety (90) days after the end of each Summer Season and each Winter Season, a statement which separately identifies the Contractor's unit costs for Federal power, the unit costs for non-Federal power, and the magnitude and type of other costs charged to the Contractor's customers during the previous season. The Contractor may make this information available to its customers by including the informational statement with the customer's power bill, by publishing the information in a newspaper of general circulation in the area served by the Contractor, or by any other method agreed upon between the Parties. A copy of each seasonal statement will be provided to Western. Upon request of Western, the Contractor will provide the supporting information for its seasonal statement to Western. 11.3 The Contractor will ftimish to Western, for Western's information, a copy of each schedule of resale rates in effect on the date of execution of this Contract and, upon adoption, a copy of each schedule of rates hereafter adopted. 11.4 The Contractor will, to the extent that different rules are not prescribed by State laws or by State or Federal agencies having regulatory authority over the Contractor, maintain proper books of account in accordance with the Federal Energy Regulatory Commission Uniform System of Accounts Prescribed for Public Utilities and Licensees. 11.5 Failure to comply with the provisions of this Resale of Electric Energy Section may result in the loss of all or a part of the resources committed to the Contractor pursuant to this Contract, as conclusively determined by Western's Administrator. The Contractor will be given written notice of noncompliance with this Section and will be given the opportunity to comment prior to any final action by Western. Ell 10 12 INTEGRATED RESOURCE PLANS AND SMALL CUSTOMER PLANS: 12.1 The Contractor shall comply with the Integrated Resource Plan (IRP), Small Customer Plan, or other acceptable plan, as applicable, in accordance with the Energy Planning and Management Program (EPAMP) (65 FR 16789), dated March 30, 2000. EPAMP requires purchasers of Western's electric power services to institute integrated resource planning, which is a planning process for new energy resources that evaluates the full range of energy conservation and energy efficiency alternatives. 12.2 Western shall administer the IRP or other acceptable plan requirements, as applicable, in accordance with the EPAMP. 12.3 Failure to comply with the IRP or acceptable plan requirements, after exhaustion of all appeals, will result in the application of penalties as specified in the EPAMP Federal Register Notice (65 FR 16801), dated March 30, 2000. 12.4 In the event that Western, or any successor agency, shall promulgate 13 changes to the IRP portion of the EPAMP following its initial adoption as published in the Federal Register Notice (60 FR 5415 1), dated October 20, 1995, the Contractor, by written notice to Western within ninety (90) days after the effective date of an EPAMP change, may elect to terminate this Contract. The termination shall be effective one (1) year from the date of receipt of the notice by Western. GENERAL POWER CONTRACT PROVISIONS MADE PART OF CONTRACT: 13.1 The General Power Contract Provisions (GPCP), effective June 15, 2005, attached hereto, are hereby made a part of this Contract, the same as if they had been expressly set forth herein; provided, that Provisions 20 through 30 shall not apply and provided further, that if the provisions in the GPCP are in conflict with this Contract, the terms of this Contract shall control. 11 provided further, that if the provisions in the GPCP are in conflict with this Contract, the terms of this Contract shall control. 13.2 In addition to the forms of notice specified in Provision 40 of the GPCP, communications related to scheduling, provided from and to operating personnel of either Party, may be accomplished by electronic mail, and the sending Party shall keep a contemporaneous record of such communications. 14. EXHIBITS MADE PART OF CONTRACT: 14.1 Inasmuch as the Seasonal and Monthly Energy obligations, NERC Holidays, Off-Peak Hours, point(s) of delivery, point(s) of measurement, ownership of metering equipment, delivery and metering voltages and loss adjustments, and metering and associated responsibilities may change during the term of this Contract, they will be set forth in exhibits. Exhibits A and B, as applicable, and others, which may be formulated or modified from time to time, are attached to this Contract and each is incorporated by reference as if fully set forth herein. 14.2 The Exhibit A, Monthly Delivery Obligations, attached hereto, shall become effective on October 1, 2008, shall remain in effect, and may be revised from time to time, through September 30, 2028. 15. METERING AND SCHEDULING INSTRUCTIONS: Schedules of capacity and deliveries of associated energy shall be made pursuant to written metering and scheduling instructions. The written metering and scheduling instructions shall be developed and Q agreed upon by the authorized representatives prior to scheduling capacity and delivering I 15 P3 associated energy pursuant to this Contract. The written metering and scheduling 2 instructions shall detail the operating arrangements and scheduling and accounting procedures to be used. The written metering and scheduling instructions shall be 12 developed to conform to the following principles: 15.1 Metering and scheduling instructions are intended to implement the terms of the Contract but are not intended to modify or amend it and are, therefore, subordinate to this Contract. 15.2 It is the Contractor's responsibility to effectuate agreement(s) with any third party or parties which may be necessary to enable the Contractor to accept deliveries hereunder. 15.3 In the event the Contractor's authorized representative fails or refuses to execute the initial metering and scheduling instructions or any revised instructions which Western determines to be necessary due to changes in this Contract or the power system of either Party, Western shall develop and implement temporary instructions until mutually acceptable instructions have been developed and executed by the authorized representatives. 16. AUTHORITY TO EXECUTE: Each individual signing this Contract certifies that the Party represented has duly authorized such individual to execute this Contract that binds and obligates the Party. J 13 The Parties have caused this Contract No. 07-DSR-1 1766 to be executed the date first written above. DEPARTMENT OF ENERGY WESTERN AREA POWER ADMINISTRATION By Deborah K. Emler Title- Assistant Regional Manager for Federal Power Programs Address Desert Southwest Regional Office P.O. Box 6457 Phoenix, AZ 85005-6457 TOWN OF MARANA, AZ WATER DEP RTME T .. ???Jf -.y --%-~ C. Brad DeSpain' Title- Utilities Director Address Town of Marana Water Department 5 100 West Ina Road AZ 85743 14 Exhibit A Contract No. 07-DSR- 11766 Town of Marana, AZ MONTHLY DELIVERY OBLIGATIONS This Exhibit A, effective under and as a part of Contract No. 07-DSR- 11766, hereinafter called Contract, sets forth Contractor's Parker-Davis Project (PDP) allocations, as published in the Federal Register Notice (71 FR 70380), dated December 4, 2006, and shall become effective October 1, 2008. This Exhibit A shall remain in effect until superseded by another Exhibit A in accordance with the provisions of the Contract; provided that this Exhibit A or any superseding Exhibit A shall terminate upon expiration of the Contract. 2. CONTRACT RATE OF DELIVERY (CROM 2.1 The seasonal CROD for PDP nonwithdrawable firm capacity in kilowatt(s) shall be as follows: Nonwithdrawable Season Firm Capacity (M Winter 1,000 Summer 1,000 Total Firm Capacity 1,000 1,000 2.2 The seasonal CROD for PDP nonwithdrawable firm capacity in kilowatt(s) at the Point(s) of Delivery designated in Exhibit B shall be: 2.2.1 WINTER SEASON: Point(s) of Delivery Voltage(s) (kV) Marana Tap 115-kV Winter Season Total Kilowatt(s) (M 1,000 11000 Page I of 4 Exhibit A Contract No. 07-DSR- 11766 Town of Marana, AZ 2.2.2 SUMMER SEASON: Point(s) of Delivery VoltaLye(s) (kV) Kilowatt(s) (M Marana Tap 115-kV 1,000 Summer Season Total 11000 2.3 On and after October 1, 2008, at the discretion and sole determination of Western, the Contractor's CROD will be subject to adjustment on five (5) years notice in response to changes in hydrology and river operations. Proportional adjustments will be set forth in a revised Exhibit A only after appropriate public process. 