Full Load Service Contract 22-SNR-02770 and Scheduling — CleanPowerSF Sfpuc Commission, May 9, 2023

DEPARTMENT Power Enterprise

AGENDA NO.

11 MEETING DATE

May 9, 2023

APPROVAL:

COMMISSION

SECRETARY

Donna Hood

AGENDA ITEM
Public Utilities Commission
City and County of San Francisco

Professional Services Amend: Regular Calendar
Project Manager: Randi H Cheuk and Julia Olguin

Approve Amendment No. 4, Full Load Servic e Contract and Scheduling Coordinator Contract with the U.S. Department of Energy Western Area Power Administration for Treasure Island and Yerba Buena Island

Summary of
Proposed
Commission Action:

Approve Amendment No. 4 to Full Load Service Contract 22-SNR-02770 and Scheduling Coordinator Contract 22- SNR-02771 with the United States of America, acting through the Department of Energy Western Area Power Administration (WAPA), for WAPA to continue providing portfolio management services and supplemental power purchases for Treasure Island and Yerba Buena Island; and authorize the General Manager to execute th e amendments, extending the term by five years to December 3 1, 2029 for a
total contract term of 25 years, and increasing the contract amount by $13,130,000, for a total not -to-exceed amount of $41,500,000 , subject to Board of Supervisors approval pursuant to Charter Section 9.118.

Background: Background:

The City has an existing power purchase agreement with WAPA that provides low -cost Federal el ectricity to Treasure Island and Yerba Buena Island (TI/YBI) from January 1, 2005 through December 31, 2054 through an allocation of base resource energy. This agreement was approved by the Board of Supervisors (Board) on January 22, 2001, by Resolution 0056-01, File 0021191, and an amendment was approved by the B oard on May 11, 2021 by Resolution 219-21, File 210336.

The City and WAPA are also parties to Full Load Service ( FLS) Contract 04- SNR-00723 and Scheduling Coordinator (SC) Contract 04- SNR-00724, whereby WAPA provides supplemental powe r, portfolio management , and scheduling coordinator services , on behalf of the City, for TI/YBI. The FLS contract gives WAPA the ability to procure supplemental power in the event that WAPA’s base resources are insufficient to meet TI/YBI’s requirements in any given period. The SC C ontract allows WAPA to act as the City’s scheduling coordinator for all interactions with the California Independent Title: Full Load Service Contract and Scheduling Coordinator Services Contract with the U.S. Department of Energy Western Area Power Administration for Treasure Island and Yerba Buena Island Commission Meeting Date: May 9, 2023

System Operator associated with electric service to TI/YBI . The FLS Contract and the SC Contract were originally approved by the SFPUC by Resolution 04- 0148 on September 14, 2004 and Resolution 04- 0197 on November 30, 2004, and the Board of Supervisors on January 11, 2005 under Ordinance 0017-05, File 041351. The original term of the FLS Contr act and the SC Contract was from January 1, 2005 to September 30, 2010.

Amendment No. 1 to the FLS Contract and SC Contract was approved by the SFPUC by Resolution 07- 0178 on October 9, 2007, and the Board of Supervisors on December 04, 2007 by Ordinance 0276- 07, File 071458.

Amendment No. 1 extended the term by an additional five years to September 30, 2015 and increased the total estimated contract amount by $4,240,000.

Amendment No. 2 to the FLS Contract and SC Contract was approved by the SFPUC by Resolution 11-0153 on September 13, 2011, and the Board of Supervisors on November 16, 2011 by Ordinance 256-11, File 111096.

Amendment No. 2 extended the term by an additional five years to September 30, 2020 and increased the total estimated contract amount by $9,650,000.

Amendment No. 3 to the FLS Contract and SC Contract was approved by the SFPUC with Resolution 18-0035 on February 27, 2018 , and the Board of Supervisors on July 31, 2018 by Ordinance 197- 18, File 180356. Amendment No. 3 extended the term of the agreement by an additional four years and three months to December 31, 2024 and increased the total estimated contract amount by $12,360,000.

Amendment No. 4 to the FLS and SC Contract
would extend the term of
the agreement s by five years to December 31, 2029 and increase the total estimated contract amount by $13,130,000 for a total not-to-exceed amount of $41,500,000 with $22,200,000 attributed to the FLS Contract and $19,300,000 to the SC Contract.

WAPA is in the process of soliciting and entering into an additional supplemental power purchase agreement for the same period and requires a commitment from its customers by amending the FLS Contract and SC Contract to extend the term to December 31, 2029.

It should be noted that the actual cost of the electricity services to be purchased under Amendment No. 4 may be higher or lower than the estimated cost due to the variability of the following: (a) market rate of electricity at the time of purchase; (b) total amount of electricity generated by WAPA’s Central Valley and Washoe Projects; (c) TI/YBI’s actual ele ctricity requirements and time of demand; and (d) number of transactions, i.e., buying and selling electricity from and to third party providers, needed to balance TI/YBI’s hourly electric load.

Description of Scope
of Products and
Services:

Under the FLS Contract, WAPA provides supplemental power purchases and portfolio management services to serve the TI/YBI load that is unmet by the amount of generation that the City has contracted to receive from WAPA Title: Full Load Service Contract and Scheduling Coordinator Services Contract with the U.S. Department of Energy Western Area Power Administration for Treasure Island and Yerba Buena Island Commission Meeting Date: May 9, 2023

under its Base Resource Power Purchase Agreement. This additional or supplemental power may include long- term, short-term, day-ahead, and hour- ahead purchases, and/or other arrangements. Under the SC C ontract, WAPA provides scheduling coordinator services for all interactions with the California Independent System Operator associated with electric service to TI/YBI.

Result of Inaction: A delay in amending or disapproval of the amendment to the FLS Contract and the SC C ontract will result in termination of the low -cost services currently provided by WAPA as o f December 31, 2024 . As a result, the SFPUC will have to provide the services internally or procure and contract equivalent services from a third-party provider.

Budget & Costs: Original Not-To-Exceed Amount: $2,120,000 Amendment No. 1 Amount: $4,240,000
Amendment No. 2 Amount: $9,650,000
Amendment No. 3 Amount: $12,360,000
Amendment No. 4 Amount: $13,130,000
Total Not-To-Exceed Amount: $41,500,000
Funding to cover the cost of procuring supplemental power to TI/YBI will be recovered through the electric utility rates charged to TI/YBI customers.

Schedule: Original FLS Contract Duration:

January 1, 2005 through September 30, 2010
Amendment No. 1 Duration:

October 1, 2010 through September 30, 2015
Amendment No. 2 Duration:

October 1, 2015 through September 30, 2020
Amendment No. 3 Duration:

October 1, 2020 through December 31, 2024
Amendment No. 4 Duration:

January 1, 2025 through December 31, 2029
Total Duration: 25 years

Compliance with
Administrative
Chapter 12B and
14B:

Compliance with Chapter 12B and 14B is not required because WAPA is a public entity.

Recommendation: SFPUC staff recommends that the Commission approve Amendment No. 4 to the FLS C ontract and the SC Contract through adopt ion of the attached resolution.

Attachments: 1. Draft Full Load Service Contract (22-SNR-02770)

2. Draft Scheduling Coordinator Services Contract (22-SNR-02771)

PUBLIC UTILITIES COMMISSION
City and County of San Francisco
RESOLUTION NO. :

WHEREAS, The San Francisco Public Utilities Commission ( SFPUC) purchases low - cost electricity and other services from the federal government, through the Western Area Power Administration (WAPA), in order to provide electric service to Treasure Island and Yerba Buena Island (TI/YBI); and
WHEREAS, The Board of Supervisors, pursuant to Resolution 0056-01, authorized the General Manager of the SFPUC to execute a Full Load Service contract (FLS Contract) with the WAPA for electric service to TI/YBI effective January 1, 2005, for a period of five years and nine months until September 30, 2010; and
WHEREAS, Amendment No. 1 to the FLS C ontract extending the term from September 30, 2010 to September 30, 2015, and increasing the contract amount by $4,240,000 was approved by the Commission by Resolution No. 07- 0178, and by the Board of Supervisors by Ordinance 0276-07; and
WHEREAS, Amendment No. 2 to the FLS C ontract extending the term from September 30, 2015 to September 30, 2020 and increasing the contract amount by $9,650,000 was approved by the Commission by Resolution No. 11- 0153, and by the Board of Supervisors by Ordinance 256-11; and
WHEREAS, Under the FLS Contract, WAPA provides Portfolio Management Services and Supplemental Power Purchases to ensure that load at TI/YBI would be reliably served; and WHEREAS, Amendment No. 3 to the FLS contract extending the term by four years and three months from September 30, 2020 to December 31, 2024 and increas ing the contract amount by $12,360,000 was approved by the Commission by Resolution No. 219-21, and by the Board of Supervisors by Ordinance 219-21; and
WHEREAS, Amendment No. 4 to the FLS contract and SC contract extends the term by five years from January 1 , 2025 to December 31, 2029, and increases the contract amount by $13,130,000 for a total not- to-exceed amount of $41,500,000, subject to Board of Supervisors approval; and
WHEREAS, The FLS contract allows the City to continue providing low cost federal power for all the anticipated electric power needs to TI/YBI; and WHEREAS, The cost of the extended FLS contract will be recovered through the electric utility rates at TI/YBI and paid for by the SFPUC’s Power Enterprise; now, therefore, be it

RESOLVED, That the General Manager of the San Francisco Public Utilities Commission is hereby authorized to execute Amendment No. 4 to the FLS contract and the SC contract with WAPA extending the term by five years to December 31, 2029, and increasing the previously authorized contract amount by $13,130,000 for a total not to exceed amount of $41,500,000, subject to the approval of the Board of Supervisors pursuant to Charter Section

9.118; and be it
FURTHER RESOLVED, That the General Manager of the San Francisco Public Utilities Commission is authorized to seek approval of Amendment No. 4 to the FLS contract and SC contract by the Board of Supervisors.

