The URL can be used to link to this page

Home My WebLink About25808ff AGENDA REGULAR MEETING OF AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL AZUSA LIGHT & WATER 729 N. AZUSA AVENUE AZUSA, CA 91702 AZUSA UTILITY BOARD DIANE CHAGNON CHAIRPERSON DICK STANFORD VICE CHAIRPERSON CRISTINA C. MADRID BOARD MEMBER TUESDAY, May 28, 2002 6:30 PM DAVE HARDISON BOARD MEMBER IOSEPH R. ROCHA BOARD MEMBER 6:30 p.m. - Convene to Regular Meeting of the Azusa Utility Board and Azusa City Council • Call to Order • Pledge to the Flag • Roll Call 1. PUBLIC PARTICIPATION (PersoryGroup shall be allowed to speak without Interruption up to five (5) minutes maximum time, subject to compliance with applicable meeting rules. Questions to the speaker or responses to the speaker's questions or comments, shall be handled after the speaker has completed his/her comments. Public Participation will be limited to sixty (60) minutes time.) A. Presentation by Suzanne Avila, River Consultant, regarding river improvement projects The Consent Calendar adoodW the printed recommended action will be enacted with one vote. If Staff or Councilmembers wish to address any item on the Consent Calendar individually, it will be considered under SPECIAL CALL ITEMS. 11. CONSENT CALENDAR A. Minutes. Recommendation: Approve minutes of regular meeting of April 22, 2002, as written. B. Replacement of Water Division Trailer. Recommendation: Approve purchase of a 2002 Zieman Trailer from D3 Equipment Company in the amount of $11,354.34. C. Construction Inspection Services Cost Increase for Water Protects. Recommendation: Approve of a budget increase in the amount of $18,000 to be paid to Wren &Associates for project construction inspection services as required for Project W-170. D. City Wide HVAC Replacement Project. Recommendation: Award ALP Heating and Air Conditioning the City Wide HVAC Replacement Project in the amount of $158,700. E. Green Waste Barrel Program Bid Specifications. Recommendation: Approve the specifications for the purchase of 6,400 green barrels and authorize the City Clerk to advertise for bids. 111. SCHEDULED ITEMS A. Resolution to Declare Surplus Property. Recommendation: Approve resolution to declare. property at east end of Grandview Drive in Azusa as surplus and proceed with disposition of property in accordance with Government Code Section 54220 of Article 8, Division 2, Title 5. B. Resolution Amending Water Rate Schedule. Recommendation: Approve resolution to amend Water Rate Schedule applicable to Domestic Meter Installation Charge. C. Master Power Purchase and Sale Agreement (Edison Electric Institute or EEI). Recommendation: Approve ED agreements with Duke Energy, American Electric Power and IdaCorp regarding future purchase and sale of electricity. D. Agreement with Suburban Water Company. Recommendation: Authorize staff to execute agreement with Suburban Water Company to provide a connection at Azusa's Upper San Gabriel -8 (USG -8) to allow them to buy Metropolitan Water District (MWD) water. IV. A. Monthly Power Resources Update B. National League of Cities Leadership Training Institute Workshop C. Update on Telecommunications Feasibility Study V. DIRECTORS' COMMENTS VI. CLOSED SESSION A. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Government Code Section 54956.9(b) Data Request from the Federal Energy Regulatory Commission Regarding Investigation of Wholesale Energy Market VII. ADIOURNMENT ,,in compliance with the Americans with Disabilities Act, If you need special assistance to participate in a citymeeting, please contact the City Clerk at 616-812-5229. Notification three (3) worldng days prior to the meeting or time when special services are needed will assist staff in assuring that reasonable arrangements can be made to provide access to the meeting. " Conference Objectives In December 1999, we convened a conference entitled Re -Envisioning the San Gabriel River. More than 200 people from all areas of interest attended this event to learn what the future might hold. That future is now, with projects not even conceived at that time already being implemented or on the drawing board. What seemed like a forgotten river just a few years ago is now alive with activity. The goal of an urban green belt focused on the San Gabriel River is now within'. reach. Some talk of restoring the flow of water along the river's course, with water birds taking refuge in streamside thickets. Trail users long for a shaded path where they can exercise both the mind and body. Others see quiet spots for family picnics and a chance to learn what was there before we came. i The purpose of the June 14 conference is to highlight activities now in progress all along the San Gabriel River from the mountains to the mouth. We will hear from those who are creating these parks as well as visionary leaders who will tell us how we can all works together to realize the dream. In addition to the speakers, who will highlight only a fraction of the projects currently in the works, we have invited a large number of organizations to prepare displays and exhibits on their vision for the River. The, exhibit area will be open all day, and will give everyone a chance to Team what is happening and how they can become a part of it. A free box lunch will be provided to all who register at the door, with ample time to tour the exhibits during the lunch period. \Vho .5hould llttend? Anyone who cares about what happens along the San Gabriel River can get something out of this event. If you thought the river could not be transformed, come hear from those who are doing it. If you want to see it happen in your city, talk to those who can help. Pride in the River is rising like an EI Nino flood. City officials, business leaders, educators, and those who just want to be in on the movement—all should be in Azusa on June 14 to feel the current. m m z E E 0 U m c N 'E. th CU r- � mrn TQ OAU 0 N > Y w 0 0 � U,W Re-C-nvi5ianing the San ('abriel River Conference II Fir June 14, 2002 9:00 4M-3:00 PM. Azusa Chic Audltarilam 213 E FootRt 15I.vd QZUSa Y o Q a � n m m i E 0 of J 02 Q o W E 0 (D v Ld (J C p` `� 0 LL {0{pp T U Or U 'j j N U EL M w LU 05 � L . . . . . . . . . . Re-C-nvi5ianing the San ('abriel River Conference II Fir June 14, 2002 9:00 4M-3:00 PM. Azusa Chic Audltarilam 213 E FootRt 15I.vd QZUSa I' Conference Program 9:00 A.M. Watershed Wake-up Cristina Cruz -Madrid, Mayor, Azusa !� 9:15 A.M. Thinking River Mary Nichols, Secretary, Resources Agency 9:30 A.M. River Visionaries (invited) ,h U.S. Representative Hilda Solis State Senator Gloria Romero Assemblymember Ed Chavez County Supervisor Gloria Molina 10:15 A.M. River Innovators�' 'V USGVMWD Watershed Progra Mete Watershed Education Center Ken Manning, Upper San Gabriel Valley Municipal Water District Z. Return of the Azusa River' Rick Cole, Azusa City Manager Greening the Rio Hondo Basinig Doug Delgado, Calvin Abe Associates, Inc San Gabriel River Master Plan Scott Schales, Dept. of Public Works EI Dorado Nature Center Mary Blackburn, Long Beac Restoring Coastal Wetlands \ II Don May, Sierra Club ; 12:00 River Connections M Box lunch provided by conference sponsors to allow time to enjoy exhibits, chat with presenters, network with the i many river innovators in attendance, or ask how you can help f %i„ • °,_ '%;�„ J'°' Conference Program (continued) ,,II", •/,iii' 1,„7N' - `' 1 1:00 P.M. The Ducks Go Wild! prc°dia The Woodland Farms Project and Vision for r Azusa Whittier Narrows Cal Poly Studio 606 Project Team FF PAM Frank Simpson, Tina Huffman, Miriam Herrmann, Amy Schulenberg \. °nte west covin �I ALNUTrREE1( San Jose Creek Habitat Restoration Eileen Takata, North East Trees f�f La Puente 4 VJos� 2:30 P.M. From the Mountains to the Sea ep n �Pr^ oi�Ok it�ryi�y,:. NAXf a.""d =f. ('R f Turning Vision to Reality Belinda Faustinos, Rivers &Mountains ,� ,,';;:pan*tra,�; `'°„•. Conservancy Whittier //NG. t .,,,/, <o.,i 4 °;•;:,r�LS Exhbitor5 (invited) "n Upper SGV Municipal Water District Sierra Club City of Azusa p1:1 ► Rivers and Mountains Conservancy Q County Dept. of Public Works North East Trees Cal Poly Studio 606 Z C pa.kd Anaheim LA & SG Rivers Watershed Council Q ' Friends of the San Gabriel River IpYeS' San Gabriel Mountains Reg. Conservancy Cp4� ✓ County Sanitation Districts aLl US Forest Service Whittier Narrows Nature Center Assoc. ,•,, I CALPIRG Su+ti Gabrieleno/Tongva Tribal Council seal r- 2 f Federation of Fly Fishers Beach JR� R1A4A7� ri Tree People 000 i� Trust for Public Land Native Habitat Preservation Authority Wildlife Corridor Conservation Authority r "i' _ A PUBLIC PARTICIPATION TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES J DATE: MAY 28, 2002 SUBJECT: PRESENTATION BY SUSANNE AVILA, RIVER CONSULTANT, REGARDING RIVER PROJECTS Attached materials were provided by Susanne Avila, River Consultant, for handout to the Azusa Utility Board/City Council, and relate to her requested presentation. Prepared by: Cary Kalscheuer, Assistant to the Director of Utilities San Gabriel Canyon Spreading Basins East side of San Gabriel Rhw North Azusa, Mouth of San Gabriel Canyon Owner Curren Use LA Co DPW Water Spreading Fatuity Todd Ave extending north to Hwy 39 along San Uabrlel Riwx Operated by LA Cc DPW Water Resources Division Accepts surplus flow and Imported water from San Gabriel Rher Water Committee "Committee of Nine" Size 185 aces I 3 miles perimeter PROGRESS SCHEDULE Agreement to design landscape plena Preliminary Checklist to Carirens AGENCIES INVOLVED Azusa Light and Water Joe Hau, Director 729 N. Azusa Ave Azusa, CA 91702 (626) 812-5219 Loa Angeles County Gloria Molina, Supervisor, First Dieblct San Gabriel Valley Field Office 0420 Teleter Avenue, Suite 126 EI Monte, CA 91731 Ralph Nunez, Program Manager (628)468-1573 munazabos.00.le.cs.us Dea01 NEEDED FUNDS Design C;onstNCWn Total Needed MAT $75,000 $1,000,000 91,076,000 GRANT PROGRAMS f Data Submitted GRANT AMT Los Angeles County Preposition A 110/22/01 9350,000 Gloria Molina, SuperV=, First DiaMd AMOUNT PENDING IN GRANTS: $350,000 LA. County DPW Water Conservation Division Pat Wood 000 S. Fremont Ave, 2nd Floor Alhambra, CA 91803 (826)458$131 San Gabriel River Water Committee "Comm0lee of Nine" Don Berry 729 N. Azusa Ave, 05 Azusa, CA 91702 (626) 815-0018 AVAILABLE BUDGETS AMT 90 Total Available 90 Azusa River Projects Update 5/20/2002 FUNDING OBSTACLES LA Cc Prop A Giant to be awarded May 02 First Prop A Crani of 9350,000 awarded to Azusa in 2001 for bike path extension not yet utilized is jeopardizing future grant awards. FUTURE FUNDING RMC Funding Cycle II / 07/03102 San Gabriel and Lower Loa Angeles Rivers and Mountains Conservancy 900 S. Fremont Ave, P.O. Box 1460, Alhambra, CA 91802 Belinda Faustnos, IntaiL Eracutw Officer (626)4584315 bfaustinosQft.ca.gov Preposition 40 California Clean Water, Clean Air, Safe Neighborhood Perks and Coastal Protection Act of 2002 I Azusa River Wilderness Park JwWm of Sen Gabriel Carryon Road (Hwy 39) and OM Sen Gabriel CNyon Road (FJ Fy.allo Reshiur9rd) Ower Conn Uae Aabm Pdm AncreimdVale Sme Ralph Cowl 2280 N.Ssn GahblCerryonRwd SSW,WD 17.8Cormwedea S1.0O0,000 Vernevatlo. 0Mltlaperod 39mldpa Tien Parade (Coat Gatti. am Un) Neuadd COnemmT 108.3001 Wh E DeedwsrCefMie Sen GeD11N aNlaeer ld Aryelea Oepef Flshend Game 11.0 Agee AaMal Fen D,pl0 Ge= Rivers art MaaMW Coramercy Appaiaaia Conplato Sopa SvdDMitlpetlpi for Mt Caw Impecb AMOUNT AWARDED N GRANTS: HAWAW Lin Feng 100 N. Sen GaMalCarem Rw0 1680,000 8.9 acres Vowesbm clad np S Ercsrm padW9 ort rpMb RYead nE.V (829)159./315 Msvadm®dg.u.t7w Ban GYaiY ab UAwrWAmebs Riven eM Mm Cemerrarcy 3 080dD9 Wtl WN b GBM: S3,6W ydn Syn / LandG S/DO.ODD Board appmNblorrertl pblb prmled of3popertlee Lin rem W agm lWale, WON paWel booted pery W SMIa*fCaMwrW/DWof PorluardReueeson Tayw Tn 2830N.Sen GaMYCwVon Road "18.WD "00,000 1.e evea Reeiderce earoNWp bl:758 "111822 Seem CaRpria R... Apmcy Sl ndPt e ft Garage W9m"NMG CaHmYs CMm Water, Clean Nr, Sale NYyiborM Pmly Appmv ApM&aIs 30-An02 W 180 w ne9etlsaI9d, OMR CpTYs, ArmSbrape "WAW arYCoasMRoledm Ar &Y Apn mBWtMPdd YN ProperyQwrs Ju+02 1+.118,000 28.5. NEEDED FUNDS PMdMw: Taylor PnpMy Corel Hepby WProp AMT "18.000 1500.000 1500000 TWal Needed S1Aia,o0o AVAILABLE BUDGETS AMT Sen CSOrIN orrl Loev lea MpMw Rain eib $1,000.000 MOMNW ConorvMcy /08/!001 _ TWl Available ( 11,000,000 I Aaaa Rha R*m UPmm 5202W2 FUNDING OBSTACLES Rio a flee Caeenemy O era evara ara8mp AppMeY Appwel bdn Sme Ramada Agcy (JMl9D, 02) and PmorldrewAppv.•alfnrn RN 8 Mev Conawny Beard (Jrn 7, O2) PROGRESS SCHEDULE GRANT PROGRAMS IDore Subiined GRANTAMT FUTURE FUNDING 16,wr San GAMY ab Loeer l.n Amabs Rhee ab S1.0O0,000 RMCFredog Cyclelf/O7A)y02. Tien Parade (Coat Gatti. am Un) Neuadd COnemmT 108.3001 Sen GeD11N aNlaeer ld Aryelea Rivers art MaaMW Coramercy Appaiaaia Conplato 2 Mey02 AMOUNT AWARDED N GRANTS: HAWAW BOO S. Fre Aw, P.O. Box 1180, AIMm0na. CA 91902 BeBMa Fo stima, blpbn E Kube OMCM (829)159./315 Msvadm®dg.u.t7w Ban GYaiY ab UAwrWAmebs Riven eM Mm Cemerrarcy Rpadanartl Rhvdro NaMM/07N1Ay2 S/DO.ODD Board appmNblorrertl pblb prmled of3popertlee TJue02 SMIa*fCaMwrW/DWof PorluardReueeson OMd of Grams W LadI SOMr:s PloOoai c Seem CaRpria R... Apmcy CaHmYs CMm Water, Clean Nr, Sale NYyiborM Pmly Appmv ApM&aIs 30-An02 AMOUNT PENDING N GRANTS: "WAW arYCoasMRoledm Ar &Y Apn mBWtMPdd YN ProperyQwrs Ju+02 Steil Fybwv JV W2 30 OWN, Ow h Fee JM02 AGENCIES INVOLVED ABSrsvew CJMAb, Chief Suveyvr 9701 eN NcbMb. CA 92392 (1W)127.7358 A Crab (lin Pro" Sw WastReeb Sbewd TJee, Nvkm emw. Ra,.ees Gbd. CA 91710 (em) est -Tera Bean 1Conpory Cad soiu n ,Ropory vshu 203 N. RwrW St Guile A Ormpa, CA 92M (711)634-3813 CpMamli Depaf FNherY Gram RkhMOJacyeon 14W NM my Bewl, R Sacr Nento CA Rope 1288 eaeramnm, CA 65811 Calfonie Reeouua Apercy "IS B S"K Om 311 6eaetary 1119 NhE1ShatM1 1911 S 16) 657 , CA 95811 (919)0.57-8158 Calforria State Deµvl Pada eN ReoveOan Mrs MGnr6 eM IArsl BerNua VOD. 942 Repel Wkvt P.O. Bdx ea 912896 (916)65i.mm 91298 (618)851-8598 vpelapMw.0 Cosh LT Prop boor SaMda woncTrot Pr*e, Brenn Caeb, Narw ter 125 N. Monrovis CA PI (m)36. 91019 (929) 959177 W Reph Coved 58" Bridge C rbrM, CA 93/28 (" 927-3308 awl" aM Mary Go RYmoWCannnRsrch 2350 Sart".MI Careen Road Ansa, CA 01702 1829)394-0502 mo,mSen whirs oral lawny . AryYee RNen sM =S, Fr CasAm, P. . BW8.All,mmtr& At 100P.O. Bend 11W Blardsra, CA .hol (M)4fadWd, btsbn Executive Otfldr (em)158gis Mlusploslgapd.