3. ENERGY': 3.1 The Seasonal Energy obligations for PDP nonwithdrawable firm energy in kWh shall be as follows: Nonwithdrawable Total Season Firm Enerzy (kWh) Firm Energy (kWh) Winter 1,703,000 1,703,000 Summer 3,441,000 3,441,000 Annual Firm Eneru Total 5,144,000 I In its application for PDP electric service, the Contractor submitted historical load data establishing the energy required to serve its qualified load was less than Western's Seasonal obligation, as defined in subsection 6.1.2 of this Contract. Western shall monitor energy deliveries under this Contract to ensure they do not exceed the amount of energy required to serve the Contractor's qualified load for PDP electric service. Western will revise this Exhibit A, as necessary, with energy obligations that are reduced appropriately based upon the Contractor's qualified load. At such time that Western determines that the Contractor's qualified load is equal to or greater than Western's Seasonal Energy obligation, Western will revise Exhibit A with energy obligations equal to Western's Seasonal Energy obligation. Page 2 of 4 Exhibit A Contract No. 07-DSR- 11766 Town of Marana, A-Z 3.2 The Seasonal Energy obligations for PDP nonwithdrawable firm energy in kWh will be delivered pursuant to the Contract at each Point(s) of Delivery designated in Exhibit B in the quantities listed below as the Monthly Energy applicable to that billing period: 3.2.1 WINTER SEASON ENERGY (OCTOBER - FEBRUAR Month Monthly Energy (kWh) October 350,000 November 338,000 December 350,000 January 350,000 February 315,000 Winter Season Total 1,703,000 3.2.2 SUMMER SEASON ENERGY (MARCH - SEPTEMBER): Month Monthly Energy (kWh) March 499,000 April 482,000 May 499,000 June 482,000 July 499,000 August 499,000 September 481,000 Summer Season Total 3,441,000 ANNUAL ENERGY TOTAL 5,144,OQQ Page 3 of 4 Exhibit A Contract No. 07-DSR- 11766 Town of Marana, AZ 4. The following terms, when used in the Contract or Exhibits, shall have the meaning specified: 4.1 NERC Holidays: Holidays observed by NERC. These days are normally New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, unless otherwise determined by NERC. Any exception to the above-listed days shall be identified in an attachment to this Exhibit A. 4.2 Off-Peak Hours: All day on Sunday and NERC Holidays and the following hours on Monday through Saturdays: 4.2.1 The hour ending 2300 through the hour ending 0600 Pacific Daylight Time during the period designated as daylight saving time as observed by NERC. 4.2.2 The hour ending 2300 through the hour ending 0600 Pacific Standard Time during the period designated standard time as observed by NERC. 4.3 On-Peak Hours: All other times. 5. This Exhibit A to Contract No. 07-DSR- 11766 may be modified in accordance with Section 14 of the Contract. Page 4 of 4 Exhibit B Contract No. 07-DSR- 11766 Town of Marana, AZ DELIVERY CONDITIONS I 2 3. 4 This Exhibit 13, effective under and as a part of Contract No. 07-DSR-1 1766, hereinafter called Contract, shall become effective October 1, 2008 and shall remain in effect until superseded by another Exhibit B in accordance with the provisions of the Contract; provided that this Exhibit B or any superseding Exhibit B shall terminate upon expiration of the Contract. POINTS OF DELIVERY: Western will furnish firm capacity and energy to the Contractor or the Contractor's scheduling representative at the point at which the facilities of the Contractor or the Contractor's transmission provider are connected to the facilities of Western at the Point(s) of Delivery and Voltage set forth below. The transmission loss between the Point(s) of Delivery and the Point(s) of Measurement is the responsibility of the Contractor as set forth below: Loss Between Point(s) of Point(s) of Delivery Point(s) of Measurement Delivery and Point(s) of and Voltage and Voltaae (W) Measurement (Percent) Marana Tap, 115 -kV Marana Tap, 115 -kV 0 METERING: Deliveries of PDP capacity and energy are based upon scheduled quantities; therefore no meters are necessary for billing purposes. This Exhibit B to Contract No. 07-DSR-1 1766 may be modified in accordance with Section 14 of the Contract. Page I of I Rate Schedule PD-F6 (Revision - Rate Order No. WAPA-131) UNITED STATES DEPARTMENT OF ENERGY WESTERN AREA POWER ADMINISTRATION PARKER-DAVIS PROJECT SCHEDULE OF RATES FOR WHOLESALE FIRM POWER SERVICE Effective: The first day of the first full billing period beginning on or after October 1, 2oo6, and remaining in effect through September 30, 20o8, or until superseded, whichever occurs first. Available: In the marketing area serviced by the Parker-Davis Project (P-DP). Applicable: To the existing wholesale power customers for firm power service supplied through one meter at one point of delivery, unless otherwise provided by contract. Character and Conditions of Service: Alternating current at 6o, hertz, three-phase, delivered and metered at the voltages and points established by contract. Monthly ChaMe: ENERGY CHARGE: Each Contractor shall be billed monthly an energy charge. This charge is equal to the Contractor=s monthly energy entitlement multiplied by the Energy Rate (rounded to the penny). The Energy Rate shall be equal to 50 percent of the Annual Revenue Requirement Allocated to Generation divided by the sum of the Annual Energy entitlement to the P-DP Priority Use Power Contractors and the Annual Energy entitlement to the P-DP Firm Electric Service Contractors, rounded to two decimal places. CAPACrIY CHARGE: Each Contractor shall be billed monthly a capacity charge. This charge is equal to the Contractor=s Seasonal Billing Contract Rate of Delivery (CROD) multiplied by the Capacity Rate, rounded to the penny. The Capacity Rate shall be equal to 50 percent of the Annual Revenue Requirement Allocated to Generation divided by the sum of the Average Monthly Billing CROD for the P-DP Priority Use Power Contractors and P-DP Firm Electric Service Contractors that is then divided by 12, rounded to the penny. TRANSMISSION CHARGE: Each Contractor shall be billed monthly a transmission charge equal to the Contractor=s Seasonal Billing Contract Rate of Delivery (CROD) multiplied by the rate calculated in accordance with PD-FT6, rounded to the penny. LOWER BASIN DEVELOPMENT FUND CONTRIBUTION CHARGE: The contribution charge is 4.5 mills/kWh for each kWh measured or scheduled to an Arizona purchaser and 2.5 mills/kWh for each kWh measured or scheduled to a California or Nevada purchaser, except for purchased power. Billing of Excess Energy: For each billing period in which there is excess energy available, offered, and delivered to the Contractor, such excess energy purchases shall be billed at the Energy Rate. Billing for Unauthorized Overruns: For each billing period in which there is a contract violation involving an unauthorized overrun of the CROD, energy, and/or transmission obligations, such overruns shall be billed at lo times (i) the Energy Rate for energy overruns, (2) the Capacity Rate for CROD overruns, and (3) the P-DP Firm Transmission Rate, then in effect as it may be amended, for transmission overruns. For Transformer Losses: If delivery is made at transmission voltage but metered on the low-voltage side of the substation, the meter readings will be increased to compensate for transformer losses as provided for in the contract. For Power Factor: The customer will normally be required to maintain a power factor at all points of measurement between 95-percent lagging and 95-percent leading. Effective June 15, 2005 WESTERN AREA POWER ADMINISTRATI GENERAL POWER CONTRACT PROVISIC 1. APPLICABILITY. 1. Applicabili!y. 1.1 These General Power Contract Provisions (Provisions) shall they are attached. In the event these Provisions differ from requirements of the cc the contract shall prevail. 1.2 If the Contractor has member utilities which are either directly i from the contract, then the Contractor shall require such members to comply with 30, 36, 43, 44, and 45 of these General Power Contract Provisions. Il. DELIVERY OF SERVICE PROVISIONS. 2. Character of Service. Electric energy supplied or transmitted under the contract will be nominal frequency of sixty (60) hertz (cycles per second). Use of Capacity or Energy in Excess of Contract Obligation. The Contractor is not entitled to use Federal power, energy, or capac: Western contract delivery obligation in effect for each type of service provided for approval of Western. Unauthorized overruns of contract delivery obligations shall in the contract or the applicable rate schedules. Overruns shall not establish any ci Contractor shall cease any overruns when requested by Western, or in the case of ? approval expires, whichever occurs first. Nothing in the contract shall obligate Wi obligation. If additional power, energy, or capacity is not available from Western, additional power, energy, or capacity shall rest wholly with the Contractor. 4. Continuity of Service. Electric service will be supplied or transmitted continuously e., interruptions, or reductions due to uncontrollable forces, as defined in Provision 34 (1 (2) fluctuations, interruptions, or reductions due to operation of devices installed for (3) temporary fluctuations, interruptions, or reductions, which, in the opinion of the p necessary or desirable for the purposes of maintenance, repairs, replacements, i investigation and inspection. The party supplying service, except in case of emel whom service is being provided reasonable advance notice of such temporary intern remove the cause thereof with diligence. part of the contract to which -t, specif ic terms set forth in indirectly receiving benefits ovisions 10, 17, 18,19, 29, alternating current, at a in amounts greater than the the contract except with the subject to charges specified tinuing right thereto and the horized ovenuns, when the em to increase any delivery e responsibility for securing t for: (1) fluctuations, )ntrollable Forces) herein, er system protection; and supplying the service, are Ilation of equipment, or cy, will give the party to )ns or reductions and will Effective June 15, 2005 WESTERN AREA POWER ADMINISTRATION GENERAL POWER CONTRACT PROVISIONS Page 1. APPLICABILITY. 