I hereby certify that the foregoing resolution was adopted by the Public Utilities Commission at its meeting of May 9, 2023.

Secretary, Public Utilities Commission

Contract 22-SNR-02770

UNITED STATES

DEPARTMENT OF ENERGY

WESTERN AREA POWER ADMINISTRATION

SIERRA NEVADA REGION

CUSTOM PRODUCT CONTRACT
FOR

FULL LOAD SERVICE
WITH

CITY AND COUNTY OF SAN FRANCISCO

HETCH HETCHY WATER AND POWER

i
Contract 22-SNR-02770

UNITED STATES

DEPARTMENT OF ENERGY

WESTERN AREA POWER ADMINISTRATION

SIERRA NEVADA REGION

CUSTOM PRODUCT CONTRACT
FOR

FULL LOAD SERVICE
WITH

CITY AND COUNTY OF SAN FRANCISCO

HETCH HETCHY WATER AND POWER

Section Table of Contents Page

1. Preamble ....................................................................................................................... 1

2. Explanatory Recitals .................................................................................................... 2

3. Agreement .................................................................................................................... 2

4. Effective Date and Term of Contract ........................................................................... 3

5. D efinition of Terms ....................................................................................................... 3

6. C ustom Product Power Furnished by WAPA ............................................................. 5

7. D elivery Arrangements ................................................................................................ 5

8. Portfolio M anager Services.......................................................................................... 6

9. Internal Generation....................................................................................................... 8

10. Scheduling C oordinator Services ................................................................................ 9

11. Addit ional Services Necessary to Provide Custom Product(s) .................................. 9

12. Scheduling A nd Metering............................................................................................. 9

13. I ndependent System Operator or Regional Transmission Organization................. 10

14. F ull Load Service Charges ........................................................................................ 11

15. C reditworthiness......................................................................................................... 11

16. Billin g And Payment for Services Provided Under This Contract ............................ 12

17. T rust Account for Advanced Funds ........................................................................... 13

18. D efault Provisions ...................................................................................................... 14

19. E nf or ceability .............................................................................................................. 15

20. G eneral Power Contract Provisions .......................................................................... 15

21. Exhibits Made Part of Contract .................................................................................. 15

22. Execution by Co unterparts ........................................................................................ 15

23. Electronic Signatures ................................................................................................. 16

Signature C lause
R esolution/Certificate
G eneral Power Contract Provisions (September 1, 2007)
Schedule of R ates for Custom Product Power
Exhibit A – Full Load Service
Exhibit B – Charges f or Portfolio Manager Services

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Contract 22-SNR-02770

UNITED STATES

DEPARTMENT OF ENERGY

WESTERN AREA POWER ADMINISTRATION

SIERRA NEVADA REGION

CUSTOM PRODUCT CONTRACT
FOR

FULL LOAD SERVICE
WITH

CITY AND COUNTY OF SAN FRANCISCO

HETCH HETCHY WATER AND POWER

1. P REAMBLE :

This Contract is made this ____________________ pursuant to the Acts of Congress approved June 17, 1902, (32 Stat. 388); August 26, 1937, (50 Stat. 844); August 4, 1939, (53 Stat. 1187); and August 4, 1977, (91 Stat. 565); and Acts amendatory or supplementary to the foregoing Acts; between the UNITED STATES OF AMERICA (United States), acting by and through the Administrator, Western Area Power Administration, Department of Energy, represented by the officer executing this Contract, or a duly appointed successor, hereinafter called WAPA or Contracting Officer; and CITY AND COUNTY OF SAN FRANCISCO, HETCH HETCHY WATER AND POWER, a municipal corporation organized and existing under the laws of the State of California, hereinafter referred to as CCSF or the Contractor, its successors and assigns; both also hereinafter referred to individually as Party and together as Parties.
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2. EXPLANATORY RECITALS:

2.1 The Parties entered into Base Resource Contract 20-SNR-02377 on August 16, 2021. The Base Resource Contract provides the terms and conditions whereby WAPA will provide Base Resource electric service to CCSF.

2.2 At times, power provided under the Base Resource Contract will not be sufficient to meet the electrical needs of CCSF at the delivery point(s) specified herein.

2.3 WAPA’s final 2025 Power Marketing Plan, published in the Federal Register on August 15, 2017 (82 FR 38675), provides for WAPA to develop Custom Products for customers who request them. Section 7.7 of the Base Resource Contract allows for WAPA to develop a Custom Product for CCSF.

2.4 CCSF requested a Custom Product in the form of Custom Product Power to meet the load at a specific delivery point(s).

2.5 CCSF also requested WAPA provide Portfolio Manager services.

2.6 WAPA an d CCSF recognize that, due to load diversity, there may be benefits to aggregating some Full Load Service Customers’ Base Resource Percentages and Custom Product Power requirements for power purchases; and additional business efficiencies may be realized through consolidation of power scheduling and related activities.

3. A GREEMENT :

The Parties agree to the terms and conditions set forth herein. ///

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4. EFFECTIVE D ATE AND TERM OF CONTRACT :

4.1 T his Contract shall become effective upon execution by the Parties and shall remain in effect through December 31, 2029, except as otherwise provided for herein.

4.2 The date of initial service under this Contract is December 31, 2024, at 11:59:59 p.m.

4.3 Either Party may terminate this Contract by giving the other Party a one (1) year advance written notice of the requested termination date.

4.4 WAPA may suspend or terminate service under this Contract pursuant to Section 18.

4.5 WAPA may terminate this Contract upon thirty (30) days advance notice if CCSF ceases to be a WAPA Base Resource customer.

4.6 All obligations incurred under this Contract shall be preserved until satisfied.

5. D EFINITION OF TERMS :

As used herein, the following terms whether singular or plural, or used with or without initial capitalization, shall have the following meanings:

5.1 “Base Resource” means Central Valley Project (CVP) and Washoe Project power (capacity and energy) output, determined by WAPA to be available for Customers, including the Environmental Attributes, only after meeting the requirements of Project Use and First Preference Customers, and any ///

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adjustments f or maintenance, reserves, system losses, and certain ancillary services.

5.2 “Cust om Product” means a combination of products and services which may be made available by WAPA per Customer request.

5.3 “Custom Product Power” means firm capacity and energy, provided by WAPA, a Customer(s) needs in addition to its Base Resource for use in meeting that customer’s load.

5.4 “C ustomer” means an entity with a contract and receiving electric service from WAPA’s Sierra Nevada Region.

5.5 “F ull Load Service Customer” means a Customer that will have its entire load at its delivery point(s) specified in Exhibit A met by WAPA, and its Portfolio Manager functions for those delivery point(s) performed by WAPA.

5.6 “Int ernal Generation” means a power resource owned and operated by a Full Load Service Customer and located on its side of the meter within its electric system and its generation output is intended solely to serve the Customer’s load.

5.7 “Portfol io Manager” means an entity responsible for determining balanced hourly load and resource schedules for a Customer.

5.8 “R egional Transmission Organization” or “RTO” means an organization that meets the minimum characteristics and performs the minimum functions specified in Federal Energy Regulatory Commission Order 2000, as that order may be amended or superseded.

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5.9 “Sch eduling Coordinator” means an entity that is responsible for submitting and modifying bids and interchange schedules and Inter-SC Trades to and settling with the California Independent System Operator (CAISO), in accordance with the protocols specified in the CAISO Tariff.

6. C USTOM PRODUCT POWER FURNISHED BY WAPA:

6.1 WAPA will provide additional power to those Full Load Service Customers whose loads exceed their Base Resource. WAPA may aggregate the needs of Full Load Service Customers to determine Custom Product Power requirements.

6.2 Custom Product Power provided by WAPA may include long-term, short- term, day-ahead, and hour-ahead purchases, and/or other arrangements.

6.3 WAPA wil l provide Custom Product Power to CCSF to serve the load unmet by the power provided under CCSF’s Base Resource Contract. CCSF’s expected annual peak capacity and energy are specified in Section 2 of Exhibit A attached hereto. CCSF shall provide written notification to WAPA of any expected increase or decrease in the capacity and energy amounts specified in Exhibit A.

Such notification shall be made as soon as practicable, and no less than ninety (90) days prior to the expected change in the capacity and energy amounts specified in Exhibit A.