�v Forest Service Education Center and Interpretive Park NoMeast junction of Sen Gabriel Canyon Road (Hwy 39) and Azusa and San Gabriel Canyon Road (the Old Dalry Road) purer Current Use Sue Aria LiSN and Weler Forest Service Momation Crdr 4.24 Acres Colarams Nwum PROGRESS SCHEDULE Forest Service epees rend not to exceed 31388 moat Ap-2 $20,000 per year M 1000 aq S mkdmran dsirding Faeal Service Agreement With City to ON Sale Sp,02 $128,000 of Forest Serves /ands: orHak lose $65,O0Dforpeving $33,000 for bnpovemeMs 12113101 Discussions will Nan Berstein Architect Fee -$490,700 Sokk RFPs $90,700 for construction design of 1500 sq R bldg $4W,000 for mubuclan of 15M aq It bldg Nath East Thea Fee -$25,000 Solicit RFPs $50,O0Ofor canamlolian design of stlerprelive Pak $20,00 for coroNxsion of Interpretive Pak Fee -$27,450.00 Ill RFPs $27,450 for master ptermetp 44Nojeat Riva Corridor AGENCIES INVOLVED AMT Aare L1ght as Water IN Angeles Coady ,be HSU. Deeolar Gloria Moline, Suaer . Fret District 729 N Aria Ave San Gabriel Valley Fald Office Ansa, CA 91702 8420 TasterAvere», Suite 128 (US)B12-6219 EI Made, CA 91731 Ralph Nunn, PMgMM MWWK (QS44SA573 rrwexe�boe.ce.le.ce.us Bernstein Architects NOM East Treed, Alan Bemelatn, Architect Epson Takes, Program Coordbator 52011 Karat Road, Suite 201 570 W. Ave 26, Suite 200 Aaoura Nilo, CA 91301 Los Angeles, CA 90085 (818)7078215 (323)441-394 NEEDED FUNDS AMT Construction of Education Center $490.700 Camtrublian of MerpreWe Peds $200.000 $690,700 minoae Forest Sery funds $128,000 Tote) $612,70D Mester Plan of River Comdor $27,450 Tow Headed s84D,150 GRANT PROGRAMS / DM StdIm1NW Los Mpelee County Proposition A / 1022101 Gloria Moline, Supervisor, Feet District Riparian and Rivenine Habbal IO2A1/02 Slate of CelManla / Dept of Perks and Reereelen Office of Graft and Local Services AMOUNT PENDING IN GRANTS: State of California / Dept of Pada as Recreation Office of Grens and goal S"Im Vigor Pelee, Project Officer P.O. Bax 942888, Sacremaso, CA 94296 (916)8518593 vpe8®parW.m U.S. Forest Service Melly Danpla / Koen Fans San Gabriel River Raper Disbict 110 N. Wabash Ave Glatlora. CA 91741 (626)335-1251 AVAILABLE BUDGETS AMT Forest Service'NartNeal Properly' $135,000 Finds (Removables: Displays/Furrriaae) TOW Available $135,ODD For Displays/Furniture GRANT AMT $350,000 $400,000 $764.000 Aare River Projects Update M202 2 FUNDING OBSTACLES LA Go Prop A Grand to be awarded May 02 Firs Prep A (rent of $3500,ODO awarded to Aaae In 2001 for bike path exlemioa nst yet Wilted Is jeopad zing future Ward awards. State of Ceefama Riparian and Rivedne GreM W be Awarded m Aa 02 FUTURE FUNDING RMC Fatding Cycle N 10710302 San GadiN and Lower Los Angeles Riven aid Maesai s Caeenmiay 900 S. Frernon Ave, P.O. Box 1.480 A9smbre, CA91802 Belinda Fmtinoc, Maim EXGn Officer (023)458-4315 Ofausen0sW9.c8.gdv Proposition 40 California Clean Water, Clean Ak, Safe NdW bWhDod Pale ars CMISI Pretectian Act of 2002 River Bike Path Extension North side of San Gabriel Canyon Road (Hwy 39) Forest Service Information Center to Canyon Inn Owner Current Use Size Cal Traits Vacant shoulder of Hwy 39 1.5 miles loop f State Highway 10 it wide City of Azusa Parking Lot, south end of Bike .46 acre Path Etdension PROGRESS SCHEDULE Construction documents from Landscape Architect Apr -02 Preliminary Checklist to CalTrans May -02 Clea and create Southern Parking Lot on City parcel 17 -May -02 BWPmposal Stage May -02 Develop educational stops at 6 vistas points 31 -MW -02 Incorporate Chamber of Commerce Tree Herifape Pf0j AGENCIES INVOLVED Azusa Recreation & Perks Rally Noriega 320 N. Orange Piece Azusa, CA 91702 (626) 8125266 CarTrens NEEDED FUNDS AMT Construction $350,000 Total Needed $360,000 GRANT PROGRAMS / Data Submitted Los Angeles County Proposition A / 3/15101 Gloria Molina, Supervisor, First District AMOUNT AWARDED IN GRANTS: Los Angeles County Gloria Molina, Supervisor, First District San Gabriel Valley Field Office 9420 Telstar Avenue, Suite 128 EI Monte, CA 91731 Ralph Nunez, Program Manager (626) 448-1573 munez@bos.00.la.ca.us Robert Mitchell & Assoc Robert Mitchell 22982 EI Toro Road Lake Forest, CA 92630 (949) 581-2112 Standard Paolffc Homes Michael Battaglia 15326 Afton Parkway 1Mne, CA 92618 (949)789-1752 AVAILABLE BUDGETS LA Co Prop A f 3/15/01 Glace Molina, Supervisor, First District Total Available GRANT AMT $350,000 $350,000 171 $350,000 $360,1100 FUTURE FUNDING Azusa River Projects Update 5120/2002 FUNDING OBSTACLES Grant awarded 2001 not spent, c nsbuction awaBing Mt Cove development and Can rans approval, Jeopardizing future Brant awards. RMC Funding Cycle 11107/03/02 Sen Gabriel and Lover Los Angeles Rivers and Mountains Conserve 900 S. Fremont Ave, P.O. Box 1460, Alhembra, CA 91802 Belinda Faustince. interim Exe (826)4584315 bfaustlnor;@ft.ca.gov Proposition 40 California Clean Water, Clean Mr, Safe Neighborhood Parks and Coastal Protection Act of 2002 1f -pl Y •Y NOTICE OF PUBLIC MEETING The public meeting of the San Gabriel and Lower Los Angeles Rivers and Mountains Conservancy "Rivers and Mountains Conservancy" (RMC) will be held Friday, June 7, 2002 from 1:00 PM to 4:00 PM Los Angeles County Department of Public Works 900 South Fremont Avenue, Alhambra, CA 91802 MEETING AGENDA CALL TO ORDER 1:00 P.M. I. Roll Call Il. Public Comment Individuals wishing to comment must fill out a comment card at the meeting for the official record and will be allowed three minutes to speak, and representatives of organizations/agencies will be allowed five minutes to speak. Speaker time may be reduced depending on the number of speakers. III. Approval of April 5, 2002 Minutes IV. Chair's Report V. Deputy Attorney General's Report VI. Presentation by the Puente Hills Landfill Native Habitat Preservation Authority VII. Staff Reports A. Review and discussion of budget expenditure reports. B. Review and discussion of legislation report. C. Review and discussion of proposed Proposition 40 allocations and grant procedures. D. Consideration of resolution authorizing co-sponsorship of San Gabriel River Conference on June 14, 2002. E. Consideration of resolution authorizing a grant agreement amendment with City of Azusa for acquisition of additional parcel(s) for the Azusa Wilderness Park project. F. Review and discussion of Common Ground, Watershed and Open Space Plan approval progress. G. Review and discussion of Common Ground, Watershed and Open Space Plan Phase II Working Group report. H. Review and discussion of draft San Gabriel Mountains Northern Slope Addendum. I. Consideration and possible action on working group recommendation for an open space management strategy. J. Consideration and possible action on working group recommendation concerning Woodland Farms (Duck Farm) property. K. Consideration of possible action for appointment of Executive Officer. Rivers and Mountains Conservancy June 7, 2002 Page 2 VIII. Board Member Comments IX. Closed Session: Pursuant to Government Code section 11126 (a)(1) of the Government Code which provides that a state agency may hold a closed session to consider the appointment of a public employee. The term "employee" includes a person exempt from civil service pursuant to subdivision (e) of Section 4 of Article VII of the California Constitution. (Gov. Code, section 11126 (4)(b).). X. Discussion of possible future agenda items. XI. Discussion and possible action concerning July meeting date. XII. Adjournment 4:00 P.M. For additional information concerning the meeting, please contact Belinda Faustinos at (626) 458-4315 or visit the Rivers and Mountains Conservancy web page at www.rmc.ca.gov. Congratulations! The RMC mailing list has now reached 50% electronic distribution! If you would prefer to receive these notices by email, send a message to mkaiser(a)dfg.ca.gov. Azusa River Wilderness Park Parcels 1 - 5 - 57.9 Acres Total Azusa River Wilderness Park Parcels 1, 4, and 5 = 28.6 Acres Total Azusa Purchase 2002 thru RMC Funding _ PARCEL APN PROPERTY NAME/ OWNER ACRES PURCHASE PROCESS 1 - ` 8684-027-001 Azusa Crown, Inc. 8.96 8.96 Appraisal Complete 5/22/03 Muching & Melody Lin Appraisal Approval w/ State Resources Agency - June 30, 2002 RMC Board Amendment Approval - June 7, 2002 2 8684-027-004 Rainbow Canyon Horse Ranch 9.70 Began Discussions 8684-027-010 Chuck and Mary Gatti 8.22 17.92 3 8684-027-005 venlyThlch 3.20 Not Approached 4 " 8684-027-007 Taylor Trust 1.83 1.83 Appraisal Approval w/ State Resources Agency -June 30, 2002 Tom Taylor RMC Board Amendment Approval - June 7, 2002 5 ` 8684-027-012 Cool Water Springs Corporation 26.06 17.81 8.25 Owner Retains Ralph Covell Azusa Acquires 14 Acres of Conservation Easement Total Azusa River Wilderness Park = 57.97 `Total Azusa Purchase 2002 = 28.60 29.37 Acres remain to seek future funding Hausa River Wilderness Park 8684_1.27 E t• 300' x.985 COOF. 852a FOA PAEV. ASSM'T. SEE: 4664-L7 C6') 1. 7'A�.�=� Fn. ia6Ta-e aFt O'? „. S T. ''teeOlAc b Ib.P6!A4. •�e=4 �^< e O J4 rA: 13tf� r � n✓:J 9 61. 70 'A. Net C/7y OF P/I5'1OENq N 8.9'37.10"W. .^JSS.SJ (Aar 7i, Na. (.672: TRACT N0. 6572 24 T. I N, R. 10 W. M.B. 102-39 41 'i APN: 8684-027-001 8.96 Acres Azusa Crown, Inc. APN: 8684-027-004 9.70 Acres Chuck and Mary Gatti APN: 8684-027-010 8.22 Acres Chuck and Mary Gatti 17.92 aAPN: 8684-027-005 3.20 Acres Vienly Thich EAPN: 8684-027-007 1.83 Acres Taylor Trust ®APN: 8684-027-012 26.06 Acres Cool Water Springs Corp 57.97 Acres ASSFS50S'S P11P COUNTY OF LOS ANGELES. CALIF pt -.0„1111110► A CITY OF AZUSA MINUTES OF THE REGULAR MEETING OF THE AZUSA UTILITY BOARD/CITY COUNCIL MONDAY, APRIL 22, 2002 - 6:30 P.M. The Utility Board Members of the City of Azusa met in regular session, at the above date and time in the Azusa Light and Water Department Conference Room, located at 729 N. Azusa Avenue, Azusa, California. Chairperson Chagnon called the meeting to order. Call to Order ROLL CALL Roll Call PRESENT: COUNCILMEMBERS: HARDISON, CHAGNON, ROCHA, MADRID ABSENT: COUNCILMEMBERS: STANFORD ALSO PRESENT: Also Present City Attorney Ferre, Director of Utilities Hsu, City Manager Cole, Secretary Alvarez, Assistant to the Director of Utilities Kalscheuer, Electric Engineer Langit, Assistant Director of Resource Management Tang, Assistant Director of Electric Operations Ramirez, City Clerk Mendoza, Armando Gonzalez and David Goodale of Gonzalez/Goodale Architects. The CONSENT CALENDAR consisting of Item 11-A through 11-G, were approved by motion of Consent Cal. Councilmember Hardison, seconded by Councilmember Rocha, and unanimously carried, with the Appvd exception of item II -B, which was considered under the Special Call portion of the Agenda. A. The minutes of the regular meeting of March 25, 2002, were approved as written. Min Appvd B. SPECIAL CALL ITEM. Spec Call C. Approval was given to purchase 80 Microsoft Select Office XP Software licenses in the Pur Microsoft amount of $25,000. Select XP D. Approval was given to amend blanket purchase order #210257 issued to Hunter Electric, in Inc PO the Increased amount of $10,000, for Fiscal Year ending June 30, 2002. Total amount will be Hunter Elect. $35,000. E. Approval was given to amend the existing architectural consulting services agreement for Amend agmt City Yard Office Building, with Henry Woo Architects, Inc., in the amount of $17,200. w/Henry Woo The purchase of two manual hydraulic single reel trailers from Pacific Utility Equipment Pur Hydraulic Company in the amount of $16,522 was approved. Trailers G. Lease Agreement with State of California, Department of Consumer Affairs was approved and Lease Agmt the City Manager was authorized to execute same. Cons Affairs Special Call Item Special Call Chairperson Chagnon expressed concern regarding the amount of money spent on advertising. Chagnon She asked that City Manager Cole, at a later date, provide a presentation on what advertising comments budget is, including salaries, and any consulting firms that the City contracts. Mayor Pro -Tem Hardison questioned why staff was asking for an increase in the budget. Utilities Director Hsu responded stating that the $25,000 was supposed to be included in this years budget, but, it was inadvertently omitted. Moved by Mayor Madrid, seconded by Councilmember Hardison and carried to approve the budget amendment to the Public Relations Program in the amount of $25,000. Scheduled Items It was consensus of the Boardmembers that item B, relating the Azusa Substation Conceptual Plan for Landscape and Front Wall Architectural Design along 1 160 West Gladstone Street, be moved forward and handled at this time. Utilities Director Hsu introduced Messrs. Armando Gonzalez and David Goodale of Gonzales/Goodale Architects and stated that he will be making a presentation to the Planning Commission on this item on Wednesday and there is a need for some direction. They provided a powerpoint presentation to Councilmembers which included three options of landscape designs. Question and answer session was held during the presentation between Councilmembers, staff and the, architects regarding the design of the walls, the lighting strategy, the landscape, the frontal view, the cost and design of the proposed tower (approximately $20,000), cost of iron gates ($15,000 each, distance from the substation, meandering sidewalks, the translucent gate, budget, logo, trees and maintenance of the foliage. The project cost is $240,000, which Includes landscaping, lighting, tower and wall and It is projected for January, 2004. Util Dir response Bud Amend Pub Rel Sched Items Item Ill -B moved fwrd Util Dir intro Architects Presentation questions & answer session Moved by Mayor Pro -Tem Hardison, seconded by Councilmember Rocha and unanimously* Concept Plan carried to adopt the conceptual plan including front wall design of proposed Substation Project Substation along 1 160 Gladstone Street and direct staff to submit Planning Commission for their approval. Project appvd Utilities Director Hsu detailed the current process for the utility bill print and mail process and Util Dir advised that the current mail machine is going out of commission and there Is a need to make a comments decision regarding either purchasing a new one or contracting out with a mailing house. He re: Bill print stated that after research regarding the issue it was found that contracting with a company would & mail be more cost effective; he detailed the process and answered questions posed by process Councilmembers regarding billing inserts, other departmental needs, how to track potential problems with the process. 