1. Applicability ............................................................................................................................................. I 11. DELIVERY OF SERVICE PROVISIONS. 2. Character of Service ...................................................................................................................................... 1 3. Use of Capacity or Energy in Excess of Contract Obligation ....................................................................... 1 4. Continuity of Service .................................................................................................................................... 1 5. Multiple Points of Delivery ........................................................................................................................... 2 6. Metering ........................................................................................................................................................ 2 7. Existence of Transmission Service Contract ................................................................................................. 3 8. Conditions of Transmission Service .............................................................................................................. 3 9. Multiple Points of Delivery Involving Direct and Indirect Deliveries .......................................................... 3 10. Construction, Operation, and Maintenance of Contractor's Power System ............................................... 3-4 RATES, BILLING, AND PAYMENT PROVISIONS. 11. Change of Rates ............................................................................................................................................ 4 12. Minimum Seasonal or Annual Capacity Charge ........................................................................................... 4 13. Billing and Payment ................................................................................................................................... 4-5 14. Nonpayment of Bills in Full When Due ........................................................................................................ 5 15. Adjustments for Fractional Billing Period .................................................................................................... 5 16. Adjustments for Curtailments to Firm Service ........................................................................................... 5-6 IV. POWER SALES PROVISIONS. 17. Resale of Firm Electric Service (Wholesale Sales for Resale) ...................................................................... 6 18. Distribution Principles .................................................................................................................................. 6 19. Contract Subject to Colorado River Compact ............................................................................................... 6 V. FACILITIES PROVISIONS. 20. Design Approval ........................................................................................................................................ 6-7 21. Inspection and Acceptance ............................................................................................................................ 7 22. As-Built Drawings ........................................................................................................................................ 7 23. Equipment Ownership Markers .................................................................................................................... 7 24. Third-Party Use of Facilities ......................................................................................................................... 7 25. Changes to Western Control Facilities .......................................................................................................... 7 26. Modification of Westem Facilities ................................................................................................................ 8 27. Transmission Rights ...................................................................................................................................... 8 28. Construction and Safety Procedures .......................................................................................................... 8-9 29. Environmental Compliance ........................................................................................................................... 9 30. Responsibility for Regulated Materials ......................................................................................................... 9 VI. OTHER PROVISIONS. 31. Authorized Representatives of the Parties ..................................................................................................... 9 32. Effect of Section Headings .......................................................................................................................... 10 33. Operating Guidelines and Procedures ......................................................................................................... 10 34. Uncontrollable Forces ................................................................................................................................. 10 35. Liability ....................................................................................................................................................... 10 fi 36. Cooperation of Contracting Parties ........................................................................................................ 10-11 :1?, 37. Transfer of Interest in the Contract or Change in Preference Status ........................................................... I I 38. Choice of Law and Forum ........................................................................................................................... 12 39. Waivers ...................................................................................................................................................... 12 40. Notices ........................................................................................................................................................ 12 41. Contingent Upon Appropriations and Authorization .................................................................................. 12 42. Covenant Against Contingent Fees ............................................................................................................. 12 43. Contract Work Hours and Safety Standards ................................................................................................ 13 44. Equal Opportunity Employment Practices .................................................................................................. 13 45. Use of Convict Labor .................................................................................................................................. 13 *Revised June 15, 2005 Effective June 15, 2005 Multiple Points of DeljygM. When electric service is supplied at or transmitted to two or more r schedule, said rate schedule shall apply separately to the service supplied at or I Provided, That where the meter readings are considered separately, and during a system is interconnected between points of delivery such that duplication of V readings at each affected point of delivery will be adjusted to compensate for dup] meters at alternate points of delivery due to abnormal conditions which are temporary conditions caused by scheduled outages. 6. Metering. of delivery under the same rate iitted to each point of delivery; nal conditions, the Contractor's d power is possible, the meter n of power demand recorded by nd the Contractor's control or 6.1 The total electric power and energy supplied or transmitted under the contract will be measured by metering equipment to be furnished and maintained by Western, a designated representative of Western, or where situations deem it appropriate as determined by Western, by the Contractor or iu agent(s). In the event metering equipment is furnished and maintained by the Contractor or its agent(s) and the equi 3ment is used for billing and other accounting purposes by Western, the Contractor shall ensure that the metering eqt ipment complies with applicable metering policies established by Western. 