7. DE LIVERY ARRANGEMENTS :

7.1 WAPA will use best efforts to contract with the appropriate parties for the transmission and distribution service necessary to make CCSF’s Custom Product Power available at the point(s) of delivery specified in Section 4 of Exhibit A. If WAPA is successful in contracting for transmission and distribution on behalf of

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CCSF, CCSF will be required to execute a third-party transmission contract with WAPA to receive such service.

7.2 In the event that WAPA is unable to secure transmission and distribution service on behalf of CCSF, WAPA will make CCSF’s Custom Product Power available at the point(s) of delivery specified in Exhibit A of CCSF’s Base Resource Contract. CCSF shall ultimately be responsible for arranging for the transmission and distribution necessary to receive Custom Product Power provided under this Contract to the delivery point specified in Section 4 of Exhibit A.

8. PO R TFOLIO MANAGER SERVICES:
8 .1 Duri ng the term of this Contract WAPA shall serve as CCSF’s Portfolio Manager. In such capacity, WAPA will need load data and other information to determine the power necessary to meet CCSF’s load. If WAPA does not have access to the information it needs, WAPA will request it from CCSF. CCSF shall provide the information within thirty (30) days of a request from WAPA. Said data may include, but is not limited to, the following:

8.1.1 Historical hourly load data at the delivery point(s) specified in Section 4 of Exhibit A; and

8.1.2 Expected future loads at the delivery point(s) specified in Section 4 of Exhibit A during the term of this Contract.

8.1.3 Internal Generation projections as set forth in Exhibit C, if applicable.

8.2 If requested by WAPA, CCSF will submit to WAPA its annual planned power usage for the upcoming calendar y ear by October 1 of each year during the term of this Contract. CCSF shall provide the information to WAPA in a

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format agreed to between the Parties. In addition, CCSF must provide any planned significant changes in its power usage to WAPA in writing not less than ninety (90) days prior to the planned change. WAPA will revise Exhibit A to this Contract to reflect such changes in power usage. The information provided by CCSF will be used by WAPA in determining daily power schedules for CCSF.

8.3 O n a daily basis, using the information provided in Sections 8.1 and 8.2, WAPA will determine the power necessary on an hourly basis to fully serve CCSF’s load at the delivery point(s) specified in Exhibit A, as follows:

8.3.1 Using the information as provided in Section 6 of CCSF’s Base Resource Contract, WAPA will determine the hourly use of CCSF’s Base Resource for the day.

8.3.2 If CCSF’s Base Resource does not fully meet CCSF’s forecasted load, WAPA will schedule CCSF’s share of exchange program energy, if any, to serve CCSF’s load.

8.3.3 Once all Base Resource and exchange program energy has been distributed, WAPA will meet CCSF’s unmet forecasted load with Custom Product Power.

8.3.4 Any Base Resource in excess of CCSF’s forecasted load will be retained by WAPA for distribution under the exchange program in accordance with Exhibit B to CCSF’s Base Resource Contract.

8.3.5 After WAPA has determined the resource mix to meet CCSF’s hourly load, WAPA will provide the resource schedules to the balancing authority area operator in accordance with its protocols and as further described in the Scheduling Coordinator Contract.
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8.4 WAPA shall not be liable in the event that power and/or transmission is scheduled either in excess of or below that necessary to serve CCSF’s hourly load.

9. I NTERNAL GENERATION:

If CCSF currently has Internal Generation or intends to install Internal Generation, Subsections 9.1 and/or 9.2 shall apply to CCSF.

9.1 Existing Internal Generation: WAPA will integrate CCSF’s Internal Generation into CCSF’s energy portfolio using technical specifications and historical data to forecast load. If requested, CCSF shall provide WAPA with technical and general information about its on-site Internal Generation facility.

The information that may be required is provided below:
9 .1.1 Internal Generation Specifications:

9.1.1.1 Type of Internal Generation (solar, wind, other);

9.1.1.2 Exact geographical location of Internal Generation including longitude and latitude;

9.1.1.3 Installed capacity rating in kilowatts;

9.1.1.4 If solar, rating of inverter;

9.1.1.5 Type of solar (stationary or tracking);

9.1.1.6 Type of solar tracking (single-axis or dual-axis tracking);

9.1.1.7 Operational date after installation;

9.1.1.8 Expected yearly loss of capacity due to aging of system after installation; and

9.1.1.9 Other pertinent information as may be required.

9.1.2 Notifications: CCSF shall notify WAPA of any changes to the information in Section 9.1 above, thirty (30) days prior to the operational date of the change.
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9.2 New or Increased Internal Generation: CCSF shall notify and coordinate with WAPA on any new Internal Generation planned to be located on its facility.

If requested, CCSF shall provide WAPA with technical and general information as outlined in Section 9.1.1. Exhibit C will set forth any scheduling or other procedures required for integrating Internal Generation into CCSF’s energy portfolio.

9.3 WAPA shall have no obligation to include CCSF’s Internal Generation in CCSF’s energy portfolio if CCSF does not comply with the requirements set forth in this Section 9.

10. SCHEDULIN G C OORDINATOR SERVICES:

For WAPA to provide Full Load Service as described in this Contract, WAPA must be CCSF’s Scheduling Coordinator. Scheduling Coordinator services will be provided under a separate contract.

11. ADDI TIONAL SERVICES NECESSARY TO PROVIDE CUSTOM PRODUCT(S):

CCSF understands that additional services, including but not limited to, scheduling the resource and balancing authority area services may be necessary to provide the Custom Products(s) requested under this Contract. CCSF shall be responsible for all costs incurred by WAPA to provide Full Load Service as specified in this Contract.

12. S CHEDULI NG AND METERING:

All services provided by WAPA to CCSF under this Contract will be subject to the same Scheduling and Metering terms and conditions as provided under CCSF’s Base Resource Contract with WAPA the same as if they had been expressly set forth herein; Except, That, CCSF shall notify WAPA of any changes in metering devices and their ///

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configurations used to meter CCSF’s load within five (5) business days to the extent that CCSF is aware of such changes.

13. I NDEPENDE NT SYSTEM OPERATOR OR REGIONAL TRANSMISSION ORGANIZATION:

13.1 WAPA is a sub-balancing authority area within BANC. WAPA operates in conformance with its sub-balancing authority area and BANC’s balancing authority area protocols, business practices and procedures. In the event of changes to any protocols, business practices and procedures, WAPA may make any changes necessary to this Contract to conform to the operating and scheduling protocols, business practices and procedures in accordance with Section 17 of the Base Resource Contract.

13.2 The Parties understand that, in the future, WAPA may also c hange its operating configuration such as by: (1) joining an independent system operator or RTO; or (2) participating in future markets such as energy imbalance markets; or (3) making system configurations to meet future operating requirements. In such an event, if WAPA is required to conform to the protocols, business practices or procedures, WAPA shall make changes to this Contract to conform to the terms and conditions required by such events in accor dance with Section 17 of the Base Resource Contract.

13.3 In the event that: (1) WAPA incurs costs from the balancing authority area, WAPA’s sub-balancing authority area, CAISO, an RTO, or a different balancing authority area for serving CCSF’s load; or (2) CCSF does not abide by the protocols of the balancing authority area, an RTO, or other balancing authority area operator that are applicable to WAPA and WAPA incurs costs as a result, CCSF agrees to pay all such costs attributable to CCSF.

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14. FULL LOAD SERVICE CHARGES:

14.1 W APA Charge: The charge, including WAPA’s labor and equipment costs, associated with providing Portfolio Manager services to CCSF under this Contract is specified in Exhibit B attached hereto. CCSF shall pay for such charge as described in Section 16. By August 1st of each year during the term of this Contract, WAPA will review the charge for Portfolio Manager services and, if necessary, will revise Exhibit B to reflect the updated charge for providing this service, and will send CCSF a revised Exhibit B for its signature. The revised Exhibit B shall become effective on January 1st of the following year. If WAPA has not received the signed revised Exhibit B back from CCSF by the effective date and has not received a notice of termination from CCSF, WAPA will begin to operate and charge under the revised Exhibit B.

14.2 Custom Product Power Charges: CCSF shall pay for Custom Product Power furnished hereunder in accordance with the rates, charges, and conditions set forth in the CVP Schedule of Rates for Custom Product Power, effective January 1, 2025, or any superseding rate schedules. CCSF shall pay for such charges as described in Section 16.

15. CRED
ITWORTHINESS:

For determining the ability of CCSF to meet its obligations related to service hereunder, WAPA may require reasonable credit review procedures. If WAPA determines that CCSF does not meet WAPA’s creditworthiness standards, WAPA may require CCSF to provide and keep in effect during the term of this Contract, an unconditional and irrevocable letter of credit or an alternate form of security acceptable to WAPA to meet its responsibilities and obligations under this Contract; Provided, That, if WAPA determines that CCSF has maintained a credit history that satisfies WAPA’s requirements for a period of time determined to be sufficient by WAPA, WAPA will

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discuss with CCSF options regarding the letter of credit or an alternative form of security.