04/22/02 PAGE TWO Mayor Pro -Tem Hardison offered a Resolution entitled: A RESOLUTION OF THE AZUSA UTILITY BOARD/CITY COUNCIL OF THE CITY OF AZUSA, Res. 02-C47 CALIFORNIA, AWARDING A CONTRACT FOR UTILITY BILL PRINT AND MAIL SERVICES TO Contract w/ INFOSEND. Infosend Moved by Mayor Pro -Tem Hardison, seconded by Councilmember to waive further reading and adopt. Resolution passed and adopted by the following vote of the Council: AYES: COUNCILMEMBERS: HARDISON, ROCHA, CHAGNON, MADRID NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: STANFORD Assistant to the Director of Utilities Kalscheuer addressed item regarding the agreement for C. Kaischeuer Project Management Services for Energy Efficient Retrofits of City Buildings. He stated that hiring comments Mike Lorusso as Project Manager for the project would be a savings of approximately $50,000. He stated that the employment contract would be for a five month period, based on salary with no overtime. City Manager Cole responded to question regarding PERS, when part time employees work over City Mgr 1040 hours per year, the City pays for the PERS cost. response Moved by Mayor Pro -Tem Hardison, seconded by Councilmember Rocha and. unanimously* Agmt w/ carried to approve the agreement to retain Mike Lorusso as a contract employee for purposes of M. Lorusso managing a project to retrofit various City buildings with energy efficient equipment and fixtures. Assistant to the Director of Utilities Kalscheuer presented .bid packet for City -Wide HVAC C. Kalscheuei Replacements, stating that cost for the project would be approximately $180,000. Chairperson HVAC Chagnon asked to make sure the equipment to be purchased is off the shelf, not specialized. Replacement Moved by Mayor Pro -Tem Hardison, seconded by Councilmember Rocha and unanimously* Specs HVAC carried to approve the specifications to replace heating ventilation and air conditioning (HVAC) replacemts equipment and authorize the City Clerk to advertise for bids. Staff Reports/Communications Electrical Engineer Langit presented an update on Undergrounding of Power Lines proving the projected dollars available for Undergrounding Utilities Lines and proposed Underground Projects, that were submitted in August, 2000. He stated that the undergrounding of power lines along Montecito Avenue has been taken out due to legal proceedings, and added projects consist of the Sierra Madre between Sunset and Hilltop and San Gabriel Canyon between Sierra Madre and Canyon Vista; there Is a future landscaping project scheduled there which will be a cost savings, and in the area around Sierra Madre and San Gabriel Canyon Road there are power lines that are jointly owned by Edison and City and there Is a need to correct some maintenance problems. With regard to the Todd Avenue north and south of Sierra Madre, currently there is an industrial building development going in by Net Development and the underground project improvements will reinforcement and reliable service to large customers in that area. He responded to question regarding Montecito reprogramming after the legal Issues are settled, stating that there is a need to get an easement from the Golf Course owners before the project can be done. 04/22/02 PAGE THREE Staff/Com F. Langit Update Underground Power Lines Assistant Director of Resource Management Tang addressed Council stating that the transmission B. Tang service contract between the City and Southern California Edison regarding rate freeze, pursuant Trans Svs to negotiations as of 1997, will terminate by the end of 2002, and Staff is anticipating substantial Agmt w/SCE cost increases. The City faces a cost increase of no less than $417,946 or about 40%. Further, that they may have to consider joining the CAISO market as Participating Transmission Owner (PTO) as a viable mitigating strategy. He cited the Cost Mitigation Alternatives as follows: 1) Terminate SCE contracts and procure Add'I CAISO transmission services. 2) Keep SCE contracts and become "partial" PTO. Or 3) Keep SCE comments contract and become full PTO. He detailed each Alternative noting pros and cons and answered posed by Councilmembers. He then recommended Alternative number 3, to keep SCE contracts and become full PTO. Moved by Chairperson Chagnon, seconded by Councilmember Hardison and unanimously* Staff prepare carried to authorize staff to prepare application to become "Full" PTO and enter into negotiations Application with SCE and CAISO to effectuate the PTO participation. SCE CAISO The Power Resources Division Month Report was received and filed. Pwr Res Rpt Utilities Director Hsu invited Councilmembers to participate in the interview process for the Tele Com Telecommunication Feasibility Study Consultant selection process. He advised that the first Feasibility meeting of the review team will be held on May 2n° to establish the criteria for evaluation, to Study review all the proposals and to create a short list. The short list will be established by May 15'h Consultants and the selected consultants will be notified to be interviewed on June 13th. In response to Councilmember Hardison's question regarding key points that the consultants will C. Kalscheuer cover, Assistant to the Director of Utilities Kalscheuer stated that it is a three phase study and the Phases of consultants will evaluate the existing dark fiber network installed by Charter Communication to Tele Com see if they could make use of that network to save money; phase two an examination of Study wholesale type services that the City might provide and phase three is looking at the retail services, offering cable television, internet services, and a very comprehensive study. He stated that the review team exists of Director of Utilities Hsu, Electric Engineer Langit, Assistant City Manager Person, MIS Directors Graf -Gaynor and Morningstar. Chairperson Chagnon requested that the review team be expanded to include staff that participated in strategic mission process last year. Utilities Director Hsu invited all to attend the "Governing in a Changing Environment" workshop Util Dir Hsu scheduled for August 1-3, 2002, in Snowmass, Co., or the "Policy Makers Program" in Palm invitations Springs, from October 31- November 2, 2002. conferences City Manager Cole stated that on Thursday May 2n° is the General Membership meeting for the City Mgr League of California Cities. He urged one or more of the Utility Board Members/Councilmembers comments to attend as the Chair of the Assembly Budget Committee will be speaking and he would like Council to hear first hand what the State has to say about budget and attend to show concern. It will be held at the Quiet Canyon in Montebello at 5:30 p.m. Utilities Director Hsu provided an update on the SCPPA Congressional Delegate Tour of its Hoover Dam facilities, Hoover Dam. The trip is scheduled for May 31 -June 2, 2002. He stated that Tour Councilmembers Stanford and Rocha will be attending. 04/22/02 PAGE FOUR He invited all to the APPA Annual Conference in Dallas, TX, June 10=12, 2002. It was consensus of Councilmember to recess to Closed to discuss the following: CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Gov CodeSec. 54956.8) Property: San Juan Plant Negotiator: Bob Tang, Assistant Director of Resource Management Negotiating Parties: City of Azusa, Azusa Light 8. Wates, and Los Alamos County, NM Under Negotiations: Price and Terms of Payment Recess: 8:12 p.m. Reconvened: 8:35 p.m. Geaneral Counsel Ferre advised that there was no reportable action taken in Closed Session. It was consensus of Counciimembers to adjourn. TIME OF ADJOURNMENT: 8:36 P.M. SECRETARY NEM RESOLUTION NO. 02-C48. 04/22/02 PAGE FIVE APPA Annual Conference Closed Session Recess Reconvened No Rpts Adjourn �- R AZUSA LIGHT t WATER CONSENT CALENDAR TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES Via/ DATE: MAY 28, 2002 SUBJECT: REPLACEMENT OF ZIEMAN TRAILER - WATER DIVISION RECOMMENDATION It is recommended that the Utility Board/City Council approve the purchase of a 2002 Zieman Trailer from D3 Equipment Company, in the amount of $11,354.34. BACKGROUND The Water Division strives to replace its equipment as needed. The trailer to be replaced is a 1979 Zieman trailer which was acquired through the purchase of Azusa Valley Water Company. This trailer, which is used for transporting the Division's Backhoe is in constant need of repairs. The Division has solicited quotations with the following results: D3 Equipment Company $11,354.34 South Coast Bobcat $11,886.93 Sheperd CAT $12,133.74 FISCAL IMPACT Fiscal impact to the Department is $11,354.34. Sufficient funds for this purchase are available in the Water Division's operations budget. Prepared by: Phyllis Bradley Administrative Services Supervisor I� c AZUSA LIGHT 6 WATER CONSENT CALENDAR TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES 11s/ DATE: May 28, 2002 1� SUBJECT: INCREASE TO THE BUDGET FOR CONSTRUCTION INSPECTION SERVICES FOR PROJECT W-170 RECOMMENDATION It is recommended that the Utility Board/City Council approve of a budget increase to Wren R Associates to provide funding for project construction inspection services required for Project W-170. BACKGROUND In February, construction activities commenced on Water Division main replacement project W-170. Shortly into the project, the City employee performing the inspection of the project concluded that he did not have the time to do both the inspection for the project and carry out his normal duties. To allow the City employee to pursue his normal duties, Wren & Associates was employed under a consultant contract to perform the inspection on the referenced project. It had been anticipated that the Contractor would complete the project by the end of May. It now appears that the pipeline Contractor may use the full time allotted under the contract to complete the project in August. Therefore, additional funding will be required to allow Wren &Associates to continue their inspection to the completion of the project. FISCAL IMPACT $18,000 to be paid from the CIP budget for project W-170. Prepared by: Chet F. Anderson, P.E., Assistant Director- Water Operations TO: FROM: DATE: SUBJECT: CONSENT CALENDAR HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL JOSEPH F. HSU, DIRECTOR OF UTILITIES MAY 28, 2002 Vf BID AWARD: CITY WIDE HVAC REPLACEMENTS PROJECT RECOMMENDATION It is recommended that the Utility Board/City Council award ALP Heating and Air Conditioning the City Wide HVAC Replacement Project in the amount of $158,700. BACKGROUND On May 21, 2002, the City Clerk's Office received the following three bids on City Wide HVAC Replacement Project: 1. ALP Heating and Air Conditioning 2. Air -Ex Air Conditioning 3. Los Angeles Air Conditioning, Inc. $158,700 $167,913 $189,800 This project will replace 25 existing HVAC units at City Hall, Senior Center, and City Corporate Yard. FISCAL IMPACT This project will be paid for out of budgeted public benefits funds. Prepared by: Cary Kalscheuer, Assistant to the Director of Utilities II: E AZUSA LIGHT t WATER CONSENT CALENDAR TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES�p/ DATE: MAY 28, 2002 v SUBJECT: APPROVAL OF SPECIFICATIONS FOR PURCHASE OF GREEN BARRELS TO BE DISTRIBUTED TO RESIDENTS FOR GREEN WASTE COLLECTION. RECOMMENDATION It is recommended that the Utility Board/City Council approve the specifications for the purchase of 6,400 green barrels and the distribution thereof to residents and authorize the City Clerk to advertise for bids. BACKGROUND In March the Utility Board directed staff to begin the process of purchasing 32-gailon green barrels for residents. We estimate that there are about 5,850 residential units that currently use barrels to dispose of separated "landscape debris." And while we may refine this number in the coming weeks, we feel that asking for bids for 6,400 green barrels, which includes a 5% contingency, is adequate at this time, and will cover those that move into Mountain Cove in the coming year. The attached specifications seek bids on a dark green durable barrel that will have a warranty of at least 5 years. The specifications request pricing on barrels, including a permanent message/graphic affixed to each barrel, lids, and distribution of barrels to residents. We intend to develop some sample messages/graphic to affix to the barrels for the Utility Board's consideration at it June meeting. FISCAL IMPACT Estimated cost 6,400 barrels is about $160,000, including delivery charges. Payment would be made from the AB 939 fee fund. Prepared by: Cary Kalscheuer, Assistant to the Director of Utilities NOTICE INVITING BIDS PUBLIC NOTICE IS HEREBY GIVEN that the City Council of the City of Azusa, County of Los Angeles, State of California, will receive, at the office of the City Clerk, City Hall, 213 East Foothill Blvd., Azusa, California, up to the hour of 10:00 a.m. Tuesday, June 18, 2002, sealed bids for the following: SIXTY-FOUR HUNDRED 32 -GALLON WASTE CONTAINERS AND DISTRIBUTION THEREOF TO RESIDENTS Specifications and proposal forms may be obtained at the Light and Water Department, 729 N. Azusa Avenue (second floor), Azusa, California 91702. No bid shall be considered unless it is made on a proposal form provided for that purpose, sealed and filed with the City Clerk, on or before the time specified for receiving bids. Each bid must be accompanied by a Bidder's Bond, cash or certified check or cashiers check, made payable to the City of Azusa for an amount equal to at least ten percent (10%) of the amount bid, such guarantee can be forfeited should the bidder to whom the purchase order is awarded fail to provide said equipment within the specified time on the bid form. Bids will be publicly opened and declared in the office of the City Clerk of the City of Azusa on Tuesday, June 18, 2002, at 10:00 a.m. Action will be taken on these bids at the regular meeting of the Azusa Utility Board on Monday, June 24, 2002 at 6:30 p.m. The city reserves the right to reject any and all bids or parts thereof, and to waive any informality in such bids. VERA MENDOZA CITY CLERK Publish: Azusa Herald on June 7, 2002 wo3WC Y1haeC Odm My mg Bmhwlom CITY OF AZUSA ' LIGHT & WATER DEPARTMENT BID FORM BIDDER'S PROPOSAL TO FURNISH Sixty -Four Hundred 32 -Gallon Waste Containers, including Distribution of Containers to Residents (Per attached City of Azusa specifications dated May 28, 2002) TO THE HONORABLE CITY COUNCIL City of Azusa, California The undersigned bidder agrees to provide the City of Azusa with waste containers in accordance with the attached specifications, which include the bidder's unit pricing, at the following price, including sales tax and delivery charges: Dollars Cents (Figures) (Written Amount including sales tax) Delivery (Company) (By) (Title) (Phone) (Street Address) (City) (State) (Zip) (If Corporation, seal must be affixed below): WordCmy\SW a&Cfty of Azure Bid F r W.10.02 32 Gallon Waste Container Specifications May 28, 2002 General These specifications set forth requirements for the 32 -Gallon Waste Containers, including unattached lid, the City of Azusa intends to purchase and have distributed to residents. The waste containers are to be used by residents for disposal of yard waste and bidders must be capable of providing a permanent message on the side of each container. The 32 -gallon waste containers will be used in a manual residential waste collection system in which the cans are lifted, dumped, and impacted on collection vehicles. All bidders must be capable of providing containers and distributing them direct to approximately 6,000 residential units. Containers and components shall carry a complete 5 - year warranty. Waste Container Specifications The new 32 -gallon containers are to meet the following specifications: Container Construction & Design: Polyethylene construction with molded box tubing around container top for durability and impact resistance. Fluted inset wall design to facilitate easier bag removal. Finger grip recess on the container bottom for easier handling. Large handle grips to allow use with a gloved hand. Containers and lids shall be stackable. Construction & Design: Flat lid polyethylene construction. Lid must be able to snap onto container for snug, secure fit. Container & Lid Color: All pieces must be the same neutral color. A dark green flat color is preferred. An optional bid on a "granite" or stone color finish is welcome. Bidder shall be able to supply replacement containers in quantities of 100 units. Container Volume: Approximately 32 U.S. gallons Process & Material: Body & Lid: Rotationally molded linear low-density polyethylene with recycled content. Resin must include UV inhibitors. All additives shall be hot melt compounded into the polyethylene. Warranty: Container and components shall carry a complete 5 -year warranty. Permanent Message/ Container shall include a permanent message/ Graphic: graphic in white, as specified by the City of Azusa at later date. Bidder shall provide prices on color message as options for consideration by the City. Distribution & Bidder shall deliver containers to approximately Delivery 6,000 residential units within 120 days after the date of the purchase order. (An address listing of residents will be provided to the bidder by the City of Azusa by the purchase order issuance date.) Bidders are required to provide following per unit pricing and attach to the Bid Form. Unit pricing shall be effective for total purchases of at least sixty-one hundred (6,100) units: Cost Components/Services Per Unit Container Lids Permanent Message/Graphic (single color) Sales Tax Delivery Total Per Unit Price Optional Permanent Message/Graphic Colors 2 -color 3 -color 4 -Color Total for 6.400 Units: !