6.2 Meters shall be secured by appropriate security measures and cters shall not be accessed except when the meters are to be inspected, tested, adjusted, or repaired. Representatives ofaffected parties shall be afforded reasonable opportunity to be present upon such occasions. Metering equipment shal i'be inspected and tested each year by the party responsible for meter maintenance, unless a different test interval is del ermined in accordance with good utility practices by an applicable regional metering policy, or as agreed upon by the parties. Meters shall also be tested at any reasonable time upon request by a party hereto, or by an affected suppleme tal power supplier, transmission agent, or control area operator. Any metering equipment found to be damaged, defective, or inaccurate shall be repaired and readjusted or replaced by the party responsible for meter maintenance as soon as practicable. Meters found with security breaches shall be tested for tampering and, if appropriate, meter readings shall be adjusted by Western pursuant to Provision 6.3 below. 6.3 Except as otherwise provided in Provision 6.4 hereof, should ny meter that is used by Western for billing or other accounting purposes fail to register accurately, the electric power and energy supplied or transmitted during the period of failure to register accurately, shall, for billing purposes, be eslimated by Western from the best available information. 6.4 If inspections and tests of a meter used by Western for bi disclose an error exceeding 2 percent, or a lesser range in error as agreed upon by upon the inaccuracy found shall be made to the service records for the period of in, If the period of inaccuracy cannot be determined, the inaccuracy shall be assurn( monthly billing period immediately preceding the billing period in which the ir resulting correction shall be made accordingly. 6.5 Any correction in billing or other accounting information that records shall be made in a subsequent monthly bill rendered by Western to the Cont constitute full adjustment of any claim between the parties arising out of inaccurat ig or other accounting purposes e parties, then a correction based .uracy as determined by Western. to have existed during the entire ection or test was made and the -esults f rom, a correction in i actor. Payment of such bill metering equipment. Effective June 15, 2005 7. Existence of Transmission Service Contract. If the contract provides for Western to furnish services using the facilities of a third party, the obligation of Western shall be subject to and contingent upon the existence of a transmission service contract granting Western rights to use such facilities. If Western acquires or constructs facilities which would enable it to furnish direct service to the Contractor, Western, at its option, may furnish service over its own facilities. Conditions of Transmission Service. 8.1 When the electric service under the contract is furnished by Western over the facilities of others by virtue of a transmission service arrangement, the power and energy will be furnished at the voltage available and under the conditions which exist from time to time on the transmission system over which the service is supplied. 8.2 Unless otherwise provided in the contract or applicable rate schedule, the Contractor shall maintain a power factor at each point of delivery from Western's transmission agent as required by the transmission agent. 8.3 Western will endeavor to inform the Contractor from time to time of any changes planned or proposed on the system over which the service is supplied, but the costs of any changes made necessary in the Contractor's system, because of changes or conditions on the system over which the service is supplied, shall not be a charge against or a liability of Western. 8.4 If the Contractor, because of changes or conditions on the system over which service under the contract is supplied, is required to make changes on its system at its own expense in order to continue receiving service under the contract, then the Contractor may terminate service under the contract upon not less than sixty (60) days written notice given to Western prior to making such changes, but not thereafter. 8.5 If Western notifies the Contractor that electric service provided for under the contract cannot be delivered to the Contractor because of an insufficiency of capacity available to Western in the facilities of others over which service under the contract is supplied, then the Contractor may terminate service under the contract upon not less than sixty (60) days written notice given to Western prior to the date on which said capacity ceases to be available to Western, but not thereafter. 9. Multiple Points of Delivery involving Direct and Indirect Deliveries. When Western has provided line and substation capacity under the contract for the purpose of delivering electric service directly to the Contractor at specified direct points of delivery and also has agreed to absorb transmission service allowance or discounts for deliveries of energy over other system(s) to indirect points of delivery and the Contractor shifts any of its load served under the contract from direct delivery to indirect delivery, Western will not absorb the transmission service costs on such shifted load until the unused capacity, as determined solely I Western, available at the direct delivery points affected is fully utilized. 10. Construction. Operation, and Maintenance of Contractor's Power System. The Contractor shall, and, if applicable, shall require each of its members or transmission agents construct, operate, and maintain its power system in a manner which, as determined by Western, will not interfere wi the operation of the system of Western or its transmission agents over which electric services are furnished to Contractor under the contract, and in a manner which will coordinate with the protective relaying and other protectj)`? arrangements of the system(s) of Western or Western's transmission agents. Western may reduce or discontinu-,:? furnishing services to the Contractor if, after notice by Western, the Contractor fails or refuses to make such changes as may be necessary to eliminate an unsatisfactory condition on the Contractor's power system which is determined by Effective June 15, 2005 Western to interfere significantly under current or probable conditions with any system of Western or from the power system of a transmission agent of Western. S of service will not relieve the Contractor of liability for any minimum charges prov time said services are reduced or discontinued. Nothing in this Provision shall be co any manner for any claims, demands, costs, losses, causes of action, damages, or lia out of or resulting from the construction, operation, or maintenance of the Contra( Ill. RATES, BILLING, AND PAYMENT PROVISIONS. 11. Change of Rates. Rates applicable under the contract shall be subject to change by We rate adjustment procedures. If at any time the United States promulgates a rate ch contract, it will promptly notify the Contractor thereof. Rates shall become e effective date of such rate. The Contractor, by written notice to Western within nii of a rate change, may elect to terminate the service billed by Western under the effective on the last day of the billing period requested by the Contractor not later date of the new rate. Service provided by Western shall be paid for at the i Contractor exercises the option to terminate service. 12. Minimum Seasonal or Annual Capacily ChgMq. vice supplied from the power i a reduction or discontinuance d for in the contract during the -ued to render Westem I iable in ty of any kind or nature arising Is power system. ri in accordance with appropriate ng a rate then in effect under the ive as to the contract as of the (90) days after the effective date rate. Said termination shall be two (2) years after the effective rate regardless of whether the When the rate in effect under the contract provides for a minimum sea., onal or annual capacity charge, a statement of the minimum capacity charge due, if any, shall be included in the bil ? rendered for service for the last billing period of the service season or contract year as appropriate, adjusted for incz eases or decreases in the contract rate of delivery and for the number of billing periods during the year or season in whi -h service is not provided. Where multiple points of delivery are involved and the contract rate of delivery is stated tc be a maximum aggregate rate of delivery for all points, in determining the minimum seasonal or annual capacity charge due, if any, the monthly capacity charges at the individual points of delivery shall be added together. 13. Billing and Payment. 