16. B I LLING AND PAYMENT FOR SERVICES PROVIDED UNDER THIS CONTRACT :

WAPA will bill, and CCSF shall pay for services provided under this Contract in accordance with the procedures established u nder either Section 16.1 or Section 16.2, as solely determined by WAPA. If determined necessary by WAPA, WAPA may change the section under which WAPA is billing and CCSF is paying upon sixty (60) days’ notice to CCSF.

16.1 A fter -the-Fact-Billing: CCSF shall pay WAPA for Full Load Service provided in the previous month as directed on the monthly electric service bill; or

16 .2 Advance Funding: WAPA will estimate the initial amount of funds required. The estimate shall initially be based on two (2) months of WAPA’s costs attributable to CCSF for Full Load Service; Provided, That, if WAPA determines at a later date that two (2) months is either less than, or in excess of, the amount that WAPA determines is appropriate to maintain on behalf of CCSF, WAPA will either bill such shortage to CCSF pursuant to Section 17.2.1, or refund such excess to CCSF pursuant to Section 17.2.2.

1 6.3 The initial advance funding amount shall be due on the date specified on the bill for collection.

16.4 Any alternative m ethod of advance funding shall be set forth in a separate contractual agreement.
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17. TRUST ACCOUNT FOR ADVANCED FUNDS:

CCSF understands that it may be required to advance funds to WAPA pursuant to Section 16.2 and this section for the services provided under this Contract. This Section 17 provides for establishing and maintaining the trust account(s) required if Section 16.2 is in effect.
17 .1 Funds that CCSF advances to WAPA shall be sent in accordance with the information included on the bill(s) for collection and electric service bill, or otherwise directed.

17.2 CCSF shall be required to maintain a balance in the trust account in an amount that WAPA, pursuant to Section 16.2, has determined to be appropriate to maintain on behalf of CCSF. WAPA shall monitor the account and if WAPA determines that:

17.2.1 There are not sufficient funds in the account, WAPA shall notify CCSF of the shortage in writing and CCSF shall advance the requested amount of funds to WAPA within ten (10) days; or

17.2.2 There are excessive funds in the WAPA trust account, WAPA, at its sole discretion, will either: (1) decrease subsequent amounts required by the amount in excess of the estimate, or (2) return any excess funds to CCSF.

17.3 Sh ould CCSF be required to maintain a trust account pursuant to Section 16.2 and thi s Section 17, WAPA shall be under no obligation to provide service under this Contract without CCSF advancing sufficient funds and said funds being available to WAPA from the trust account(s) as described herein.

17.4 Within ninety (90) days after termination of this Contract and after WAPA has determined that all obligations incurred under this Contract have been

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satisfied, WAPA shall return any funds remaining in the trust account(s) to CCSF without interest.

18. DE FAULT PROVISIONS :

18.1 The failure of CCSF to perform any of its payment obligations under this Contract shall constitute a default. If WAPA determines CCSF to be in default, WAPA shall notify CCSF, in writing via First-Class mail, return receipt requested, FedEx, UPS or other method that can be tracked. If CCSF has not cured such default within seven (7) days of receiving the notice of default, WAPA may suspend service under this Contract. Upon receipt of payment of any amounts owed, WAPA shall work with CCSF to reinstate service under this Contract as soon as practicable.

18 .2 If CCSF is determined to be in default and does not cure such default within fo rty-five (45) days of receiving the notice of default, WAPA shall have the right to terminate this Contract, and assess damages, as follows:

18.2.1 I f WAPA’s aggregate gains exceed its aggregate losses and costs, including obligations incurred on behalf of CCSF that extend past the current month, WAPA, after any set-off, shall make no payment to CCSF and, notwithstanding anything in this Contract to the contrary, the amount by which such gain exceeds the losses and costs for the purposes of this Contract shall be zero (0); or

18.2.2 If WAPA’s aggregate gains do not exceed its aggregate losses, including obligations incurred on behalf of CCSF that extend past the current month, WAPA will promptly calculate the damages associated with the default. As soon as practical, WAPA will provide notice to CCSF of the amount of the damages. Payment for the damages shall be made by ///

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CCSF to WAPA within ten (10) business days after such notice is received.

19. E NFORCEABILITY :

It is not the intent of the Parties that this Contract confer any rights on third parties to enforce the provisions of this Contract except as required by law or express provision in this Contract. Except as provided in this Section, this Contract may be enforced, or caused to be enforced, only by WAPA or CCSF, or their successors or assigns.

20. G ENER AL POWER CONTRACT PROVISIONS:

The GPCP, effective September 1, 2007, attached hereto, are hereby made a part of this Contract, the same as if they had been expressly set forth herein.

21. EXH IBITS MADE PART OF CONTRACT :

Exhibit A (Full Load Service), and Exhibit B (Charges for Portfolio Manager Services), existing under this Contract may vary during the term hereof. Each of said exhibits shall become a part of this Contract during the term fixed by its provisions. Exhibits A and B are attached hereto and shall be in force and effect in accordance with its terms until respectively superseded by a subsequent e xhibit.

22. EXECUTION BY COUNTERPARTS :

This Contract may be executed in any number of counterparts and, upon execution and delivery by each Party, the executed and delivered counterparts together shall have the same force and effect as an original instrument as if all Parties had signed the same instrument. Any signature page of this Contract may be detached by any counterpart of this Contract without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Contract identical in form hereto, by having attached to it one or more signature pages.

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23. ELEC TRONIC SIGNATURES:

The Parties agree that this Contract may be executed by handwritten signature or digitally signed using DocuSign, Adobe Sign or Adobe E-Signature. An electronic or digital signature is the same as a handwritten signature and shall be considered valid and acceptable.

IN WITNESS WHEREOF, the Parties have caused this Contract to be executed the day and year first above written.

CITY AND COUNTY OF SAN FRANCISCO

HETCH HETCHY WATER AND POWER

(Attest) By:

Name:

By: T itle:

Name: Address:

Title:

WESTERN AREA POWER ADMINISTRATION

By
:

Name: Arun K. Sethi
Title: Vice President of Power Marketing
For Sierra Nevada Region
Address: 114 Parkshore Drive
Folsom, CA 95630-4710

RESOLUTION/CERTIFICATE
OF

CITY AND COUNTY OF SAN FRANCISCO

HETCH HETCHY WATER AND POWER

Exhibit A to Co ntrac t 22-SNR-02770 Page 1 of 1
City and County of San Francisco
Hetch Hetchy Water and Power
Exhibit A to
Contract 22-SNR-02770

EXHIBIT A
(Full Load Service)

1. This Exhibit A, to be effective under and as a part of Contract 22-SNR-02770 (Contract), shall become effective upon execution of the Contract; and shall remain in effect until superseded by another Exhibit A or termination of the Contract.

2. On the effective date of this Exhibit A, WAPA will serve CCSF’s load up to 17,900,000 kWh per year, at a maximum rate of delivery of 3,200 kW.

3. Power provided under this Contract will be delivered to the point(s) specified in Exhibit A of CCSF’s Base Resource Contract.

4. If WAPA is able to contract with the Pacific Gas and Electric Company (PG&E) for transmission and distribution, a nd CCSF executes a contract with WAPA for third- party transmission service, WAPA will provide power to CCSF at the point at which CCSF’s electric system is connected to PG&E’s electric system.

5. All power deliveries provided under this Contract shall be adjusted for the applicable transformation and transmission l osses.

6. WAPA has been directed by the U.S. Department of Energy to participate in the Cap and Trade Program.

7. In order to avoid participating in Cap and Trade through WAPA, WAPA will supply CCSF’s Custom Product Power from within the State of California.

Exhibit B to Co ntrac t 22-SNR-02770 Page 1 of 1
City and County of San Francisco
Hetch Hetchy Water and Power
Exhibit B to
Contract 22-SNR-02770

EXHIB IT B
(Charges for Portfolio Manager Services)

1. Thi s Exhibit B, to be effective under and as a part of Contract 22-SNR-02770 (Contract), shall become effective upon execution of the Contract; and shall remain in effect until superseded by another Exhibit B or termination of the Contract.

2. The monthly charge for Portfolio Manager (PM) services is yet to be determined.

Prior to January 1, 2025, WAPA will revise this Exhibit B to include the monthly PM services charge.