� 19 Kill AGENDA ITEM TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIE- DATE: May 28, 2002 X SUBJECT: DECLARE PROPERTY SURPLUS AND OFFER TO SALE PURSUANT TO CALIFORNIA GOVERNMENT CODE RECOMMENDATION It is recommended that the Utility Board/City Council declare the property at the east end of Grandview Drive in Azusa surplus by resolution and authorize staff to proceed with disposition of said property in accordance with California Government Code commencing with Section 54220 of Article 8, Division 2, Title 5. BACKGROUND The subject property had a water well which had been removed and discontinued from service many years ago. The property has been vacant without any practical use by the City. It actually has had many nuisances such as broken fence, illegal dumping, and weed abatement. A parcel map is attached for your reference. There is an interest from a private party wanting to acquire said property. However, in accordance with California Government Code, public property for disposal has to be declared surplus by a resolution, then it has to be offered to public or non-profit agencies within certain time limits. When and only after offer to public and non-profit agencies has expired, the property can be advertised for sale to private parties. FISCAL IMPACT Sale of the subject surplus property will generate one-time revenue, and also eliminate future maintenance cost and potential liability exposure. Prepared by: Joe Hsu r fi RESOLUTION NO. A RESOLUTION OF THE AZUSA UTILITY BOARD/CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, AUTHORIZING THE DISPOSAL OF SURPLUS LAND LOCATED AT GRANDVIEW DRIVE AND IN THE CITY OF AZUSA. WHEREAS, Article 8, Division 2, Title 5 of the California Government Code, commencing with Section 54220, authorizes the City to dispose of surplus land by offering to sell or lease such land to certain public entities or associations for the purposes of developing low and moderate income housing or for park, recreation or open space purposes or enterprise zone or program area purposes; and WHEREAS, the City owns certain land located at the east end of Grandview Drive in the City of Azusa, and more particularly described in the legal description attached hereto and incorporated by reference; and WHEREAS, the City has determined that the land is not longer necessary for the City's use, NOW, THEREFORE, THE UTILITY BOARD/CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS: Section 1. The City shall offer the surplus land for sale or lease pursuant to the surplus land provisions of Article 8, Division 2, Title 5 of the California Government Code, commencing with Section 54220; and Section 2. The City Clerk shall certify the adoption of this resolution. PASSED, APPROVED AND ADOPTED this 28th day of May, 2002. Cristina C. Madrid, Mayor ATTEST: Vera Mendoza, City Clerk 47 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF AZUSA I, Vera Mendoza, City Clerk of the City of Azusa, do hereby certify that the foregoing Resolution No. was duly introduced and adopted at a regular meeting of the Azusa Light & Water Utility Board on the 28" day of May, 2002, by the following vote, to wit: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Vera Mendoza, City Clerk .0 RUNT J w M oz m w Q J W C7 z z Q Q (n PARAMOUNT AVE of sa 1 — 00 0 z DI: w J w u _ Q LY Q GRANDVIEW DR ROLAND J z P �O o �� RUSSELL O PSG City of Azuso MB 8614-015-900 C 1 TY OF A Z U S A LIGHT AND WATER DEPARTMENT LEGAL DESCRIPTION: WELL NO. 3 SITE COM AT SW COR OF LOT 1 TH E 47.8 FT TH ABANDONED WELL STE AT N 59.55' E 123.97 FT TH N 379.56 FT ,TH W EAST END OF GRANDVIEW DRIVE 75 FT TH S TO A PT N 30 FT AND E 47.8 FT : nb AS AND N 59.55 E 37.24 FT FROM BEG TH S DRAW" 05 D - 20-1 DATE: — — 2002 SCALE: AS SHOWN r RESOLUTION NO. t A RESOLUTION OF THE AZUSA UTILITY BOARD/CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, AUTHORIZING THE DISPOSAL OF SURPLUS LAND LOCATED AT GRANDVIEW DRIVE AND IN THE CITY OF AZUSA. WHEREAS, Article 8, Division 2, Title 5 of the California Government Code, commencing with Section 54220, authorizes the City to dispose of surplus land by offering to sell or lease such land to certain public entities or associations for the purposes of developing low and moderate income housing or for park, recreation or open space purposes or enterprise zone or program area purposes; and WHEREAS, the City owns certain land located at the east end of Grandview Drive in the City of Azusa, and more particularly described in the legal description attached hereto and incorporated by reference; and WHEREAS, the City has determined that the land is not longer necessary for the City's use, NOW, THEREFORE, THE UTILITY BOARD/CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS: Section 1. The City shall offer the surplus land for sale or lease pursuant to the surplus land provisions of Article 8, Division 2, Title 5 of the California Government Code, commencing with Section 54220; and Section 2. The City Clerk shall certify the adoption of this resolution. PASSED, APPROVED AND ADOPTED this 28th day of May, 2002. Cristina C. Madrid, Mayor ATTEST: Vera Mendoza, City Clerk STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF AZUSA ) I, Vera Mendoza, City Clerk of the City of Azusa, do hereby certify that the foregoing Resolution No. was duly introduced and adopted at a regular meeting of the Azusa Light & Water Utility Board on the 28' day of May, 2002, by -the following vote, to wit: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Vera Mendoza, City Clerk AGENDA ITEM TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES DATE: May 28, 2002 SUBJECT: RESOLUTION AMENDING EXISTING WATER RATE SCHEDULE APPLICABLE TO DOMESTIC METER INSTALLATION CHARGE RECOMMENDATION It is recommended that the Utility Board/City Council adopt attached resolution, in accordance with provisions of Section 13.08.020 of the Azusa Municipal Code, to approve an amended Water Rate Schedule (Exhibit A) applicable to Domestic Meter Installation Charge. BACKGROUND The Water Rate Schedule as it relates to an estimate of charges for Domestic Meter Installation was established in 1990 and no longer adequately reflects current material, equipment and labor expenses (Exhibit B). This amendment will enable the Utility staff to estimate each project with a greater degree of accuracy. The estimate of charges will be collected as a deposit prior to commencement of installation. FISCAL IMPACT There is no fiscal impact to the Department. The purpose of this amendment is only to more accurately estimate the charges associated with the installation, which will provide for a more realistic deposit prior to construction. Prepared by: Phyllis Bradley Administrative Services Supervisor w RESOLUTION NO. A RESOLUTION OF THE AZUSA UTILITY BOARD/CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, AMENDING THE WATER RATE SCHEDULE APPLICABLE TO DOMESTIC METER INSTALLATION CHARGES WHEREAS, pursuant to Sections 13.08.020 of the Azusa Municipal Code, the City Council may from time to time establish and amend its Schedule of Charges and Rules and Regulations concerning utility services provided by its Light & Water Department; and WHEREAS, the Water Rate Schedule applicable to Domestic Meter Installation charge has not been revised since 1990; and WHEREAS, the amendment of the this Schedule of charges and Rules and Regulations will bring the Azusa Light and Water Department current with industry standards and improve and clarify the language used for the customers' better understanding: NOW, THEREFORE, THE UTILITY BOARD/CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS: Section 1: Adoption of Amendment. The Utility Board/City Council hereby adopts the amendment to the Schedule of Charges and Rules and Regulations set forth in Exhibit "A" which is attached to this Resolution and made a part hereof. Section 2. Effective Date: The amendment to the Charges and Rules and Regulations shall become effective on June 1, 2002. PASSED, APPROVED AND ADOPTED this 28'h day of May, 2002. Cristina C. Madrid, Mayor ATTEST: Vera Mendoza, City Clerk STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF AZUSA ) I, Vera Mendoza, City Clerk of the City of Azusa, do hereby certify that the foregoing Resolution No. was duly introduced and adopted at a regular meeting of the Utility Board/City Council on the 28' day of May, 2002 by the following vote, to wit: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Vera Mendoza, City Clerk EXHIBIT A Water Rate Schedule (continued) (13) FIRE HYDRANT INSTALLATION CHARGE (14) Estimated fire hydrant installation charge for installing fire hydrants will include labor, materials, equipment and overhead. In the event the estimated charge is more than the actual cost of installation, the applicant will receive a refund. If th deposit is less that the actual installation cost, the applicant will be billed for additional charges. Materials/Labor 12" Main or less Total Deposit $5,000 DOMESTIC METER INSTALLATION CHARGE Charges for the installation of meters include labor, equipment, materials and overhead. An estimate of installation charges will be determined by the Utility and a deposit in that amount will be required prior to commencement of installation. In the event the estimated charge is more that the actual cost of installation, the applicant will receive a refund. Should the deposit be less than the actual installation cost, the applicant will be billed for the additional charges. ISSUED BY: Joseph F. Hsu Effective Resolution No. Director of Utilities M Dated Water Rate Schedule (continued) (13) (14) EXHIBIT B FIRE HYDRANT INSTALLATION CHARGE Estimated fire hydrant installation charge for installing fire hydrants will include labor, overhead, materials and equipment. In the event the estimated charge is more than the actual cost of installation, the applicant will receive a refund. If the deposit is less than the actual installation cost, the applicant will be billed for additional charges. MaterialsfUbor 12" Main or less Total Deposit PI'1 DOMESTIC METER INSTALLATION CHARGE Charges for installation of meters include labor, equipment and materials. In the event an estimated cost coverage is exceeded, the applicant will be refunded the difference. In the event the estimated charge is more than the actual cost of installation, the applicant will receive a refund. If the deposit is less than the actual installation cost, the applicant will be billed for additional charges. ISSUED BY: Joseph F. Hsu Director of Utilities Meter Size Total Deposit 3/4" or 1" $2,100 2" $2,500 3" $5,600 4" $6,100 6" $7,700 Effective 10/01/01, Items I & 2 Resolution No. 01-C105 Dated 09/24/01 11/01/01. Items 3 & 4 " 11/01/01 Resolution No. 01-C120 Dated 10/22/01 AGENDAITEM TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES DATE: MAY 28, 2002 SUBJECT: APPROVAL OF EEI AGREEMENTS WITH DUKE ENERGY, AMERICAN ELECTRIC POWER AND IDACORP RECOMMENDATION It is recommended that the Utility Board/City Council approve the EEI agreements with Duke Energy, American Electric Power and IdaCorp to enable the city to conduct business with these entities in the purchase and sale of electricity in the future. BACKGROUND Due to the recent turmoil in the electricity market in California and the demise of Enron, many market participants in California have been financially shaken including credit rating downgrades by the financial rating agency. In light of these events, the staff initiated a comprehensive review and negotiations of many bilateral enabling agreements between the city and third parties for the purchase and sale of electricity. The goal of this effort is to ascertain the creditworthiness of third parties in conducting purchase and sale transactions. 4...