13.1 Western will normally issue bills to the Contractor for servic s furnished during the preceding month within ten (10) days after the end of the billing period. t 13.2 If Western is unable to issue timely monthly bill(s), Western rn?y elect to render estimated bill(s). Such estimated bill(s) shall be subject to the same payment provisions as final bill( and any applicable adjustments will be shown on a subsequent monthly bill. TI 13.3 Payments of bills issued by Western are due and payable by business on the twentieth (20th) calendar day after the date of issuance of each bill ol said day is a Saturday, Sunday, or Federal holiday. Bills shall be considered p. Western. Bills will be paid electronically or via the Automated Clearing House mi request to make payments by mail is submitted by the Contractor and approved by I accept payments by mail, these payments will be accepted as timely and without ass in Provision 14 (Nonpayment of Bills in Full When Due) if a United States Pos indicates the payment was mailed at least three (3) calendar days before the due d? e Contractor before the close of the next business day thereafter if id when payment is received by thod of payment unless a written0i lestern. Should Western agree to ssment of the charge provided for Office first class mail postmark te. 1A 4 Effective June 15, 2005 13.4 The parties agree that net billing procedures will be used for payments due Western by the Contractor and for payments due the Contractor by Western for the sale or exchange of electric power and energy, use of transmission facilities, operation and maintenance of electric facilities, and other services. Payments due one party in any month shall be offset against payments due the other party in such month, and the resulting net balance shall be paid to the party in whose favor such balance exists. The parties shall exchange such reports and information that either party requires for billing purposes. Net billing shall not be used for any amounts due which are in dispute. 14. Nonl)ayment of Bills in Full When Due. 14.1 Bills not paid in full by the Contractor by the due date specified in Provision 13 (Billing and Payment) hereof shall bear a charge of five hundredths percent (0.05%) of the principal sum unpaid for each day payment is delinquent, to be added until the amount due is paid in fall. Western will also assess a fee of twenty-five dollars ($25.00) for processing a late payment. Payments received will first be applied to the charges for late payment assessed on the principal and then to payment of the principal. 14.2 Western shall have the right, upon not less than fifteen (15) days advance written notice, to discontinue furnishing the services specified in the contract for nonpayment of bills in full when due, and to refuse to resume such services so long as any part of the amount due remains unpaid. Such a discontinuance of service will not relieve the Contractor of liability for minimum charges during the time service is so discontinued. The rights reserved to Western herein shall be in addition to all other remedies available to Western either by law or in equity, for the breach of any of the terms hereof. 15. Adiustments for Fractional Billing Period. The demand or capacity charge and minimum charges shall each be proportionately adjusted when fractional billing periods are applicable under this contract. A fractional billing period can occur: (1) at the beginning or end of electric service; (2) at the beginning or end of irrigation pumping service each year; (3) for a fractional billing period under a new rate schedule; or (4) for fractional periods due to withdrawals of electric services. The adjustment will be made based on the ratio of the number of hours that electric service is available to the Contractor in such fractional billing period to the total number of hours in the billing period involved. Energy billing shall not be affected by fractional billing periods. 16. Adiustments for Curtailments to Finn Service. 16.1 Billing adjustments will be made if firm electric service is interrupted or reduced because of conditions on the power system of the United States for periods of one (1) hour or longer in duration each. Billing adjustments will not be made when such curtailment of electric service is due to a request by the Contractor or a discontinuance of electric service by Western pursuant to Provision 14 (Nonpayment of Bills in Full When Due). For purposes of billing adjustments under this Provision, the term power system of the United States shall include transmission facilities used under contract but not owned by the United States. 16.2 The total number of hours of curtailed firm electric service in any billing period shall be determined by adding: (1) the sum of the number of hours of interrupted electric service to (2) the product, of each reduction, of. the number of hours reduced electric service and the percentage by which electric service was reduced below the delivery obligation of Western at the time of each said reduction of electric service. The demand or capacity charge and applicable minimum charges shall each be proportionately adjusted in the ratio that the total nu mber of hours of electric service determined to have been curtailed bears to the total number of hours in the billing period involved. Effective June 15, 2005 16.3 The Contractor shall make written claim within thirty (30) dai for adjustment on account of any curtailment of firm electric service, for periods of each, alleged to have occurred that is not reflected in said bill. Failure to make sucl day (30-day) period, shall constitute a waiver of said claim. All curtailments of conditions on the power system of the United States, shall be subject to the terms withdrawal of power and energy under the contract shall not be considered a curial IV. POWER SALES PROVISIONS. s after receiving the monthly bill, Dne (1) hour or longer in duration written claim, within said thirty- Jectric service, which are due to Df this Provision; Provided, That Iment of electric service. 17. Resale of Firm Electric Service (Wholesale Sales for Resale). The Contractor shall not sell any firm electric power or energy supplie under the contract to any electric utility customer of the Contractor for resale by that utility customer; Provided, That the Contractor may sell the electric power and energy supplied under the contract to its members on condition that said members not sell any of said power and energy to any customer of the member for resale by that customer. 18. Distribution Principles, The Contractor agrees that the benefits of firm electric power or energ supplied under the contract shall be made available to its consumers at rates that are established at the lowest pos3ible level consistent with sound business principles, and that these rates will be established in an open and public manner. The Contractor further agrees that it will identify the costs of firm electric power or energy supplied under I he contract and power from other sources to its consumers upon request. The Contractor will demonstrate complia ice with the requirements of this Provision to Western upon request. 19. Contract Subject to Colorado River Compact. Where the energy sold under the contract is generated from waters c contract is made upon the express condition and with the express covenant that all subject to and controlled by the Colorado River Compact approved by Section 13 ( Act of December 21, 1928, 43 U.S.C. §§ 617a-e, and the parties to the contract sh controlled by said Colorado River Compact in the construction, management, and and powerplants from which electrical energy is to be furnished by Western to the C the storage, diversion, delivery, and use of water for the generation of electrical en the Contractor under the contract. V. FACILITIES PROVISIONS. 20. Design Approval. All facilities, construction, and installation by the Contractor pursuant the approval of Western. Facilities interconnections shall normally conform Requirements for Interconnection," in effect upon the signing of the contrac interconnection, copies of which are available from Western.' At least ninety (90) da to the date the Contractor proposes to commence construction or to incur an oblik installed pursuant to the contract, whichever date is the earlier, the Contractor Western, detailed designs, drawings, and specifications of the facilities the Contract and install. The Contractor assumes all risks for construction commenced or oblijzat the Colorado River system, the ghts under the contract shall be of the Boulder Canyon Project I observe and be subject to and )eration of the dams, reservoirs, tractor under the contract, and in ,Yy to be delivered by Western to to the contract shall be subject to to Western's current "General t document providing for each ys, unless otherwise agreed, prior :ation to purchase facilities to be all submit, for the approval of r proposes to purchase, construct, ns to purchase facilities incurred Effective JuFe 15, 2005 prior to receipt of approval from Western. Western review and approval of designs and construction work in no way implies that Western is certifying that the designs meet the Contractor's needs. 