Contract 22-SNR-02771

UNITED STATES

DEPARTMENT OF ENERGY

WESTERN AREA POWER ADMINISTRATION

SIERRA NEVADA REGION

CUSTOM PRODUCT CONTRACT
FOR

SCHEDULING COORDINATOR SERVICES
WITH

CITY AND COUNTY OF SAN FRANCISCO

HETCH HETCHY WATER AND POWER

i
Contract 22-SNR-02771

UNITED STATES

DEPARTMENT OF ENERGY

WESTERN AREA POWER ADMINISTRATION

SIERRA NEVADA REGION

CUSTOM PRODUCT CONTRACT
FOR

SCHEDULING COORDINATOR SERVICES
WITH

CITY AND COUNTY OF SAN FRANCISCO

HETCH HETCHY WATER AND POWER

Section Table of Contents Page

1. Preamble .................................................................................................................... 1

2. Explanatory Recitals.................................................................................................. 2

3. Agreement .................................................................................................................. 3

4. Effective Date and Term of Contract ........................................................................ 3

5. D efinition of Terms .................................................................................................... 3

6. Scheduling C oordinator Services Provided by WAPA ............................................ 4

7. Scheduling and Metering .......................................................................................... 6

8. I ndependent System Operator or Regional Transmission Organization ............... 7

9. Scheduling C oordinator Charges and Costs............................................................ 8

10. C reditworthiness ........................................................................................................ 8

11. Billing and Payment of Services Provided Under this Contract .............................. 9

12. T rust Account for Advanced Funds ........................................................................ 10

13. D efault Provisions.................................................................................................... 11

14. I ndemnification and Liability .................................................................................... 12

15. Enforceability ........................................................................................................... 12

16. G eneral Power Contract Provisions ....................................................................... 13

17. Exhibit Made Part of Contract ................................................................................. 13

18. Execution by Counterparts...................................................................................... 13

19. Electronic Signatures .............................................................................................. 13

S i
gnature Clause
R esolution/Certificate
General Power Contract Provisions (September 1, 2007)
Exhibit A – Scheduling Coordinator Services Charges
Contract 22-SNR-02771 1
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Contract 22-SNR-02771
UN

ITED STATES

DEPARTMENT OF ENERGY

WESTERN AREA POWER ADMINISTRATION

SIERRA NEVADA REGION
CUST

OM PRODUCT CONTRACT
FOR

SCHEDULING COORDINATOR SERVICES
WITH
CIT

Y AND COUNTY OF SAN FRANCISCO

HETCH HETCHY WATER AND POWER

1. PREAMBLE:

This Contract is made this _____________________ pursuant to the Acts of Congress approved June 17, 1902, (32 Stat. 388); August 26, 1937, (50 Stat. 844); August 4, 1939, (53 Stat. 1187); and August 4, 1977, (91 Stat. 565); and Acts amendatory or supplementary to the foregoing Acts; between the UNITED STATES OF AMERICA (United States), acting by and through the Administrator, Western Area Power Administration, Department of Energy, represented by the officer executing this Contract, or a duly appointed successor, hereinafter referred to as WAPA or the Contracting Officer; and CITY AND COUNTY OF SAN FRANCISCO, HETCH HETCHY WATER AND POWER, a Municipal Corporation organized and existing under the laws of the State of California, hereinafter referred to as CCSF or the Contractor, its successors and assigns; both also hereinafter referred to individually as Party and together as Parties.
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2. EXPLANATORY RECITALS:

2.1 WA PA markets the surplus generation from and operates a high-voltage transmission system as a part of the Central Valley Project (CVP).

2. 2 O n August 15, 2017, WAPA’s final 2025 Power Marketing Plan (Marketing Plan) was published in the Federal Register (82 FR 38675). The Marketi ng Plan provides for WAPA to develop Custom Products for customers who request them.

2.3 Pursuant to the Marketing Plan, WAPA ex ecuted Base Resource Contract 20-SNR-02377 (Base Resource Contract) with CCSF on August 16, 2021. Section 7 of
the Base Resource Contract allows for WAPA to develop Custom Products f or CCSF.

2. 4 Under t he Base Resource Contract, WAPA requires that all WAPA power be scheduled in accordance with the applicable balancing authority ar ea operator requirements and that each customer designate a certified Scheduling Coordinator. WAPA is a certified California Independent System Operator (CAISO) Scheduling Coordinator and is offering this service as a Custom Product.

2.5 CCSF has request ed
that WAPA provide Scheduling Coordinator
services, as specified herein, as a Custom Product.

2.6 W APA is willing to provide Scheduling Coordinator services to CCSF under the terms and conditions of this Contract.
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3. AGREEMENT :

The Parties agree to the terms and conditions set forth herein.

4. EFFECTIVE DATE AND TERM OF CONTRACT :

4.1 This Contract shall become effective upon execution by the Parties, and shall remain in effect through December 31, 2029, except as otherwise provided herein.

4.2 T
he date of initial service under this Contract is December 31, 2024, at 11:59:59 p.m.

4.3 E
ither Party may terminate this Contract by giving the other Party a one (1) year advance written notice of the requested termination date.

4.4 WAPA may suspend or terminate this Contract pursuant to Section 13 herein.

4.5 WAPA may terminate this Contract upon thirty (30) days advance notice if CCSF ceases to be a WAPA Base Resource customer.

4.6 A
ll obligations incurred under this Contract shall be preserved until satisfied.

5. DEFINITION OF TERMS:

As used herein, the following terms whether singular or plural, or used with or without initial capitalization, shall have the following meanings:

5.1 “Base Resource” means CVP and Washoe Project power (capacity and energy) output, determined by WAPA to be available for Customers, including

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28 the Environmental Attributes, only after meeting the requirements of Project Use and First Preference Customers, and any adjustments for maintenance, reserves, system losses, and certain ancillary services.

5.2 “CA ISO” means the California Independent System Operator or its successor.

5.3 “CA ISO Tariff” means the California Independent System Operator Agreement and Tariff, conformed as of September 26, 2021, as it may be modified or amended from time-to-time.

5.4 “Custom Product” means a combination of products and services which may be made available by WAPA per customer request.

5.5 “Portfolio Manager” means an entity responsible for determining balanced hourly load and resource schedules for a customer.

5.6 “Scheduling Coordinator” means an entity that is responsible for submitting and modifying bids and interchange schedules and Inter-SC Trades to and settling with the CAISO, in accordance with the protocols specified in the CAISO Tariff.

6. SCH EDULING COORDINATOR SERVICES PROVIDED BY WAPA:

6.1 CCSF hereby authorizes WAPA to act as its Scheduling Coordinator and WAPA shall be responsible for all obligations and duties of a Scheduling Coordinator on behalf of CCSF pursuant to the CAISO Tariff. ///
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28 6.2 In its capacity as Scheduling Coordinator, WAPA shall use data or other information provided by CCSF’s Portfolio Manager and submit day-ahead schedules to the CAISO, in accordance with the CAISO Tariff, for CCSF’s load.

When WAPA is not CCSF’s Portfolio Manager, and CCSF’s Portfolio Manager does not provide WAPA with day-ahead schedules in acc ordance with the CAISO Tariff or other necessary information in a timely manner and prior to the time WAPA submits day-ahead schedules to the CAISO, WAPA will, at its discretion, either: (1) not submit a day-ahead schedule on CCSF’s behalf; or (2) provide a day-ahead schedule based on reasonable estimates. In any case, CCSF shall be responsible for all costs resulting from CCSF’s Portfolio Manager not providing information to WAPA in an appropriate and/or timely manner.

6.3 If WAPA is not CCSF’s Portfolio Manager, WAPA is under no obligation to submit a schedule to the CAISO if the schedule provided by CCSF’s Portfolio Manager is not in accordance with the CAISO Tariff.

6.4 P
ursuant to the CAISO Tariff, CCSF’s Portfolio Manager may request an adjustment to CCSF’s day-ahead schedule in the hour-ahead market. If WAPA is not CCSF’s Portfolio Manager, WAPA shall make the adjustment with the CAISO; Provided, That, WAPA receives all information necessary to accommodate the adjustment in a timely manner; Provided Further, That, the requested adjustment does not conflict with existing contractual arrangements between the Parties or the CAISO Tariff.

6. 5 WAPA shall receive, validate, and disseminate CAISO data and settlement information to CCSF or its designated representative. ///
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28 6.6 On a monthly basis, WAPA will develop and transmit statements to CCSF with a breakdown of CAISO charges and credits and any other costs related to CCSF’s CAISO transactions.

6.7 WAPA shall dispute those CAISO charges related to CCSF’s CAISO transactions that WAPA or CCSF believes to be incorrect and disputable under the CAISO Tariff. If CCSF requests that WAPA dispute a CAISO charge(s), WAPA shall initiate a dispute; Provided, That, WAPA agrees that such charge(s) are incorrect and are disputable under the CAISO Tariff.

6. 8 As CCSF’s Scheduling Coordinator, WAPA may be required to provide legal representation on behalf of CCSF in CAISO-related legal proceedings.

CCSF agrees to pay WAPA’s legal fees, and all costs associated with its involvement with any CAISO-related activities that require WAPA’s legal support.

6.9 WAPA may provide additional Scheduling Coordinator-related services as mutually agreed to by the Parties in writing.

7. S CHEDULING AND METERING:

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28 8. INDEPENDENT SYSTEM OPERATOR OR REGIONAL TRANSMISSION ORGANIZATION:

8.1 W APA is a sub-balancing authority area within BANC. WAPA operates in conformance with its sub-balancing authority area and BANC’s balancing authority area protocols, business practices and procedures. In the event of changes to any protocols, business practices and procedures, WAPA may make any changes necessary to this Contract to conform to the operating and scheduling protocols, business practices and procedures in accordance with Section 17 of the Base Resource Contract.