• The attached agreements are the first set of parties that have passed the tighter financial scrutiny. The companies are Duke Energy, American Electric Power, and IdaCorp. All three companies are highly rated in terms of financial strength by the rating agencies and have shown willing to accept the tighter financial scrutiny the staff imposed. FISCAL IMPACT The agreements do not require the city to buy or sell any quantity of electricity at this time. The cost associated with future purchases of electricity from these companies will be included in the annual power resource budgeting process. Prepared by: Bob Tang, Assistant Director - Resource Management Niaster — 4/02 COVER SHEET This Master Power Purchase and Sale Agreement ("Master Agreement" ) is made as of the following date: ("Effective Date"). The Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Section 2.3 hereto) shall be referred to as the "Agreement." The Parties to this Master Agreement are the following: Name: City of Azusa, California ("Party A") All Notices: Street: 213 E. Foothill Blvd. City: Azusa, CA Zip: 91702 Attn: Bob Tang Manager of Integrated Resource Planning Phone: (626) 812-5214 Far -simile: (626) 334-3163 Duns: Federal Tax ID Number: Invoices: Attn: Phone: _ Facsimile: Scheduling: Attn: Phone: Facsimile: Payments: Attn: Phone: _ Facsimile: Wire Transfer: BNK: _ ABA: _ ACCT: Credit and Collections: Attn: Phone: Facsimile: Doc#127240. v1 Date: 05202002 &20 PM Name: American Electric Power Service Corporation as agent for Ohio Power Company or Columbus Southern Power Company ("Party B") All Notices: Street: 155 West Nationwide Blvd. City: Columbus, OH Zip: 43215 Attn: Contract Administration Phone: (614) 583-6110 Facsimile: (614) 583-1606 Duns: 006979876 Federal Tax ID Number: 13-4922641 Invoices: Manager Attn: Supervisor - Power Settlements Phone: (614) 583-6223 Facsimile: (614) 583-1608 Scheduling: Attn: Scheduling Coordinator Phone: (614) 583-7213 Facsimile: (614) 583-1608 Payments: Manager Attn: Supervisor - Power Settlements Phone: (614) 583-6223 Facsimile: (614) 583-1608 Wire Transfer: BNK: As Per Invoice ABA: As Per Invoice ACCT: As Per Invoice Credit and Collections: Attn: Credit Risk Department Phone: (614) 583-6726 Facsimile: (614) 583-1604 With additional Notices of an Event of Default or Potential Event of Default to: Attn: Phone: Facsimile: With additional Notices of an Event of Default or Potential Event of Default to: Attn: Director - Credit Risk Department Phone: (614) 583-6726 Facsimile: (614) 583-1604 The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions: Parry A Tariff. Tariff Dated Docket Number Party B Tariff(s). Tariff: FERC Electric Tariff Original Volume No. 5, Effective October 10, 1997 in Docket Number ER 97-4143-000. Tariff: FERC Electric Tariff Original Volume No. 8, Effective January 8, 1998 in Docket Number ER 98-542-000. Article Two _ Transaction Terms and Conditions x:Optional provision in Section 2.4. If not checked, inapplicable. Article Four Remedies for Failure x: Accelerated Payment of Damages. If not checked, inapplicable. to Deliver or Receive Article Five 5.1(g) Cross Default for Party A: Events of Default; Remedies x: Party A: D: Other Entity: 5.1(g) Cross Default for Party B: X: Party B: D: Other Entity: 5.6 Closeout Setoff Cross Default Amount $1,000,000 Cross Default Amount $ Cross Default Amount $50,000,000 Cross Default Amount $ x: Option A (Applicable if no other selection is made.) 0: Option B C: Option C (No Setoff) Article 8 Credit and Collateral Requirements 8.1 Party A Credit Protection: (a) Financial Information: x: Option A 0: Option B Specify: 0: Option C Specify: 2 Doc#127240.0 Date:0512a,2002 &20 PM 8.2 Party B Credit Protection: (a) Financial Information: x: Option A D: Option 8 Specify: 0: Option C Specify: 8.1 Party A Credit Protection (cont.): (b) Credit Assurances: o: Not Applicable X: Applicable (c) Collateral Threshold: 0: Not Applicable x: Applicable If applicable, complete the following: Party B Collateral Threshold: $ 25,000,000; provided, however, that Party B's Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party B has occurred and is continuing. Party B Independent Amount: $ Party B Rounding Amount: $250,000 (d) Downgrade Event: x: Not Applicable D: Applicable If applicable, complete the following: D: It shall be a Downgrade Event for Party B if Party B's Credit Rating falls below from S&P or from Moody's or if Party B is not rated by either S&P or Moody's D: Other: Specify: (e) Guarantor for Parry B: Guarantee Amount: $ Article 10 Confidentiality 8.2 Party B Credit Protection (cont.): (b) Credit Assurances: -: Not Applicable x: Applicable (c) Collateral Threshold: D : Not Applicable x: Applicable If applicable, complete the following: Party A Collateral Threshold: $5,000,000; provided, however, that Party A's Collateral Threshold shall be zero if an Event of Default or Potential Event of . Default with respect to Party A has occurred -and is continuing. Party A Independent Amount: $ Party A Rounding Amount: $250,000 (d) Downgrade Event: D: Not Applicable x: Applicable If applicable, complete the following: D: It shall be a Downgrade Event for Party A if Party A's Credit Rating falls below from S&P or from Moody's or if Party A is not rated by either S&P or Moody's x: Other: Specify: City of Azusa, California no longer has the ability to set or raise user rates sufficient to satisfy its operating or debt obligations within its Enterprise Funds. (e) Guarantor for Party A: Guarantee Amount: $ x: Confidentiality Applicable D: If not checked, inapplicable. Schedule M x: Party A is a Governmental Entity or Public Power System D: Party B is a Governmental Entity or Public Power System x: Add Section 3.6. If not checked, inapplicable D: Add Section 8.4. If not checked, inapplicable K Doc #127240.0 Date: 0520/2002 520 PM x: Other Changes: Specify, if any: 1. Article One, Definitions shall be amended by adding the following definitions a) AEPSC: "AEPSC" means American Electric Power Service Corporation, which will act as agent on behalf of Ohio Power Company or Columbus Southern Power Company, or any combination thereof, in administering the Tariff. b) "Enterpise Funds" means with respect to City of Azusa, California, Enterprise Funds are used to account for other costs (including depreciation) of providing water, electric and sewer/wastewater services to the general public and to account for the user charges by which these costs are recovered. c) Section 1.27 shall be amended by adding the phrase "from a bank and" after the phrase "A3 from Moody's," d) Section 1.50 is amended by deleting and substituting the phrase "Section 2.4" with the phrase "Section 2.5." e) Section 1.51 is amended to add the phrase "for delivery" immediately before the phrase "at the Delivery Point" in the second line. f) Section 1.53 is amended to (i) delete the phrase "at the Delivery Point" from the second line, and (ii) insert after the phrase "commercially reasonable manner" in the sixth line, the following phrase "; provided, however if the Seller is unable after using commercially reasonable efforts to resell all or a portion of the Product not received by Buyer, the Sales Price with respect to such unsold portion Product shall be deemed equal to zero (0), unless Seller receives payment from CAISO for such unsold portion of the Product." 2. Section 2.2 is amended by added the following as a separate second paragraph of Section 2.2. "Party A and Party B confine that this Agreement shall supersede and replace all prior agreements between the party hereto with respect to the subject matter hereof, including the Power Purchase Agreement dated , The Supplemental Letter Agreement to Letters of Confirmation dated the Power Sales Tariff -Market Rates and Service Agreement dated , and those entered into under the Western System Power Pool Agreement. Party A and Party B further agree that all Transactions shall be governed by this Agreement, and are part of the single integrated agreement between the Parties consistent with the first paragraph of this Section 2.2" 3. Section 2.3 shall be amended by changing all references to "two (2) Business Days" to "five (5) Business Days." 4. Section 5.3, Net Out of Settlement Amounts, shall be construed to encompass all physical power Transactions between the parties under this or any other agreement and all such amounts shall be netted out to a single liquidated amount. 5. Section 6.4, Netting of Payments, shall be construed to encompass all physical power Transactions between the parties under this or any other agreement where the debts and payment obligations are due and owing to each other on the same date. 6. Section 7.1, Limitation of Remedies, Liabilities and Damages, shall be amended by deleting from the fifth sentence the phrase "UNLESS EXPRESSLY HEREIN PROVIDED." 7. Secftion 8.1(b), Credit Assurances, shall be amended by inserting after the word "unsatisfactory" the following: "because Party B's Credit Rating falls either below BBB- from S&P or below Baa3 from. Moodys" 8. Section 10.12, Calculation of Termination Payment, shall be added to article Ten as follows: "For the purposes of calculating a Termination Payment pursuant to Articles 5 and 8, the Parties may include Settlement Amounts for any and all other Transactions for the physical purchase and 4 DOCk127240.v1 Date: 0520/1002 5.•20 PM sale of power, including Options, whether or not such other Transactions are governed by this Master Agreement." 11, , 9. Section 10. 13, Index Transactions, shall be added to Article Ten as follows: 10.13 Index Transactions. If the Contract Price for a Transaction is determined by reference to a third -party information source, then the following provisions shall be applicable to such Transaction. a) Market Disruption. If a Market Disruption Event occurs during a Determination Period, the Floating Price for the affected Trading Day(s) shall be determined by reference to the Floating Price specified in the Transaction for the first Trading Day thereafter on which no Market Disruption Event exists; provided, however, if the Floating Price is not so determined within three (3) Business Days after the first Trading Day on which the Market Disruption Event occurred or existed, then the Parties shall negotiate in good faith to agree on a Floating Price (or a method for determining a Floating Price), and if the Parties have not so agreed on or before the twelfth Business Day following the first Trading Day on which the Market Disruption Event occurred or existed, then the Floating Price shall be determined in good faith by taking the average of two dealer quotes obtained from dealers of the highest credit standing which satisfy all the criteria that the Seller applies generally at the time in deciding to offer or to make an extension of credit. "Determination Period" means each calendar month a part or all of which is within the Delivery Period of a Transaction. "Exchange" means, in respect of a Transaction, the exchange or principal trading market specified in the relevant Transaction. "Floating Price" means a Contract Price specified in a Transaction that is based upon a Price Source. "Market Disruption Event" means, with respect to any Price Source, any of the following events: (a) the failure of the Price Source to announce or publish the specked Floating Price or information necessary for determining the Floating Price; (b) the failure of trading to commence or the permanent discontinuation or material suspension of trading in the relevant options contract or commodity on the Exchange or in the market specked for determining a Floating Price; (c) the temporary or permanent discontinuance or unavailability of the Price Source; (d) the temporary or permanent closing of any exchange specified for determining a Floating Price; or (e) a material change in the formula for or the method of determining the Floating Price. "Price Source" means, in respect of a Transaction, the publication (or such other origin of reference, including an Exchange) containing (or reporting) the specified price (or prices from which the specified price is calculated) specified in the relevant Transaction. "Trading Da v" means a day in respect of which the relevant Price Source published the Floating Price. b) Corrections to Published Prices. For purposes of determining a Floating Price for any day, if the price published or announced on a given day and used or to be used to determine a relevant price is subsequently corrected and the correction is published or announced by the person responsible for that publication or announcement within two (2) years of the original publication or announcement, either Party may notify the other Party of (i) that correction and (ii) the amount (if any) that is payable as a result of that correction. If, not later than thirty (30) days after publication or announcement of that correction, a Party gives notice that an amount is so payable, the Party that originally either received or retained such Doc #127240.v1 Date: 052(/2002 5:20 PM amount will, not later than three (3) Business Days after the effectiveness of that notice, pay, subject to any applicable conditions precedent, to the other Party that amount, together with interest at the Interest Rate for the period from and including the day on which payment originally was (or was not) made to but excluding the day of payment of the refund or payment resulting from that correction. c) Calculation of Floating Price. For the purposes of the calculation of a Floating Price, all numbers shall be rounded to three (3) decimal places. If the fourth (4th) decimal number is five (5) or greater, then the third (3rd) decimal number shall be increased by one (1), and if the fourth (4th) decimal number is less than five (5), then the third (3rd) decimal number shall remain unchanged. 10. Section 10.14, Fixed Rates, shall be added to Article Ten as follows: All rates or other terms and conditions for Service as specified in this agreement shall remain in effect for the tens of this Agreement and shall not be subject to change through application to FERC pursuant to the provisions of Section 205 or 206 of the Federal Power Act If FERC, on its on initiative or through petition by third parties pursuant to the provisions of Section 205 or 206 of the Federal Power Act, requires the Parties to change or modify the terms and conditions in this Agreement, the Parties shall review and make changes to the terms and conditions of this Agreement to the extent expressly required by such action of FERC; provided that the Party that is attempting to enforce the foregoing provision of this sentence shall have the burden of showing that such Party has neither proposed nor supported such petition, either directly or indirectly. In any event, such changes or modifications shall be prospective in nature and shall not affect the pricing provisions or other terms and conditions of any Transactions entered into by the Parties prior to the effective date of such FERC action. 11. The following definitions are hereby added to Schedule P: (1) "CAISO Energy" means with respect to a Transaction, a Product under which the Seller shall sell and the Buyer shall purchase a quantity of energy equal to the hourly quantity without Ancillary Services (as defined in the Tariff) that is or will be scheduled as a schedule coordinator to schedule coordinator transaction pursuant to the applicable tariff and protocol provisions of the California Independent System Operator ("CAISO") (as amended from time to time, the "Tariff") for which the only excuse for failure to deliver or receive is an "Uncontrollable Force" (as defined in the Tariff). (2) "if the Parties agree to a service level defined by a different agreement (i.e., the WSPP agreement, the ERCOT agreement, etc.) for a particular Transaction, then, unless the Parties expressly state and agree that all the terms and conditions of such other agreement will apply, such reference to a service levellproduct shall be as defined by such other agreement, including if applicable, the regional reliability requirements and guidelines as well as the excuses for performance, Force Majeure, Uncontrollable Forces, or other such excuses applicable to such other agreement, to the extent inconsistent with the terms of this Agreement, but all other terms and conditions of this Agreement remain applicable." IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed as of the date first above written. Party A Name EM Name: Title: 6 Doc#127240.vr Date: 052011002 5:20PM Party B: American Electric Power Service Corporation 10 Name: William C. Reed Title: Executive Vice President Addendum to the Master Power. Purchase and Sales Agreement (EEI) Between Duke Energy Trading and'Marketing, L.L.C. and City of Azusa, California dated May 01, 2002 The above -referenced Master Power Purchase and Sales Agreement (the "Agreement") between Duke Energy Trading and Marketing, L.L.C. ("DETM") and City of Azusa shall be revised as follows: Cover Sheet: The address information and related terms and conditions attached to this Addendum as Attachment "A" shall be incorporated into the Cover Sheet and the Agreement. Section 1.23: Delete the words "provided, however, that existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the first sentence hereof has occurred." Section 1.50: Delete the words "Section 2.4" and replace with "Section 2.5." 