21. Inspection and Acceptance. Western shall have the right to inspect the materials and work furnished by the Contractor, its agents, employees, and subcontractors pursuant to the contract. Such inspections shall be at reasonable times at the work site. Any materials or work that Western determines is defective or not in accordance with designs, drawings, and specifications, as approved by Western, shall be replaced or modified, as directed by Western, at the sole expense of the Contractor before the new facilities are energized. 22. As-Built Drawings. Within a reasonable time, as determined by Western, after the completion of construction and installation of facilities pursuant to the contract, the Contractor shall submit to Western marked as-built prints of all Western drawings affected by changes made pursuant to the contract and reproducible drawings the Contractor has prepared showing facilities of Western. The Contractor's drawings of Western facilities shall use drawing title blocks, drawing numbers, and shall be prepared in accordance with drafting standards all as approved by Western. Western may prepare, revise, or complete said drawings and bill the Contractor if the Contractor fails to provide such drawings to Western within a reasonable time as determined by Western. 23. Equipment Ownership Markers. 23.1 The Contractor shall identify all movable equipment and, to the extent agreed upon by the parties, all other salvageable facilities constructed or installed on the United States right-of-way or in Western substations pursuant to the contract which are owned by the Contractor, by permanently affixing thereto suitable markers clearly identifying the Contractor as the owner of said equipment and facilities. 23.2 If requested by the Contractor, Western shall identify all movable equipment and, to the extent agreed upon by the parties, all other salvageable facilities constructed or installed on the Contractor's right-of-way or in the Contractor's substations pursuant to the contract which are owned by the United States, by permanently affixing thereto suitable markers clearly identifying the United States as the owner of said equipment and facilities. 24. Third-Party Use of Facilities. The Contractor shall notify Western of any proposed system change relating to the facilities governed by the contract or allowing third-party use of the facilities governed by the contract. If Western notifies the Contractor that said system change will, as solely determined by Western, adversely affect the operation of Western's system the Contractor shall, at no cost to Western, provide a solution to said adverse effect acceptable to Western. 25. Changes to Western Control Facilities. ::3 If at any time during the term of the contract, Western determines that changes or additions to contro,:1,, relay, or communications facilities are necessary to maintain the reliability or control of Western's transrrussi? 4. , G system, and said changes or additions are entirely or partially required because of the Contractor's equipment installe ' under the contract, such changes or additions shall, after consultation with the Contractor, be made by Western with ? (9 costs or a proportionate share of all costs, as determined by Western, to be paid by the Contractor. Western shall notil the Contractor in writing of the necessary changes or additions and the estimated costs to be aid by the Contractor., p the Contractor fails to pay its share of said estimated costs, Western shall have the right, after giving sixty (60) day'1?51 written notice to the Contractor, to terminate the applicable facility installation provisions to the contract and require the removal of the Contractor's facilities. 26. Modification of Western Facilities. Western reserves the right, at any time, to modify its facilities. )A informed of all planned modifications to Western facilities which impact the fac contract. Western shall permit the Contractor to change or modify its facilities, in cost or expense to Western, to retain the facilities interconnection pursuant to the co Western shall cooperate with the Contractor in planning alternate arrangements for si at no cost or expense to Western. The Contractor and Western shall modify the coi the new facilities arrangements. 27. Transmission Rfizhts. Effective June 15, 2005 estem shall keep the Contractor lities installation pursuant to the i manner satisfactory to and at no itract. At the Contractor's option, rvice which shall be implemented .tract, as necessary, to conform to If the contract involves an installation which sectionalizes a Western transmission line, the Contractor hereby agrees to provide a transmission path to Western across such sectionalizing facilities at no cost or expense to Western. Said transmission path shall be at least equal, in terms of capacity and reliability, to the path in the Western transmission line prior to the installation pursuant to the contract. 28. Construction and Safety Procedures. 28.1 The Contractor hereby acknowledges that it is aware of the hazards inherent in high-voltage electric lines and substations, and hereby assumes full responsibility at all times for Lhe adoption and use of necessary safety measures required to prevent accidental harm to personnel engaged in the construction, inspection, testing, operation, maintenance, replacement, or removal activities of the Contractor pursua: it to the contract. The Contractor and the authorized employees, agents, and subcontractors of the Contractor shall co ly with all applicable safety laws and building and construction codes, including the provisions of Chapter I of the Power System Operations Manual, entitled Power System Switching Procedure, and the Occupational Safety and Healtl Administration regulations, Title 29 C.F.R. §§ 1910 and 1926, as amended or supplemented. In addition to the safe y program required herein, upon request of the United States, the Contractor shall provide sufficient information to i lemonstrate that the Contractor's safety program is satisfactory to the United States. 28.2 The Contractor and its authorized employees, agents, and subcontractors shall familiarize themselves with the location and character of all the transmission facilities of Western and interconnections of others relating to the work performed by the Contractor under the contract. Prior to starting any construction, installation, or removal work, the Contractor shall submit a plan of procedure to Western which shall indicate the sequence and method of performing the work in a safe manner. No work shall be performed b the Contractor, its employees, agents, or subcontractors until written authorization to proceed is obtained from Wrstern. 28.3 At all times when the Contractor, its employees, agents, activities of any type pursuant to the contract, such activities shall be under superv: or subcontractor of the Contractor who shall be authorized to represent the Contr, activity being performed. The Contractor and Western will keep each other inforr representatives at the site. subcontractors are performing n of a qualified employee, agent, )r in all matters pertaining to the of the names of their designated ell Effective June 15, 2005 28.4 Upon completion of its work, the Contractor shall remove from the vicinity ofthe right-of-way of the United States all buildings, rubbish, used materials, concrete forms, and other like material belonging to the Contractor or used under the Contractor's direction, and in the event of failure to do so the same may be removed by Western at the expense of the Contractor. 28.5 In the event the Contractor, its employees, agents, or subcontractors fail to comply with any requirement of this Provision, or Provision 21 (Inspection and Acceptance) herein, Western or an authorized representative may issue an order to stop all or any part of the work until such time as the Contractor demonstrates compliance with the provision at issue. The Contractor, its employees, agents, or subcontractors shall make no claim for compensation or damages resulting from such work stoppage. 29. Environmental Comnliance. Facilities installed under the contract by any party shall be constructed, operated, maintained, replaced, transported, and removed subject to compliance with all applicable laws, including but not limited to the National Historic Preservation Act of 1966,16 U.S.C. §§ 470x-6, the National Environmental Policy Act of 1969,42 U.S.C. §§ 4321-4347, the Endangered Species Act of 1973, 16 U.S.C. §§ 1531-1544, and the Archaeological Resources Protection Act of 1979, 16 U.S.C. §§ 470aa-470mm, and the regulations and executive orders implementing these laws, as they may be amended or supplemented, as well as any other existing or subsequent applicable laws, regulations, and executive orders. 