8.2 The Parties understand that, in the future, WAPA may also change its operating configuration such as by: (1) joining an independent system operator or RTO; or (2) participating in future markets such as energy imbalance markets; or (3) making system configurations to meet future operating requirements. In such an event, if WAPA is required to conform to the protocols, business practices or procedures, WAPA shall make changes to this Contract to conform to the terms and conditions required by such events in accordance with Section 17 of the Base Resource Contract.

8.3 In the event that: (1) WAPA incurs costs from the balancing authority area, WAPA’s sub-balancing authority area, CAISO, an RTO, or a different balancing authority area for serving CCSF’s load; or (2) CCSF does not abide by the protocols of the balancing authority area, an RTO, or other balancing authority area operator that are applicable to WAPA and WAPA incurs costs as a result, CCSF agrees to pay all such costs attributable to CCSF. ///
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28 9. SCHED ULING COORDINATOR CHARGES AND COSTS:

9.1 WAPA Charge: The charge, including WAPA’s labor and equipment costs, associated with providing Scheduling Coordinator Services to CCSF under this Contract is specified in Exhibit A attached hereto. CCSF shall pay for such charge as described in Section 11. By August 1st of each year during the term of this Contract, WAPA will review the charge for Scheduling Coordinator Services and, if necessary, will revise Exhibit A to reflect the updated charge for providing this service, and will send CCSF a revised Exhibit A for its signature. The revised Exhibit A shall become effective on January 1st of the following year. If WAPA has not received the signed revised Exhibit A from CCSF by the effective date and has not received a notice of termination from CCSF, WAPA will begin to operate and charge under the revised Exhibit A.

9.2 CAISO Costs: CCSF shall pay all CAISO costs charged by the CAISO for transactions occurring under this Contract. CCSF shall pay for such costs as described in Section 11.

10. CRE DITWORTHINE SS:

For determining the ability of CCSF to meet its obligations related to service hereunder, WAPA may require reasonable credit review procedures. If WAPA determines that CCSF does not meet WAPA’s creditworthiness standards, WAPA may require CCSF to provide and keep in effect during the term of this Contract, an unconditional and irrevocable letter of credit or an alternate form of security acceptable to WAPA to meet its responsibilities and obligations under this Contract ; Provided, That, if WAPA determines that CCSF has maintained a credit history that satisfies WAPA’s requirements for a period of time determined to be sufficient by WAPA, WAPA will discuss with CCSF options regarding the letter of credit or an alternative form of security.

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28 11. B ILLING AND PAYMENT OF SERVICE PROVIDED UNDER THIS CONTRACT :

WAPA will bill, and CCSF shall pay for services provided under this Contract in accordance with the procedures established under either Section 11.1 or Section 11.2, as solely determined by WAPA. If determined necessary by WAPA, WAPA may change the section under which WAPA is billing and CCSF is paying upon sixty (60) days’ notice to CCSF.

11.1 A fter -the-Fact Billing: CCSF shall pay WAPA for Scheduling Coordinator services provided in the previous month as directed on the monthly electric service bill; or

11.2 A dvance Funding: WAPA wil l estimate the initial amount of funds required. The estimate shall initially be based on two (2) months of WAPA’s costs attributable to CCSF for Scheduling Coordinator services; Provided, That, if WAPA determines at a later date that two (2) months is either less than, or in excess of, the amount that WAPA determines is appropriate to maintain on behalf of CCSF, WAPA will either bill such shortage to CCSF pursuant to Section 12.2.1, or refund such excess to CCSF pursuant to Section 12.2.2.

1 1.3 The initial advance funding amount shall be due on the date specified on the bill for collection.

11.4 Any alternative method of advance funding shall be set forth in a separate contractual agreement.
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28 12. TRUST ACCOUNT FOR ADVANCED FUNDS:

CCSF understands that it may be required to advance funds to WAPA pursuant to Section 11.2 and this section for services provided under this Contract. This Section 12 provides for establishing and maintaining the trust account(s) required if Section 11.2 is in effect.

12.1 Funds that CCSF advances to WAPA shall be sent in accordance with the information included on the bill(s) for collection or as otherwise directed.

12.2 CCSF shall be required to maintain a balance in the trust account in an amount that WAPA, pursuant to Section 11.2, has determined to be appropriate to maintain on behalf of CCSF. WAPA shall monitor the account and if WAPA determines that:

12.2.1 There are not sufficient funds in the account, WAPA shall notify CCSF of the shortage in writing and CCSF shall advance the requested amount of funds to WAPA within ten (10) days; or

12.2.2 There are excessive funds in the WAPA trust account, WAPA, at its sole discretion, will either: (1) decrease subsequent amounts required by the amount in excess of the estimate, or (2) return any excess funds to CCSF.

12.3 WAPA will provide CCSF with:

12.3.1 A monthly statement of transactions that were posted to the trust account(s), and the end-of-month balance in the account(s); and,

12.3.2 An electric service bill that will reflect the previous month of WAPA’s costs and the CAISO costs and the amount of advance funding required from CCSF for the costs that WAPA anticipates it will incur while providing Scheduling Coordinator services for the following month. ///

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28 12.4 Should CCSF be required to maintain a trust account pursuant to Section 11.2, and this Section 12, WAPA shall be under no obligation to provide service under this Contract without CCSF advancing sufficient funds and said funds being available to WAPA from the trust account(s) as described herein.

12.5 Within ninety (90) days after termination of this Contract and after WAPA has determined that all obligations incurred under this Contract have been satisfied, WAPA shall return any funds remaining in its trust account(s) to CCSF without interest.

13. DE FAULT PROVISIONS :

13.1 The failure of CCSF to perform any of its payment obligations under this Contract shall constitute a default. If WAPA determines CCSF to be in default, WAPA shall notify CCSF, in writing via First-Class mail, return receipt requested, FedEx, UPS or some other method that can be tracked. If CCSF has not cured such default within seven (7) days of receiving the notice of default, WAPA may suspend service under this Contract. Upon receipt of payment of amounts owed, WAPA shall work with CCSF to reinstate service under this Contract as soon as practicable.

13.2 If CCSF is determined to be in default and does not cure such default within forty-five (45) days of receiving the notice of default, WAPA shall have the right to terminate this Contract, and assess damages, as follows:

13.2.1 If WAPA’s aggregate gains exceed its aggregate losses and costs, including obligations incurred on behalf of CCSF that extend past the current month, WAPA, after any set-off, shall make no payment to CCSF and, notwithstanding anything in this Contract to the contrary, the ///

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28 amount by which such gain exceeds the losses and costs for the purposes of this Contract shall be zero (0); or

13.2.2 If WAPA’s aggregate gains do not exceed its aggregate losses, including obligations incurred on behalf of CCSF that extend past the current month, WAPA will promptly calculate the damages associated with the default. As soon as practical, WAPA will provide notice to CCSF of the amount of the damages. Payment for the damages shall be made by CCSF to WAPA within ten (10) business days after such notice is received.

14. IN DEMNIFIC ATION AND LIABILITY:

CCSF shall at all times indemnify, defend, and save WAPA harmless from any and all damages, losses, claims and actions relating to injury to or death of any person or damage to property, demands, suits, r ecoveries, costs and expenses, court costs, attorney fees, and all other obligations by or to third parties, arising out of or resulting from WAPA’s performance of its obligations under this Contract on behalf of CCSF, except in cases of negligence or intentional wrongdoing by WAPA. WAPA’s liability shall be determined in accordance with the provisions of the Federal Tort Claims Act, as amended.

15. E NFORCEABILITY :

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28 16. GENERAL POWER CONTRACT PROVISIONS :

The GPCP, effective September 1, 2007, attached hereto, are hereby made a part of this Contract, the same as if they had been expressly set forth herein.

17. EX HIBIT MADE PART OF CONTRACT:

Exhibit A (Scheduling Coordinator Services Charges) existing under this Contract may vary during the term hereof. Exhibit A shall become a part of this Contract during the term fixed by its provisions. Exhibit A is attached hereto and shall be in force and effect in accordance with its terms until respectively superseded by a subsequent exhibit.

18. E XECUTION BY COUNTERPARTS :

19. E LECTRONIC SIG NATURES:

The Parties agree that this Contract may be executed by handwritten signature or digitally signed using DocuSign, Adobe Sign, or Adobe E-Signature. An electronic or digital signature is the same as a handwritten signature and shall be considered valid and acceptable.
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Contract 22-SNR-02771

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28 IN WITNESS WHEREOF, the Parties have caused this Contract to be executed the day and year first above written.

CITY AND COUNTY OF SAN FRANCISCO

HETCH HETCHY WATER AND POWER

(Attest) By:

Name:

By: Title:

Name: Add ress:

Title:

W ESTERN AREA POWER ADMINISTRATION

By
:

Name: Arun K. Sethi
Title: Vice President of Power Marketing
For Sierra Nevada Region
Address: 114 Parkshore Drive
Folsom, CA 95630-4710

RESOLUTION/CERTIFICATE
OF

CITY AND COUNTY OF SAN FRANCISCO

HETCH HETCHY WATER AND POWER

Ex hib it A to Co ntrac t 22-SNR-02771 Page 1 of 1
City and County Of San Francisco
Hetch Hetchy Water and Power
Exhibit A to
Contract 22-SNR-02771

EXHIBIT A
(Scheduling Coordinator Servic es Charges)

1. This Exhibit A, to be effective under and as a part of Contract 22-SNR-02771 (Contract), shall become effective upon execution of the Contract; and shall remain in effect until superseded by another Exhibit A or termination of the Contract.