1.62: Add new section: "Collateral Interest Rate" will be a per annum rate of interest equal to the Federal Funds Rate. "Federal Funds Rate" means, for any day, an interest rate per annum equal to either (A) the rate published as the Overnight Federal Funds Effective Rate that appears on the Telerate Page 118 for such day (or, if such day is not a Business Day, for the preceding Business Day) or (B) if such rate is not so published for any day which is a Business Day, the Federal Funds Rate as published by the Federal Reserve Bank in H.15 (519). Section 2.1: Add the following as a second paragraph: The Parties may have entered into power purchases and sales prior to the execution of this Agreement ("Existing Transactions"), which are currently subject to an existing contract ('Existing Agreement') including, but not limited to, the WSPP Agreement, the MAPP Restated Service Agreement, or a bilateral agreement between the Parties. Effective as of the date of this Agreement, these Existing Transactions shall for all purposes be Transactions hereunder and shall be subject to all the terms of this Agreement, except that (1) all service level/product definitions; (2) the regional reliability requirements and guidelines; and (3) Force Majeure/Uncontrollable Force definitions shall have the meaning ascribed to them in the Existing Agreement in effect on the date the Transaction was entered into. EEI Addmdum dated 8.23.01 Section 4: Add the following as Section 4.3 to the Agreement: Suspension of Performance for Failure to Deliver/Receive. Notwithstanding, and in addition to the remedies provided pursuant to Sections 4.1 and 4.2, if Seller or Buyer fails to schedule and/or deliver/receive all or part of the Product pursuant to a transaction, and such failure is not excused under the terms of the Product or by the other Party's failure to perform, then upon one (2) Business Days prior notice, unless notice is tendered on a Thursday, then upon three (3) Business Days, and for so long as the non-performing Party fails to perform, the performing Party shall have the right to suspend its performance under any or all Transactions. Section 5.1: Add the following sentence: "For purposes of this Article 5.1 the term "Party" shall be read to include Party and its Guarantor." Section 5.1 (g), Subsection (i): Delete the words "event of default" and replace with the words "Event of Default." in the second and third lines. Section 5.1(g): Delete the words "or becoming capable at such time of being declared," after the word "becoming" and before the word "immediately" in the eighth and ninth lines. Section 5.1 (h) (ii) Delete the words "within three (3) Business Days after written notice" and replace with "pursuant to the terms of the Guaranty. " Section 5.1: Add anew Section 5.1(i) that reads "The default by a Party under any other agreement between the Parties including but not limited to any commodity or financial derivative agreement or transaction." Section 5.2: Add the phase, "or with respect to its Guarantor" after the first use of the phrase, "Defaulting Party" in the second line. Section 53: Add the phrase "plus, at the option of the Non -Defaulting Party, any cash or other form of liquid security then in the possession of the Defaulting Party or its agent pursuant to Article Eight," after the first use of the phrase "due to the Non -Defaulting Party" in the sixth line. Section 5.4: Add the following to the end of the paragraph: "Notwithstanding any provision to the contrary contained in this Agreement, the Non - Defaulting Party shall not be required to pay the Defaulting Party any amount under Article 5 until the Non -Defaulting Party receives confirmation satisfactory to it in its reasonable discretion that all other obligations of any kind whatsoever of the Defaulting Party to make any payments to the Non -Defaulting Party under this Agreement or otherwise which are due and payable as of the Early Termination Date have been fully and finally performed. Each Party hereby grants to the other Party a continuing security interest in all of its right, title and interest in, to and under any Commodity Contract, Forward Contract, and Swap Agreement, (each as defined in the United States EEI Addendum dated 8.23.01 2 Bankruptcy Code) between the Parties (collectively the "Financial Contracts"), together with all proceeds thereof (the "Collateral") in order to margin, guaranty, secure or settle the performance and payment of its obligations owing under each and every Financial Contract (the "Secured Obligations")." Section 5.7: Add "and Return of Performance Assurance" after the word "Performance" in the title and at the end of the paragraph add "Upon the occurrence of an event described in `(a)' or `(b)' above the Defaulting Party shall immediately return all Performance Assurances provided by the Non -Defaulting Party pursuant to this Agreement." Section 8.1(c) and 8.2(c) Add at the end of the second paragraph: "Notwithstanding anything herein to the contrary, for purposes of this provision, the calculation of Termination Payment shall exclude Costs." Section 8.1(c) Amend to add the following in line 14 after the ` ." and before "In": "In the event some or all of the Party B Performance Assurance is in the form of cash, upon the return by Party A of such cash, Party A shall include a payment to Party B of interest calculated at the Collateral Interest Rate for the period the cash was held by Party A excluding the date in which such cash is returned." Section 8.1(d): After the comma in line five, add "or fails to maintain such Performance Assurance or guaranty or other credit assurance for so long as the Downgrade Event is continuing." Section 8.2(c): Amend to add the following in line 14 after the "." and before "In": "In the event some or all of the Party A Performance Assurance is in the form of cash, upon the return by Party B of such cash, Party B shall include a payment to Party A of interest calculated at the Collateral Interest Rate for the period the cash was held by Party B excluding the date in which such cash is returned." Section 8.2(d): After the comma in line five, add "or fails to maintain such Performance Assurance or guaranty or other credit assurance for so long as the Downgrade Event is continuing." Section 10.5: Delete the words "which consent may be withheld in the exercise of its sole discretion" and replace with the words "which consent shall not be unreasonably withheld." Section 10.12: Add new section: Calculation of Termination Payment. For the purposes of calculating a Termination Payment pursuant to Article 5 and 8, the Parties may include Settlement Amounts for any and all other transactions between them for the physical purchase and sale of power, including options, whether or not such other transactions are governed by this Master Agreement. EEI Addendum dated 823.01 Section 10.13 Add new section: Arbitration and Legal Recourse. 10.13.1. Any unresolved controversy or claim arising out of or relating to this Agreement involving amounts less than $5,000,000 shall be settled by arbitration in accordance with the Rules of the American Arbitration Association to the extent not inconsistent with the rules specified herein. As to disputes that involve amounts of $5,000,000 or more, the Parties may choose to litigate or may resolve such disputes by the provisions of this Article. 10.13.2. Each Party shall choose one arbitrator within twenty (20) Business Days of either Party's written election to the other to arbitrate, and within ten (10) Business Days after both such arbitrators are chosen, such arbitrators -shall choose a third arbitrator who shall act as Chair. Any arbitrator chosen shall be a disinterested party with knowledge of the industry. 10.13.3. Any arbitration hereunder shall be conducted in Salt Lake City, UT. The choice of law shall be California law. 10.13.4. The arbitrators, once chosen, shall consider any Transaction tapes or any other evidence which the arbitrators deem necessary and shall then accept sealed written resolutions of the subject dispute from each Party on a confidential basis to be submitted within twenty (20) Business Days of establishment of the arbitration panel. The written submissions shall be in a form and subject to any limitations as may be prescribed by the arbitrators. The arbitrators shall then choose only one of the proposed solutions, (without modification) as the fairest solution to the dispute within ten (10) Business Days of receipt of the written submissions of both Parties. A majority vote shall govern and the decision of the arbitrators shall be final and binding. 10.13.5. Any expenses incurred in connection with hiring the arbitrators and performing the arbitration shall be shared and paid equally between the Parties. Each Party shall bear and pay its own expenses incurred by each in connection with the arbitration,. unless otherwise included in a solution chosen by the arbitration panel. In the event either Party must file a court action to enforce an arbitration award under this Article, the prevailing Party shall be entitled to recover its court costs and reasonable attorney fees. 10.13.6. The existence, contents or results of any arbitration hereunder may not be disclosed without the prior written consent of both Parties, except as may be required by law. Add new Section 10.14. Electronic Imaged Documents. Any document generated by the Parties with respect to this Agreement, including this Agreement, may be imaged and stored electronically ("Imaged Documents"). Imaged Documents may be introduced as evidence in any EEI Addend= dated 8.23.01 4 proceeding as if such were original business records and neither Party shall contest the admissibility of Imaged Documents as evidence in any proceeding. Add the following wording to Schedule P: Other Products and Service Levels: The Parties may agree to use a product/service level defined by a different agreement (i.e., the WSPP Agreement, the ERCOT agreement, etc.) for a particular Transaction. Unless the Parties expressly state and agree that all the terms and conditions of such other agreement will apply to any such Transaction, the Transaction shall be subject to all the terms of this Agreement, except that (1) all service level/product definitions; (2) the regional reliability requirements and guidelines; and (3) Force Majeure/Uncontrollable Force definitions shall have the meaning ascribed to them in the different agreement in effect on the date the Transaction was entered into. UNDERSTOOD AND AGREED: DUKE ENERGY TRADING AND MARKETING, L.L.C. By: _ Date: CITY OF AZUSA, CALIFORNIA By: _ Date: ATTACHMENT "A" All notices, invoices, payments, statements, Confirmations and communications made pursuant to this Agreement shall be made as follows: EEI Addendum dated 827.01 5 TAConuaeb\CountCMrty\City of AmsaTowcAlIE1 Addendum.doc Correspondence: If the deal is done with the Houston office: If the deal is done with the Salt Lake City office: Invoices: If the deal is done with the Houston office: If the deal is done with the Salt Lake City office: Power Scheduling: Salt Lake City: Houston: Payment: (By Check) Payment: (By Wire Transfer) Duke Energy Trading and Marketing, L.L.C. 5400 Westheimer Houston, Texas 77056 Attention: Contract Administration Phone: (713) 627-6177 FAX: (713) 627-6188 Duke Energy Trading and Marketing, L.L.C. 4 Triad Center, Suite 1000 Salt Lake City, UT 84180 Attention: Contract Administration Phone: (801) 531-4400 FAX: (801) 531-5490 Duke Energy Trading and Marketing, L.L.C. 5400 Westheimer Houston, Texas 77056 Attention: Power Accounting Phone: (713) 627-5400 Fax: (713) 989-0267 Duke Energy Trading and Marketing, L.L.C. 4 Triad Center, Suite 1000 Salt Lake City, UT 84180 Attention: Power Accounting Phone: (801) 531-4400 FAX: (801) 531-5473 Phone: (801) 531-5123 Fax: (801) 531-5111 Phone: (713) 989-0847 Fax: (713) 989-0491 Duke Energy Trading and Marketing, L.L.C. P. O. Box 201204 Houston, TX 77216-1204 Chase Manhattan Bank New York, NY For the Account of: Duke Energy Trading and Marketing, L.L.C. Account No. 910-2-771293 ABA No. 021000021 Confirmations sent to a DETM office contrary to these instructions shall not be deemed "received" for the purposes of Section 2.3 of the Agreement. MI Addendum dated 823.01 6 Master Power Purchase & Sale - Agreement EDISON ELECTRIC INSTITUTE Version 2.1 (modified 4/25/00) CCOPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE—PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED. MASTER POWER PURCHASE AND SALES AGREEMENT TABLE OF CONTENTS COVERSHEET...............................................................................................................................1 GENERAL TERMS AND CONDITIONS.....................................................................................6 ARTICLE ONE: GENERAL DEFINITIONS.........................................................................6 ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS......................................11 2.1 Transactions...........................................................................................................11 2.2 Governing Terms...................................................................................................11 2.3 Confirmation ..........................................................................................................11 2.4 Additional Confirmation Terms.............................................................................12 2.5 Recording...............................................................................................................12 ARTICLE THREE: OBLIGATIONS AND DELIVERIES.......................................................12 3.1 Seller's and Buyer's Obligations...........................................................................12 3.3 Force Majeure........................................................................................................13 ARTICLE FOUR: REMEDIES FOR FAILURE TO DELIVER/RECEIVE ............. 4.1 Seller Failure............................................................................................. 4.2 Buyer Failure ............................................................................................ ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES .......................................... 5.1 Events of Default........................................................................................ 