30. Responsibility for Regulated Materials. When either party owns equipment containing regulated material located on the other party's substation, switchyard, right-of-way, or other property, the equipment owner shall be responsible for all activities related to regulated materials in such equipment that are necessary to meet the requirements of the Toxic Substances Control Act, 15 U.S.C. §§ 2601-2692, the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901-6992k, the Comprehensive Environanental Response, Compensation, and Liability Act of 1980,42 U.S.C. §§ 9601-9675, the Oil Pollution Act of 1990,33 U.S.C. §§ 2702-2761, the Clean Water Act, 33 U.S.C. §§ 1251-1387, the Safe Drinking Water Act, 42 U.S.C. §§ 300f-j26, and the regulations and executive orders implementing these laws, as they may be amended or supplemented, and any other existing or subsequent applicable laws, regulations, and executive orders. Each party shall label its equipment containing regulated material in accordance with appropriate laws and regulations. If the party owning the equipment does not perform activities required under appropriate laws and regulations within the time frame specified therein, the other party may perform or cause to be performed the required activities after notice to and at the sole expense of the party owning the equipment. V1. OTHER PROVISIONS. 31. Authorized Representatives of the Parties. Each party to the contract, by written notice to the other, shall designate the representative(s) who is (are?? authorized to act in its behalf with respect to those matters contained in the contract which are the functions anA, responsibilities of the authorized representatives of the parties. Each party may change the designation of ij,6', n authorized representative(s) upon oral notice given to the other, confirmed promptly by written notice. I I Effective June 15, 2005 32. Effect of Section Headings. Section headings or Provision titles appearing in the contract or these are inserted for convenience only and shall not be construed as interpretations of Power Contract Provisions 33. Operating Guidelines and Procedures. The parties to the contract may agree upon and put into effect fromi time to time, such other written guidelines and procedures as may be required in order to establish the methods of o ration of the power system to be followed in the performance of the contract. T 34. Uncontrollable Forces. Neither party to the contract shall be considered to be in default in pe: under the contract, except to make payment as specified in Provision 13 (Billing ai of performance shall be due to an uncontrollable force. The term "uncontrollable f control of the party affected, including but not restricted to, failure of or threat of fai storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor 4 sabotage, restraint by court order or public authority and action or nonaction by, authorizations or approvals from, any governmental agency or authority, which by ( could not reasonably have been expected to avoid and which by exercise of di overcome. Nothing contained herein shall be construed to require a party to settle at may be involved. Either party rendered unable to fulfill any of its obligations u uncontrollable force shall give prompt written notice of such fact to the other party remove such inability with all reasonable dispatch. :)rmance of any of its obligations Payment) herein, when a failure ce" means any cause beyond the re of facilities, flood, earthquake, spute, labor or material shortage, r failure to obtain the necessary crcise of due diligence such party diligence it shall be unable to strike or labor dispute in which it Jer the contract by reason of an id shall exercise due diligence to 35. Liability. 35.1 The Contractor hereby agrees to indemnify and hold harmless the United States, its employees, agents, or contractors from any loss or damage and from any liability on account of personal injury, death, or property damage, or claims for personal injury, death, or property damage of any nature whadoever and by whomsoever made arising out of the Contractors', its employees', agents', or subcontractors' construction, operation, maintenance, or replacement activities under the contract. 35.2 The United States is liable only for negligence on the part f its officers and employees in accordance with the Federal Tort Claims Act, 28 U.S.C. §§ 1346(b), 1346(c), 2401 ffl, 2402, 2671, 2672,2674-2680, as amended or supplemented. 36. Cooperation of Contracting Parties. If, in the operation and maintenance of their respective power systerr utilization thereof for the purposes of the contract, it becomes necessary by reason o condition for either party to request the other to fumish personnel, material! accomplishment thereof, the party so requested shall cooperate with the other and ren requested may determine to be available. The party making such request, upon receii the other party, shall reimburse the party rendering such assistance for all costs prop, in such performance, including administrative and general expenses, such costs to be charges or rates used in its own operations by the party rendering assistance. Issuano J, or electrical equipment and the ':3 any emergency or extraordinary :2 tools, and equipment for the ITI-1) fer such assistance as the party so a t of properly itemized bills from :J? Irly and reasonably incurred by it letermined on the basis of current I and payment of bills for services 10 Effective June 15, 2005 provided by Westem shall be in accordance with Provisions 13 (Billing and Payment) and 14 (Nonpayment of Bills in Full When Due) herein. Western shall pay bills issued by the Contractor for services provided as soon as the necessary vouchers can be prepared which shall normally be within twenty (20) days. 37. Transfer of Interest in Contract or Change in Preference Status. 37.1 No voluntary transfer of the contract or of the rights of the Contractor under the contract shall be made without the prior written approval of the Administrator of Western. Any voluntary transfer of the contract or of the rights of the Contractor under the contract made without the prior written approval of the Administrator of Western may result in the termination of the contract; Provide , That the written approval of the Administrator shall not be unreasonably withheld; Provided further, That if the Contractor operates a project financed in whole or in part by the Rural Utilities Service, the Contractor may transfer or assign its interest in the contract to the Rural Utilities Service or any other department or agency of the Federal Government without such prior written approval; Provided further, That any successor to or assignee of the rights of the Contractor, whether by voluntary transfer, judicial sale, foreclosure sale, or otherwise, shall be subject to all the provisions and conditions of the contract to the same extent as though such successor or assignee were the original Contractor under the contract; and, Provided further, That the execution of a mortgage or trust deed, orjudicial or foreclosure sales made thereunder, shall not be deemed voluntary transfers within the meaning of this Provision. 37.2 The Contractor shall maintain its status as an entity eligible for preference in Western's sale of Federal power pursuant to Reclamation law, as amended and supplemented. 37.3 Western shall give the Contractor written notice of Western's proposed determination that the Contractor has violated Provision 37.1 and Western's proposed action in response to the violation. 37.4 The Contractor shall have 120 days after receipt of Western's notice provided under Provision 37.3 to submit a written response to Western. The Contractor may also make an oral presentation to the Administrator during this 120-day period. 37.5 At any time during this process, the Contractor and Western may agree upon corrective action to resolve Western's proposed determination that the Contractor is in violation of Provision 3 7. 1. 37.6 Within 30 days of receipt of the Contractor's written response provided under Provision 37.4, Western will notify the Contractor in writing of its final decision. The Administrator's written notice will include the intended action, the effective date thereof, and the reasons for taking the intended action. Implementation of the Administrator's action shall take place no earlier than 60 days from the Contractor's receipt of such notice. 37.7 Any successor to Western shall be subject to all the provisions and conditions of the contrac the same extent as though such successor were an original signatory to the contract. 37.8 Nothing in this Provision shall preclude any right to judicial review available to the Contra4l, 31: I under Federal law. 1 J 11 Effective June 15, 2005 38. Choice of Law and Forum. Federal law shall control the obligations and procedures establi: performance and enforcement thereof. The forum for litigation arising from this Federal court of the United States, unless the parties agree to pursue alternative c 39. Waivers. Any waivers at any time by either party to the contract of its rights matter arising under or in connection with the contract shall not be deemed a,?N default or matter. 