2. T he monthly charges for Scheduling Coordinator services are set forth in the tables below. Table 1 sets forth a total monthly base charge applicable to all customers. Tables 2 and 3 set forth additive charges that may be applicable to customers based on schedule changes and additional meters in excess of those allowed for under the base charge.

3. The monthly Scheduling Coordinator services base charge is yet to be determined. Prior to January 1, 2025, WAPA will revise this Exhibit A to include a base charge and update any charges set forth in Tables 2 and 3 below if necessary.

Table 1 – Base Charge

Service Charge
Scheduling Coordinator Services TBD
Schedule Changes (less than or equal to 30 per month) 0.00 Metering Agent (less than or equal to 10 meters) 0.00
Trust Account(s) Administration 0.00
Total TBD

Table 2 – Additional Schedule Changes Charge

Additional Schedule Changes Charge
31 to 50 $ 500.00
51 to 70 [additive to the charge above ($500.00 plus $1,000.00)] 1,500.00 71 to 90 [additive to the charge above ($1,500.00 plus $1,500.00)] 3,000.00

Table 3 – Additional Meter Charge

Number of Meters Charge
11 to 20 $ 500.00
21 to 30 1,000.00
31 to 40 1,500.00
Meters in excess of 41 will cost $500.00 per every 10 meters

Effective September 1, 2007

WESTERN AREA POWER ADMINISTRATION
GENERAL POWER CONTRACT PROVISIONS Page
I. APPLICABILITY.

1. Applicability ............................................................................................................................................. 1

II. 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

III.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....................................................................................................... 7-8

26. Modification of Western 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

36. Cooperation of Contracting Parties........................................................................................................ 10-11

37. Transfer of Interest in the Contract or Change in Preference Status........................................................... 11

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 *Legal Citation Revised September 1, 2007
Effective September 1, 2007

1 WESTERN AREA POWER ADMINISTRATION

GENERAL POWER CONTRACT PROVISIONS

I. APPLICABILITY.

1. Applicability.

1.1 These General Power Contract Provisions (Provisions) shall be a part of the contract to which they are attached. In the event these Provisions differ from requirements of the contract, specific terms set forth in the contract shall prevail.

1.2 If the Contractor has member utilities which are either directly or indirectly receiving benefits from the contract, then the Contractor shall require such members to comply with Provisions 10, 17, 18, 19, 29, 30, 36, 43, 44, and 45 of these General Power Contract Provisions.

II. DELIVERY OF SERVICE PROVISIONS.

2. Character of Service.

Electric energy supplied or transmitted under the contract will be three-phase, alternating current, at a nominal frequency of sixty (60) hertz (cycles per second).

3. Use of Capacity or Energy in Excess of Contract Obligation.

The Contractor is not entitled to use Federal power, energy, or capacity in amounts greater than the Western contract delivery obligation in effect for each type of service provided for in the contract except with the approval of Western. Unauthorized overruns of contract delivery obligations shall be subject to charges specified in the contract or the applicable rate schedules. Overruns shall not establish any continuing right thereto and the Contractor shall cease any overruns when requested by Western, or in the case of authorized overruns, when the approval expires, whichever occurs first. Nothing in the contract shall obligate Western to increase any delivery obligation. If additional power, energy, or capacity is not available from Western, the responsibility for securing additional power, energy, or capacity shall rest wholly with the Contractor.

4. Continuity of Service.

Electric service will be supplied or transmitted continuously except for: (1) fluctuations, interruptions, or reductions due to uncontrollable forces, as defined in Provision 34 (Uncontrollable Forces) herein, (2) fluctuations, interruptions, or reductions due to operation of devices installed for power system protection; and (3) temporary fluctuations, interruptions, or reductions, which, in the opinion of the party supplying the service, are necessary or desirable for the purposes of maintenance, repairs, replacements, installation of equipment, or investigation and inspection. The party supplying service, except in case of emergency, will give the party to whom service is being provided reasonable advance notice of such temporary interruptions or reductions and will remove the cause thereof with diligence.

Effective September 1, 2007

2 5. Multiple Points of Delivery.

When electric service is supplied at or transmitted to two or more points of delivery under the same rate schedule, said rate schedule shall apply separately to the service supplied at or transmitted to each point of delivery; Provided
, That where the meter readings are considered separately, and during abnormal conditions, the Contractor’s system is interconnected between points of delivery such that duplication of metered power is possible, the meter readings at each affected point of delivery will be adjusted to compensate for duplication of power demand recorded by meters at alternate points of delivery due to abnormal conditions which are beyond the Contractor’s control or temporary conditions caused by scheduled outages.

6. Metering.

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 its agent(s). In the event metering equipment is furnished and maintained by the Contractor or its agent(s) and the equipment is used for billing and other accounting purposes by Western, the Contractor shall ensure that the metering equipment complies with applicable metering policies established by Western.

6.2 Meters shall be secured by appropriate security measures and meters shall not be accessed except when the meters are to be inspected, tested, adjusted, or repaired. Representatives of affected parties shall be afforded reasonable opportunity to be present upon such occasions. Metering equipment shall be inspected and tested each year by the party responsible for meter maintenance, unless a different test interval is determined 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 supplemental 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 any 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 estimated by Western from the best available information.

6.4 If inspections and tests of a meter used by Western for billing or other accounting purposes disclose an error exceeding 2 percent, or a lesser range in error as agreed upon by the parties, then a correction based upon the inaccuracy found shall be made to the service records for the period of inaccuracy as determined by Western. If the period of inaccuracy cannot be determined, the inaccuracy shall be assumed to have existed during the entire monthly billing period immediately preceding the billing period in which the inspection or test was made and the resulting correction shall be made accordingly.

6.5 Any correction in billing or other accounting information that results from a correction in meter records shall be made in a subsequent monthly bill rendered by Western to the Contractor. Payment of such bill shall constitute full adjustment of any claim between the parties arising out of inaccurate metering equipment.

Effective September 1, 2007

3 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.

8. 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 by 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 to construct, operate, and maintain its power system in a manner which, as determined by Western, will not interfere with the operation of the system of Western or its transmission agents over which electric services are furnished to the Contractor under the contract, and in a manner which will coordinate with the protective relaying and other protective arrangements of the system(s) of Western or Western’s transmission agents. Western may reduce or Effective September 1, 2007

4 discontinue 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 Western to interfere significantly under current or probable conditions with any service supplied from the power system of Western or from the power system of a transmission agent of Western. Such a reduction or discontinuance of service will not relieve the Contractor of liability for any minimum charges provided for in the contract during the time said services are reduced or discontinued. Nothing in this Provision shall be construed to render Western liable in any manner for any claims, demands, costs, losses, causes of action, damages, or liability of any kind or nature arising out of or resulting from the construction, operation, or maintenance of the Contractor’s power system.

III. RATES, BILLING, AND PAYMENT PROVISIONS.

11. Change of Rates.

Rates applicable under the contract shall be subject to change by Western in accordance with appropriate rate adjustment procedures. If at any time the United States promulgates a rate changing a rate then in effect under the contract, it will promptly notify the Contractor thereof. Rates shall become effective as to the contract as of the effective date of such rate. The Contractor, by written notice to Western within ninety (90) days after the effective date of a rate change, may elect to terminate the service billed by Western under the new rate.

Said termination shall be effective on the last day of the billing period requested by the Contractor not later than two (2) years after the effective date of the new rate. Service provided by Western shall be paid for at the new rate regardless of whether the Contractor exercises the option to terminate service.

12. Minimum Seasonal or Annual Capacity Charge.

When the rate in effect under the contract provides for a minimum seasonal or annual capacity charge, a statement of the minimum capacity charge due, if any, shall be included in the bill rendered for service for the last billing period of the service season or contract year as appropriate, adjusted for increases or decreases in the contract rate of delivery and for the number of billing periods during the year or season in which service is not provided. Where multiple points of delivery are involved and the contract rate of delivery is stated to 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 services furnished during the preceding month within ten (10) days after the end of the billing period.

13.2 If Western is unable to issue timely monthly bill(s), Western may elect to render estimated bill(s). Such estimated bill(s) shall be subject to the same payment provisions as final bill(s), and any applicable adjustments will be shown on a subsequent monthly bill.

13.3 Payments of bills issued by Western are due and payable by the Contractor before the close of business on the twentieth (20th) calendar day after the date of issuance of each bill or the next business day thereafter if said day is a Saturday, Sunday, or Federal holiday. Bills shall be considered paid when payment is received by Western. Bills will be paid electronically or via the Automated Clearing House method of payment unless a written request to make payments by mail is submitted by the Contractor and approved by Western.