5.2 Declaration of an Early Termination Date and Calculation of Settlement 6.3 Amounts................................................................:..................................... 5.3 Net Out of Settlement Amounts.................................................................. 5.4 Notice of Payment of Termination Payment .............................................. 5.5 Disputes With Respect to Termination Payment ........................................ 5.6 Closeout Setoffs.......................................................................................... 5.7 Suspension of Performance......................................................................... ARTICLE SIX: PAYMENT AND NETTING ...................................................... 6.1 Billing Period........................................................................................... 6.2 Timeliness of Payment............................................................................. 6.3 Disputes and Adjustments of Invoices ..................................................... 6.4 Netting of Payments................................................................................. 6.5 Payment Obligation Absent Netting........................................................ 6.6 Security .................................................................................................... 6.7 Payment for Options................................................................................ 6.8 Transaction Netting.................................................................................. .13 .13 .13 ...13 ...13 ARTICLE SEVEN: LIMITATIONS..........................................................................................18 7.1 Limitation of Remedies, Liability and Damages...................................................18 i version 2.1 (modified 4125/00) ®COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association TAContractsTounterpanyACity of Amsa\PowcAA=sa EEI CoversheeLdoc t'. ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS................................19 8.1 Party A Credit Protection.......................................................................................19 8.2 Party B Credit Protection.......................................................................................21 8.3 Grant of Security Interest/Remedies......................................................................22 ARTICLE NINE: GOVERNMENTAL CHARGES...............................................................23 9.1 Cooperation............................................................................................................23 9.2 Governmental Charges...................................:.......................................................23 ARTICLE TEN: MISCELLANEOUS....................................................................... 10.1 Term of Master Agreement......................................................................... 10.2 Representations and Warranties.................................................................. 10.3 Title and Risk of Loss................................................................................. 10.4 Indemnity .................................................................................................... 10.5 Assignment................................................................................................. 10.6 Governing Law........................................................................................... 10.7 Notices........................................................................................................ 10.8 General........................................................................................................ 10.9 Audit........................................................................................................... 10.10 Forward Contract........................................................................................ 10.11 Confidentiality ............................................................................................ SCHEDULE M: GOVERNMENTAL ENTITY OR PUBLIC POWER SYSTEMS.. SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS ................................. EXHIBIT A: CONFIRMATION LETTER................................................................ ii Version 2.1 (modified 4125100) OCOPYRIGHT 2000 by the Ediwn Electric hutitute and National Energy Marketers Association T.-TonvactsWomterparWity of Az \Power\ vm EEI Covembeet.doc ...23 R ...32 ....39 MASTER POWER PURCHASE AND SALE AGREEMENT COVER SHEET This Master Power Purchase and Sale Agreement ("Master Agreement") is made as of the following date: May 01. 2002 ("Effective Date"). The Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Section 2.3 hereto) shall be referred to as the "Agreement." The Parties to this Master Agreement are the following: Name: Duke Energy Trading and Marketing, L.L.C. ("DETM" or "Party A'� All Notices: Street: See Addendum City Zip: Atm: Contract Administration Phone: See Addendum Facsimile Duns: 94-743-6333 Federal Tax ID Number: 76-0508708 Invoices: Arm: See Addendum Facsimile: Scheduling: Attn: See Addendum Phone: Facsimile: Payments: Attn: Power Accountine Phone: (713)627-5400 Facsimile: (713) 989-0267 Wire Transfer: BNK: Chase Manhattan Bank New York ABA: 021000021 ACCT: 910-2-771293 Credit and Collections: Attn: Credit Department Phone: (713)627-5400 Facsimile: (713) 627-6187 With additional Notices of an Event of Default or Potential Event of Default to: Atm: )mal Department Phone: (713) 627-5400 Facsimile: (713) 627-6134 Name: (" City of Azusa, California " or "Party B") All Notices: Street: 729 North Azusa Avenue _City: Azusa Zip: 91702 Attn: Contract Administration Phone: Facsimile: Duns: Federal Tax 1D Number: Invoices: Attn: Phone: Facsimile: Scheduling: Attn: Phone: Facsimile: Payments: Attn: Phone: Facsimile: Wire Transfer: BNK: ABA: ACCT: Credit and Collections: Attn: Phone: Facsimile: With additional Notices of an Event of Default or Potential Event of Default to: Atm: Phone: Facsimile: Version 2.1 (modified 4/25/00) CCOPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association TAConnacrs\Co=terputy\City of Aw \Powc&kn EEI Coverahatdw The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions: Party A Tariff Tariff Market Base Dated October 2. 1996 Docket Number ER -96-2921-004 Party B Tariff Tariff Article Two Transaction Terms and Conditions Article Four Remedies for Failure to Deliver or Receive Dated Docket Number [ ] Optional provision in Section 2.4. If not checked, inapplicable. [x] Accelerated Payment of Damages. If not checked, inapplicable. Article Five [x] Cross Default for Party A: Events of Default; Remedies (x] Party A: Article 8 Credit and Collateral Requirements [] Other Entity: [x] Cross Default for Party B. [x] Party B: [J Other Entity: 5.6 Closeout Setoff Cross Default Amount $30,000,000 Cross Default Amount $ Cross Default Amount $7,000,000 Cross Default Amount $ [x] Option A (Applicable if no other selection is made.) [] Option B - Affiliates shall have the meaning set forth in the Agreement unless otherwise specified as follows: Q Option C (No Setoff) 8.1 Party A Credit Protection: (a) Financial Information: Q Option A [x] Option B Specify: [] Option C Specify. (b) Credit Assurances: [] Not Applicable [x] Applicable (c) Collateral Threshold: [] Not Applicable [x] Applicable 2 Version 2.1 (modified 425/00) OCGPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association TXontraetACounteryenylCity of A=sa\PoweAAaua EEI Covetsheetdoc Proposed section 8. I. ( c ) Party B Collateral Threshold: Shall be the amount set forth opposite the Total Fund Equity (as defined below) for Party B's Water and Light Enterprise Fund: Collateral Threshold Total Fund Equity (greater or equal to) $7,000,000 $95,000,000 $6,000,000 $85,000,000 $5,000,000 $75,000,000 $4,000,000 $65,000,000 $2,000,000 $60,000,000 $1,000,000 $55,000,000 Zero $55.000.000 or below provided, however, that Parry B's Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party B has occurred and is continuing. If applicable, complete the following: Party B Collateral Threshold: $7,000,000; provided, however, that Party B's Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party B has occurred and is continuing. Party B Independent Amount: $ Party B Rounding Amount: $100,000 (d) Downgrade Event: 0 Not Applicable [x] Applicable If applicable, complete the following: Q It shall be a Downgrade Event for Party B if Party B's Credit Rating falls below BBB- from S&P or Baa3 from Moody's or if Party B is not rated by either S&P or Moody's [x] Other. Specify: Proposed section 8.1. (d) Other: It shall be a Downgrade Event for Party B if at any time (a) the ration of Funded Debt to Total Fund Equity of the Water & Light Enterprise Fund of Party B exceeds 0.55 to 1.0 or (b) the Total Fund Equity of the Water & Light Enterprise Fund of Party B is less than Version 2.1 (modified 4/25/00) OCOPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association TACornrscts\Camtc%parWCity of Awsa\PoweMzusa EEI Coversheet.doc $55,000,000. "Funded Debt" means liabilities, debts and obligations of the subject party not coming due or maturing within one year. "Total Fund Equity" means total assets (exclusive of intangible assets, deferred tax benefits) minus total liabilities, each as would be reflected on a balance sheet of Party B prepared in accordance with Governmental Accounting Standards Board principles. (e) Guarantor for Party Guarantee 8.2 Party B Credit Protection: (a) Financial Information:. [] Option A [] Option B Specify: [x] Option C Specify: If requested by Party B, Parry A shall deliver within 120 days following the end of each fiscal year a copy of Parry A's audited consolidated financial statements for such fiscal year. In all cases, the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as Party A diligently pursues the preparation, certification and delivery of the statements. (b) Credit Assurances: [] Not Applicable [x] Applicable (c) Collateral Threshold: [] Not Applicable [x] Applicable If applicable, complete the following: Party A Collateral Threshold: $ 30,000,000; provided, however, that Party A's Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Parry A has occurred and is continuing. Party A Independent Amount: $ Parry A Rounding Amount: $100,000 Version 2.1 (modified 4!25/00) OCOPYRIGHT 2000 by the Edison Electric tnatitute and National Energy Marketers Association T:1ConvactstCounterpMyWity of Azusz\PowerVmisa EEI CovenheeLdoc (d) Downgrade Event: [] Not Applicable ] Applicable If applicable, complete the following: [] It shall be a Downgrade Event for Party A if Party A's Credit Rating falls below from S&P or from Moody's or if Parry A is not rated by either S&P or Moody's ] Other: It shall be a Downgrade Event for Party B if at any time (a) the ratio of Funded Debt to Total Fund Equity of the Water & Light Enterprise Fund of Party B exceeds 0.50 to LO or (b) the Total Fund Equity of the Water & Light Enterprise Fund of Party B is less than $80,000,000. "Funded Debt" means liabilities, debts and obligations of the subject party not coming due or maturing within one year. "Total Fund Equity" means total assets (exclusive of intangible assets, deferred tax benefits, and intercompany notes receivable) minus total liabilities, each as would be reflected on a balance sheet of Party B prepared in accordance with Governmental Accounting Standards Board principles. Article 10 Confidentiality [x] Confidentiality Applicable If not checked, inapplicable. Schedule M [J Party A is a Governmental Entity or Public Power System (J Party B is a Governmental Entity or Public Power System [] Add Section 3.6. If not checked, inapplicable [] Add Section 8.6. If not checked, inapplicable Other Chances x See Addendum Version 2.1 (modified 4125/00) OCOPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketer Association T:\Contm=\Cmmtetpetty\City of Azusa\Powet\Azusa EEI Covemheetdoc IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed as of the date first above written. Duke Energy Trading and Marketing, L.L.C. City of Azusa, California By: AT Name: Title: 0 Name: Title: DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute ("EEP) and National Energy Marketers Association ("NEM') member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI nor NEM nor any member - company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting therefrom. By providing this Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected. 6 version 2.1 (modified 425/00) OCOPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association T:TContractsTounterpart)ACity of Aasa\PowceAzuta EEI Coversheetdoc CREDIT SUPPORT ANNEX TO WSPP AGREEMENT IDACORP Energy L.P. ("Party A") Dated effective as of May 20, 2002 between and City of Azusa ("Party B") This Credit Support Annex ("Annex"), effective as of the date set forth above, supplements, forms part of, and is subject to the Wester Systems Power Pool Agreement, as amended from time to time between Party A and Party B (the "WSPP Agreement"). WHEREAS, Party A and Party B (each a "Party') have entered into and may from time to time in the future enter into Transactions for the purchase and sale of Energy and/or capacity pursuant to the WSPP Agreement (the "WSPP Agreement"); and WHEREAS, the Parties have entered into this Annex in order to secure certain Obligations of each Parry to the other under the WSPP Agreement: NOW THEREFORE, in consideration of the promises and agreements that are set forth herein, the Parties hereto agree as follows: Paragraph 1. Interpretation (a) Definitions and Inconsistency. Capitalized terms not otherwise defined in Paragraph 3 or elsewhere in this Annex shall have the meanings specified in the WSPP Agreement. All references in this Annex to Paragraphs are to Paragraphs of this Annex, and all references to Sections are to Sections in the WSPP Agreement. In the event of any inconsistency between this Annex and the other provisions of the WSPP Agreement, this Annex will prevail. In the event of any inconsistency between the terms of any Transaction as evidenced by a Confirmation Agreement and this Annex, the terms of the Transaction will prevail for the purposes of that Transaction. (b) Secured Parry and Pledgor. All references in this Annex to the "Secured Party" will be to either Party when acting in that capacity and all corresponding references to the "Pledgor" will be to the other Party when acting in that capacity; provided however, that if a Letter of Credit is held by a Party to this Annex, all references herein to that Party as the Secured Party with respect to that Letter of Credit will be to that Party as the beneficiary thereof and will not subject that support or that Party as the beneficiary thereof to provisions of law generally relating to security interests and secured parties. (c) Amendment to WSPP Agreement. The WSPP Agreement is amended by: (i) replacing Section 