40. Notices. Any notice, demand, or request specifically required by the contract o shall be considered properly given when delivered in person or sent by postage pr commercial delivery service, facsimile, electronic, prepaid telegram, or by other n parties, to each party's authorized representative at the principal offices of the party be notified may be changed at any time by similar notice. Where facsimile or elel communication covered by this Provision, the sending party shall keep a c, communications and shall verify receipt by the other party. by this contract and the ract shall exclusively be a e resolution. respect to a default or any other with respect to any subsequent these Provisions to be in writing paid registered or certified mail, -ans with prior agreement of the The designation of the person to ronic means are utilized for any ritemporaneous record of such 41. Contingent Upon Appropriations and Authorization. 41.1 Where activities provided for in the contract extend beyond e current fiscal year, continued expenditures by the United States are contingent upon Congress making the necessary appropriations required for the continued performance of the United States' obligations under the contract. In case such appropriation is not made, the Contractor hereby releases the United States from its contractual obligations and froin all liability due to the failure of Congress to make such appropriation. 41.2 In order to receive and expend funds advanced from the Contractor necessary for the continued performance of the obligations of the United States under the contract, additional authorization may be required. In case such authorization is not received, the Contractor hereby releases the Unitcd States from those contractual obligations and from all liability due to the lack of such authorization. 42. Covenant Against Contingent Fees. The Contractor warrants that no person or selling agency has been secure the contract upon an agreement or understanding for a commission, percer excepting bona fide employees or bona fide established commercial or selling age for the purpose of securing business. For breach or violation of this warranty, Wes contract without liability or in its discretion to deduct from the contract price or cc commission, percentage, brokerage, or contingent fee. ployed or retained to solicit or brokerage, or contingent fee, s maintained by the Contractor shall have the right to annul the leration the full amount of such 12 S Efftctive Juhe 15, 2005 43. Contract Work Hours and Safety Standards. The contract, to the extent that it is of a character specified in Section 103 of the Contract Work Hours and Safety Standards Act (Act), 40 U.S.C. § 329, as amended or supplemented, is subject to the provisions of the Act, 40 U.S.C. §§ 327-334, as amended or supplemented, and to regulations promulgated by the Secretary of Labor pursuant to the Act. 44. Egual Opi2ortunity Employment Practices. Section 202 of Executive Order No. 11246,30 Fed. Reg. 12319 (1965), as amended by Executive Order No. 12086, 43 Fed. Reg. 46501 (1978), as amended or supplemented, which provides, among other things, that the Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin, is incorporated herein by reference the same as if the specific language had been written into the contract, except that Indian Tribes and tribal organizations may apply Indian preference to the extent permitted by Federal law. 45. Use of Convict Labor. The Contractor agrees not to employ any person undergoing sentence of imprisonment in performing the contract except as provided by 18 U.S.C. § 3622(c), as amended or supplemented, and Executive Order No. 11755, 39 Fed. Reg. 779 (1973), as amended or supplemented. 0 13 Exhibit A, Revision No. 1 Contract No. 07-DSR-11766. Town. of Marana, AZ Water Department MONTHLY DELIVERY OBLIGATIONS 1. This Exhibit A, Revision No. 1, (Exhibit A), made this 20~' day of November , 2008, to be effective under and as a part of Contract No. 07-DSR-11766 (Contract), shall become effective November 1, 2008 and supersedes Exhibit A, dated August 13, 2007. This Exhibit A shall remain in effect until superseded by another Exhibit A; provided that this Exhibit A or any superseding Exhibit A shall terminate upon expiration of the Contract. 2. CONTRACT RATE OF DELIVERY (CROD): 2.1 The seasonal CROD for Parker-Davis Project (PDP) nonwithdrawable firm capacity in kilowatts (kW) shall be as follows: Nonwithdrawable Season Firm Capacity (kW) Winter 1,000 Summer 1,000 Total Firm Capacity 1,000 1,000 2.2 The seasonal CROD for PDP nonwithdrawable firm capacity in kW at the Point(s) of Delivery designated in Exhibit B shall be: 2.2.1 WINTER SEASON: Point(s) of Delivery Voltage(s) (kV) Marana Tap 115 Winter Season Total Kilowatt(s) (kW) 1,000 1,000 Page 1 of 5 Exhibit A, Revision No. 1 Contract No. 07-DSR-11766 Town of Marana, AZ Water Department 2.2.2 SUMMER SEASON: ' Point(s) of Delivery Voltage(s) (kV) Kilowatt(s) (kW) Marana Tap 115 1,000 Summer Season Total 1,000 2.3 On and after October 1, 2008, at the discretion and sole determination of Western, the Contractor's CROD will be subject to adjustment on five (5) years notice in response to changes in hydrology and river operations. Proportional adjustments will be set forth in a revised Exhibit A only after appropriate public process. 3. ENERGYt: 3.1 The Seasonal Energy obligations for PDP nonwithdrawable firm energy in kilowatt-hours (kWh) shall be as follows: Nonwithdrawable Total Season .Firm Energy (kWh) Firm Energy (kWh) Winter 1,703,000 1,703,000 Summer 3,441,000 3,441,000 Annual Firm Energy Total 5,144,000 1 In its application for PDP electric service, the Contractor submitted historical load data establishing the energy required to serve its qualified load was less than Western's Seasonal obligation, as defined in subsection 6.1.2 of this Contract. Western shall monitor energy deliveries under this Contract to ensure they do not exceed the amount of energy required to serve the Contractor's qualified load for PDP electric service. Western will revise this Exhibit A, as necessary, with energy obligations that are reduced appropriately based upon the Contractor's qualified load. At such time that Western determines that the Contractor's qualified load is equal to or greater than Western's Seasonal Energy obligation, Western will revise Exhibit A with energy obligations equal to Western's Seasonal Energy obligation. Page 2 of 5 Exhibit A, Revision No. 1 Contract No. 07-DSR-11766 Town of Marana, AZ Water Department 3.2 The Seasonal Energy obligations for PDP nonwithdrawable firm energy in kWh will be delivered pursuant to the Contract at each Point(s) of Delivery designated in Exhibit B in the quantities listed below as the Monthly Energy applicable to that billing period, or as otherwise provided for in Attachment No. 1 to this Exhibit A, attached hereto: 3.2.1 WINTER SEASON ENERGY (OCTOBER -FEBRUARY): Month Monthly Enemy (kWh) October 350,000 November 338,000 December 350,000 January 3505000 February 315,000 Winter Season Total 1,703,000 3.2.2 SUMMER SEASON ENERGY (MARCH -SEPTEMBER): Month Monthly Energy (kWh) March 499,000 April 482,000 May 499,000 June. 482,000 July 499,000 August 499,000 September 481,000 Summer Season Total 3,441,000 ANNUAL ENERGY TOTAL 15 15 4 3.3 Energy Billing: Monthly Energy will be billed in accordance with the quantities listed under "Exhibit A Estimated Monthly Energy" in Attachment No. 1 to this Page 3 of 5 Exhibit A, Revision No. 1 Contract No. 07-DSR-11766 Town of Marana, AZ Water Department Exhibit A. At the end of each Fiscal Year, any quantities listed in "End of Year Energy to be Invoiced" will be billed to the Contractor. 4. The following terms, when used in the Contract or Exhibits, shall have the meaning specified: 4.1 NERC Holidays: Holidays observed by NERC. These days are normally New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, unless. otherwise determined by NERC. Any exception to the above-listed days shall be identified in an attachment to this Exhibit A. 4.2 Off-Peak Hours: All day on Sunday and NERC Holidays and the following hours on Monday through Saturday: 4.2.1 The hour ending 2300 through the hour ending 0600 Pacific Daylight Time during the period designated as daylight. saving time as observed by NERC. 4.2.2 The hour ending 2300 through the hour ending 0600 Pacific Standard Time during the period designated standard time as observed by NERC. 4.3 On-Peak Hours: All other times. 5. This Exhibit A may be modified in accordance with Section 14 of the Contract. Page 4 of 5 Exhibit A, Revision No. 1 Contract No. 07-DSR-11766 Town of Marana, AZ Water Department The Parties have caused this Exhibit A, Revision No. 1, to Contract No. 07-DSR-11766 to be executed the date first written above. DEPARTMENT OF ENERGY WESTERN AREA POWER ADMINISTRATION Deborah K. Emler Title Assistant Regional Manager for Federal Power Programs Address Desert Southwest Region P.O. Box 6457 Phoenix, AZ 85005-6457 TOWN OF MARANA, AZ WATER DEPARTME T By C. Brad DeSpa Title Utilities'Director Address Town of Marana,AZ Water Department 5100 West Ina. Road Tucson, AZ 85743 Page 5 of 5 oil 0 0 N d N W H Z Z U W W ~ ~ 2 ~ W Q N ava ~ U Q H F J m Q W = N(~j W Q W ~ Z ~ r a , ~y~ D Oho Z Y U ~a~ 0 ~ °o_ o F~- a v Z O fA W ~ Z Z,~^^ V! 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