Should Western agree to accept payments by mail, these payments will be accepted as timely and without assessment of the charge provided for in Provision 14 (Nonpayment of Bills in Full When Due) if a United States Effective September 1, 2007

5 Post Office first class mail postmark indicates the payment was mailed at least three (3) calendar days before the due date.

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. Nonpayment 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 full. 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. Adjustments 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. Adjustments for Curtailments to Firm 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 Effective September 1, 2007

6 the total number of hours of electric service determined to have been curtailed bears to the total number of hours in the billing period involved.

16.3 The Contractor shall make written claim within thirty (30) days after receiving the monthly bill, for adjustment on account of any curtailment of firm electric service, for periods of one (1) hour or longer in duration each, alleged to have occurred that is not reflected in said bill. Failure to make such written claim, within said thirty-day (30-day) period, shall constitute a waiver of said claim. All curtailments of electric service, which are due to conditions on the power system of the United States, shall be subject to the terms of this Provision; Provided
, That withdrawal of power and energy under the contract shall not be considered a curtailment of electric service.

IV. POWER SALES PROVISIONS.

17. Resale of Firm Electric Service (Wholesale Sales for Resale).

The Contractor shall not sell any firm electric power or energy supplied 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 energy supplied under the contract shall be made available to its consumers at rates that are established at the lowest possible 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 the contract and power from other sources to its consumers upon request. The Contractor will demonstrate compliance 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 of the Colorado River system, the contract is made upon the express condition and with the express covenant that all rights under the contract shall be subject to and controlled by the Colorado River Compact approved by Section 13 (a) of the Boulder Canyon Project Act of December 21, 1928, 43 U.S.C. §§ 617a-e, and the parties to the contract shall observe and be subject to and controlled by said Colorado River Compact in the construction, management, and operation of the dams, reservoirs, and powerplants from which electrical energy is to be furnished by Western to the Contractor under the contract, and in the storage, diversion, delivery, and use of water for the generation of electrical energy to be delivered by Western to the Contractor under the contract.

V. FACILITIES PROVISIONS.

20. Design Approval.

All facilities, construction, and installation by the Contractor pursuant to the contract shall be subject to the approval of Western. Facilities interconnections shall normally conform to Western’s current “General Requirements for Interconnection,” in effect upon the signing of the contract document providing for each interconnection, copies of which are available from Western. At least ninety (90) days, unless otherwise agreed, Effective September 1, 2007

7 prior to the date the Contractor proposes to commence construction or to incur an obligation to purchase facilities to be installed pursuant to the contract, whichever date is the earlier, the Contractor shall submit, for the approval of Western, detailed designs, drawings, and specifications of the facilities the Contractor proposes to purchase, construct, and install. The Contractor assumes all risks for construction commenced or obligations to purchase facilities incurred 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.

If at any time during the term of the contract, Western determines that changes or additions to control, relay, or communications facilities are necessary to maintain the reliability or control of Western’s transmission Effective September 1, 2007

8 system, and said changes or additions are entirely or partially required because of the Contractor’s equipment installed under the contract, such changes or additions shall, after consultation with the Contractor, be made by Western with all costs or a proportionate share of all costs, as determined by Western, to the be paid by the Contractor. Western shall notify the Contractor in writing of the necessary changes or additions and the estimated costs to be paid by the Contractor. If the Contractor fails to pay its share of said estimated costs, Western shall have the right, after giving sixty (60) days’ 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. Western shall keep the Contractor informed of all planned modifications to Western facilities which impact the facilities installation pursuant to the contract. Western shall permit the Contractor to change or modify its facilities, in a manner satisfactory to and at no cost or expense to Western, to retain the facilities interconnection pursuant to the contract. At the Contractor’s option, Western shall cooperate with the Contractor in planning alternate arrangements for service which shall be implemented at no cost or expense to Western. The Contractor and Western shall modify the contract, as necessary, to conform to the new facilities arrangements.

27. Transmission Rights.

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 the 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 pursuant to the contract. The Contractor and the authorized employees, agents, and subcontractors of the Contractor shall comply with all applicable safety laws and building and construction codes, including the provisions of Chapter 1 of the Power System Operations Manual, entitled Power System Switching Procedure, and the Occupational Safety and Health Administration regulations, Title 29 C.F.R. §§ 1910 and 1926, as amended or supplemented. In addition to the safety program required herein, upon request of the United States, the Contractor sh all provide sufficient
information to demonstrate 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 by the Contractor, its employees, agents, or subcontractors until written authorization to proceed is obtained from Western.

28.3 At all times when the Contractor, its employees, agents, or subcontractors are performing activities of any type pursuant to the contract, such activities shall be under supervision of a qualified employee, agent, or subcontractor of the Contractor who shall be authorized to represent the Contractor in all matters pertaining to the activity being performed. The Contractor and Western will keep each other informed of the names of their designated representatives at the site.

Effective September 1, 2007

9 28.4 Upon completion of its work, the Contractor shall remove from the vicinity of the 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 Compliance.

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 Environmental 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.

VI. 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 and responsibilities of the authorized representatives of the parties. Each party may change the designation of its authorized representative(s) upon oral notice given to the other, confirmed promptly by written notice.

Effective September 1, 2007

10 32. Effect of Section Headings.

Section headings or Provision titles appearing in the contract or these General Power Contract Provisions are inserted for convenience only and shall not be construed as interpretations of text.

33. Operating Guidelines and Procedures.

The parties to the contract may agree upon and put into effect from time to time, such other written guidelines and procedures as may be required in order to establish the methods of operation of the power system to be followed in the performance of the contract.

34. Uncontrollable Forces.

Neither party to the contract shall be considered to be in default in performance of any of its obligations under the contract, except to make payment as specified in Provision 13 (Billing and Payment) herein, when a failure of performance shall be due to an uncontrollable force. The term “uncontrollable force” means any cause beyond the control of the party affected, including but not restricted to, failure of or threat of failure of facilities, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority and action or nonaction by, or failure to obtain the necessary authorizations or approvals from, any governmental agency or authority, which by exercise of due diligence such party could not reasonably have been expected to avoid and which by exercise of due diligence it shall be unable to overcome. Nothing contained herein shall be construed to require a party to settle any strike or labor dispute in which it may be involved. Either party rendered unable to fulfill any of its obligations under the contract by reason of an uncontrollable force shall give prompt written notice of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch.

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 whatsoever 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 of its officers and employees in accordance with the Federal Tort Claims Act, 28 U.S.C. §§ 1346(b), 1346(c), 2401(b), 2402, 2671, 2672, 2674- 2680, as amended or supplemented.

36. Cooperation of Contracting Parties.

If, in the operation and maintenance of their respective power systems or electrical equipment and the utilization thereof for the purposes of the contract, it becomes necessary by reason of any emergency or extraordinary condition for either party to request the other to furnish personnel, materials, tools, and equipment for the accomplishment thereof, the party so requested shall cooperate with the other and render such assistance as the party so requested may determine to be available. The party making such request, upon receipt of properly itemized bills from the other party, shall reimburse the party rendering such assistance for all costs properly and reasonably incurred by it in such performance, including administrative and general expenses, such costs to be determined on the basis of current charges or rates used in its own operations by the party rendering assistance.

Issuance and payment of bills for services provided by Western shall be in accordance with Provisions 13 (Billing Effective September 1, 2007

11 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; Provided , 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, or judicial 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 37.1.

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 contract to 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 Contractor under Federal law.

Effective September 1, 2007

12 38. Choice of Law and Forum.

Federal law shall control the obligations and procedures established by this contract and the performance and enforcement thereof. The forum for litigation arising from this contract shall exclusively be a Federal court of the United States, unless the parties agree to pursue alternative dispute resolution.

39. Waivers.

Any waivers at any time by either party to the contract of its rights with respect to a default or any other matter arising under or in connection with the contract shall not be deemed a waiver with respect to any subsequent default or matter.

40. Notices.

Any notice, demand, or request specifically required by the contract or these Provisions to be in writing shall be considered properly given when delivered in person or sent by postage prepaid registered or certified mail, commercial delivery service, facsimile, electronic, prepaid telegram, or by other means with prior agreement of the parties, to each party’s authorized representative at the principal offices of the party. The designation of the person to be notified may be changed at any time by similar notice. Where facsimile or electronic means are utilized for any communication covered by this Provision, the sending party shall keep a contemporaneous record of such communications and shall verify receipt by the other party.

41. Contingent Upon Appropriations and Authorization.

41.1 Where activities provided for in the contract extend beyond the 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 from 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 United 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 employed or retained to solicit or secure the contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, Western shall have the right to annul the contract without liability or in its discretion to deduct from the contract price or consideration the full amount of such commission, percentage, brokerage, or contingent fee.

Effective September 1, 2007

13 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. § 3701, as amended or supplemented, is subject to the provisions of the Act, 40 U.S.C. §§ 3701-3708, as amended or supplemented, and to regulations promulgated by the Secretary of Labor pursuant to the Act.

44. Equal Opportunity 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.

CleanPowerSF Sfpuc CommissionMay 9, 2023

CleanPowerSF Sfpuc Commission
May 9, 2023