21.3 with the following new Section 21.3: 21.3 Damages 21.3.1 Liquidated Damaees: Unless excused by Uncontrollable Force or Buyer's failure to perform, if either Party as Seller under Transactions for firm energy or unit commitment energy as defined by the. WSPP Agreement or as designated in a Confirmation Agreement, fails to schedule and/or deliver all or part of the Contract Quantity it is required to deliver to the other Party as Buyer as designated in a Confirmation Agreement, Seller shall pay Buyer an amount for each MWh of such deficiency equal to the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price. "Replacement Price" means the price at which Buyer, acting in a commercially Page 1 — ANNEX TO WSPP AGREEMENT reasonable manner, purchases substitute energy not delivered by Seller (plus costs reasonably incurred by Buyer in purchasing replacement energy, including additional transmission costs) or, absent a purchase, the market price for such quantity at such Delivery Point as determined by Buyer in a commercially reasonable manner; provided, however, in no event shall the Replacement Price include any penalties, ratcheted demand or similar charges or any stranded costs. Unless excused by Uncontrollable Force or Seller's failure to perform, if Buyer fails to schedule and/or receive all or part of the Contract Quantity it is required to receive from Seller, Buyer shall pay Seller an amount for each MWh of such deficiency equal to the positive difference, if any, obtained by subtracting the Sales Price from the Contract Price. "Sales Price" means the price at which Seller, acting in a commercially reasonable manner, resells (if at all) the energy not received by Buyer (less costs reasonably incurred by Seller in reselling the energy, including additional transmission costs); provided, however, in no event shall the Sales Price include any penalties, ratcheted demand or similar charges or any stranded costs. Seller shall not be required to utilize or change its own utilization of its owned or controlled assets, including contractual assets, or market positions to minimize the Buyer's liability. Amounts payable pursuant to this Section shall be payable on or before three (3) Business Days after receipt of an invoice from the Party claiming payment pursuant to this Section. Unless otherwise provided in the Confirmation Agreement, the payment obligations set forth in this Section shall apply only to a transaction that is designated as "firm" or otherwise subject to "liquidated damages." Unless otherwise expressly agreed in the Confirmation Agreement, in the event that one Party, for any reason, fails to initiate or continue its purchase or sale of energy hereunder, and such purchase or sale is on a noa-firm basis (other than a transaction designated as "non-firm with liquidated damages"), such party shall have no obligation or liability to the other party with respect to such failure. The remedy set forth in this Section shall be the sole and exclusive remedy of the aggrieved Party for the failure to schedule or deliver or receive the Contract Quantity and all other damages are waived. If, pursuant to this Section 21.3.1, either Party fails to pay any uncontested amount when due, the aggrieved Party shall have the right to (i) suspend perfommance until such amounts plus interest at the Interest Rate have been paid and/or (ii) exercise any remedy available at law or in equity to enforce payment of such amount plus interest at the Interest Rate. 21.3.2 Mitigation. Each Party agrees that it has a duty to mitigate damages in a commercially reasonable manner to minimize any damages it may incur as a result of the other Party's performance or non-performance of this Agreement. 21.3.3 Dispute Resolution. In the event the Non -Performing Party disputes the calculation of the damages under this Section 21.3, the Non -Performing Party shall nevertheless pay the full amount of the damages to the Performing Party. After informal dispute resolution as required by Section 34.1. of the WSPP Agreement, any remaining dispute involving the calculation of the damages shall be referred to binding dispute resolution as provided by Section 34.2 of the WSPP Agreement. If resolution or agreement results in refunds or the need for refunds to the Non -Performing Party, such refunds shall be calculated in accordance with Section 9.4 of the WSPP Agreement. 21.3.4 The Parties agree that the amounts recoverable under this Section 21.3 are a reasonable estimate of loss and not a penalty, and represent the sole and exclusive remedy for the Performing Party. Such amounts are payable for the loss of bargain and the loss of protection against future risks. (ii) adding to Section 22.1 as an Event of Default, the following new subsections (e), (f), and (g): "(e) the occurrence of an Event of Default with respect to a Party as set forth in Paragraph 8 of this Annex; or (f) the occurrence of a Material Adverse Change with respect to the Defaulting Party; provided, such Material Adverse Change shall not be considered a Default if the Defaulting Party establishes, and maintains for so long as the Material Adverse Change is continuing, Eligible Credit Support to the Non -Defaulting Party in an amount equal to the sum of the Defaulting Party's Termination Payment calculated at the time and in the manner provided in Paragraph 4 hereof, or Page 2 — ANNEX TO WSPP AGREEMENT (g) if (i) with respect to Party A, that Party A's Specified Entity shall have defaulted in its indebtedness to third parties in an amount in excess of $50,000,000; and (ii) with respect to Party B, that Party B shall have defaulted in its indebtedness to third parties in an amount in excess of $25,000,000. (iii) Section 22.2, Remedies for Events of Default is deleted in its entirety and the following substituted therefor: "If an Event of Default shall have occurred and shall be continuing, the Non -Defaulting Party may, in its sole discretion, by no more than twenty (20) days notice to the Defaulting Party designate a day no earlier than the day such notice is effective as an early termination date ("Early Termination Date"). On the Early Termination Date, this Credit Support Annex and all Transactions between the Non -Defaulting Party and the Defaulting Party shall be terminated. If an Early Termination Date has been designated, the Non -Defaulting Parry shall in good faith calculate its Gains or Losses (discounted to Present Value Rate) and Costs resulting from the termination of the Terminated Transactions. The Non -Defaulting Party shall aggregate such Gains, Losses and Costs with respect to all Terminated Transactions into a single net amount .and notify the Defaulting Parry of the net amount owed or owing (the '"termination Payment"). If the Non -Defaulting Party's aggregate Losses and Costs exceed its aggregate Gains, the Defaulting Party shall, within three (3) Business Days of receipt of such notice, pay the net amount to the Non -Defaulting Party, which amount shall bear interest at the Default Rate from the Early Termination Date until paid. If the Non -Defaulting Parry's aggregate Gains exceed its Losses and Costs, if any, resulting from the Event of Default, the Non -Defaulting Party shall pay the net amount to the Defaulting Party within three (3) Business Days of the date of the Non -Defaulting Party's notice to the Defaulting Party. As used herein with respect to each Party: (i) "Costs" shall mean, with respect to such Party, brokerage fees, commissions and other similar transaction costs and expenses reasonably incurred by such a Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace a Terminated Transaction; (ii) "Gains" shall mean, with respect to a Parry, an amount equal to the present value of the economic benefit, if any, (exclusive of Costs) to it resulting from the termination of its obligations with respect to a Terminated Transaction, determined in a commercially reasonable manner; and (iii) "Losses" shall mean an amount equal to the present value of the economic loss, if any, (exclusive of Costs) to it resulting from the termination of its obligations with respect to a Terminated Transaction, determined in a commercially reasonable manner. Upon the designation of an Early Termination Date the Non -Defaulting Party ("X") may, at its option and in its discretion, set-off against any amounts Owed to the Defaulting Party ("Y") by X or any Affiliate of X under the WSPP Agreement or under any other agreement(s), instrument(s) or undertaking(s), any amounts Owed by Y to X or any of X's Affiliates under this Agreement or under any other agreement(s), instrument(s) or undertaking(s). The obligations of Y and X under this Agreement in respect of such amounts shall be deemed satisfied and discharged to the extent of any such setoff exercised by X and/or X's Affiliates. X will give Y notice of any setoff effected under this section as soon as practicable after the setoff is effected provided that failure to give such notice shall not affect the validity of the setoff. For purposes of this Section 22.2, "Owed" shall mean any amounts owed or otherwise accrued and payable (regardless of whether such amounts have been or could be invoiced) as of the Early Termination Date. Amounts subject to the setoff permitted in this Section 22.2 may be converted by X into any currency in which any obligation Owed is denominated at the rate of exchange at which X, acting in a reasonable manner and in good faith, would be able to purchase the relevant amount of the currency being converted. If an obligation is unascertained, X may in good faith estimate that obligation and setoff in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 22.2 shall be effective to create a charge or other security interest except as may be provided under applicable law. Page 3 — ANNEX TO WSPP AGREEMENT This setoff provision shall be without prejudice and in addition to any right of setoff, netting, off- set, combination of accounts, counterclaim, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise). Each of the parties represent and acknowledge that the rights set forth in this Section 22.2 are an integral part of the agreement between the parties and that without such rights the parties would not be willing to enter into Transactions. Notwithstanding any provision to the contrary contained in this Agreement, the Non -Defaulting Party shall not be required to pay to the Defaulting Parry any amount under Section 22.2 until the Non -Defaulting Party receives confirmation satisfactory to it in its reasonable discretion (which may include an opinion of its counsel) that all other obligations of any kind whatsoever of the Defaulting Party to make any payments to the Non -Defaulting Party or any of its Affiliates under this Agreement or under any other agreement(s), instrument(s) or undertaking(s), which are Owed as of the Early Termination Date have been fully and finally satisfied" (iv) Section 24 is amended by replacing the word "Utah" with "New York." Paragraph 2. Security Interest Each Party, as the Pledgor, hereby pledges to the other Party, as the Secured Party, as security for its Obligations, and grants to the Secured Party a fust priority continuing security interest in, lien on and right of set-off against all Posted Cash Transferred to or received by the Secured Party hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted Cash, the security interest and lien granted hereunder on that Posted Cash will be released immediately and, to the extent possible, without any further action by either Party. Paragraph 3. Definitions As used in this Annex: — "Affiliate" means, with respect to any person, any other person (other than an individual) that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. For this purpose, "control" means the direct or indirect ownership of fifty percent (50%) or more of the outstanding capital stock or other equity interests having ordinary voting power. "Business Day" means a day on which Federal Reserve member banks in New York City are open for business. "Cash " means the lawful currency of the United States of America. "Credit Exposure' means for any Valuation Date (and subject to Paragraph 6 in the case of a dispute) the Termination Payment, if any, that would be payable to a Party that is the Secured Party by the other Party (expressed as a positive number) or by a Party that is the Secured Party to the other Party (expressed as a negative number) pursuant to Section 22.3 of the WSPP Agreement as if all Transactions entered into between the Parties were being terminated as of the relevant Valuation Time. To the extent reasonably possible, the Valuation Agent will use its estimates at mid -market of the amounts that would be paid for replacement contracts for each Transaction. "Credit Rating' means with respect to a party (or its Guarantor, Specified Entity or Custodian, as the case may be), on any date of determination, the respective ratings then assigned to such party's (or its Guarantor's, Specified Entity's or Custodian's, as the case may be) unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P and Moody's. "Credit Support Amount" has the meaning specified in Paragraph 4. "Default Rate' means the lesser of (i) a rate of interest equal to one (1) percent per month; or (ii) the maximum non -usurious interest rate allowed by law. Page 4 — ANNEX TO WSPP AGREEMENT "Delivery Amount' has the meaning specified in Paragraph 4(a) "Disoutine Party' has the meaning specified in Paragraph 6. "Early Termination Date" means the date of receipt by the Defaulting Party of the Non -Defaulting Party's notice of termination in accordance with Section 22.2 of the WSPP Agreement. "Effective Dare" means the date first set forth above. "Eligible Credit Support" means Cash and/or Letter(s) of Credit. "Eligible Custodian " means a U.S. commercial bank, or a foreign bank having an office in the United States, with total assets of at least $10,000,000,000 and whose general long-term unsubordinated unsecured debt is at such time rated at least "A-" by S&P and at least "A3" by Moody's. "Energy" shall mean electric Energy expressed in megawatt hours (MWh) or capacity as agreed to by the Parties in a Transaction. "Interest Amount" means, with respect to an Interest Period, the aggregate sum of the amounts of interest calculated for each day in that Interest Period on the principal amount of Posted Cash held by the Secured Party on that day, determined by the Secured Party for each such day as follows: (x) the amount of that Cash on that day; multiplied by (y) the Interest Rate; divided by (z) 360. "Interest Period" means the period from (and including) the last Business Day on which an Interest Amount was Transferred (or, if no Interest Amount has yet been Transferred, the Business Day on which Cash was Transferred to or received by the Secured Party) to (but excluding) the Business Day on which the current Interest Amount is to be Transferred. "Interest Rate" The Interest Rate for any date, the Fed Funds rate as published in the Wall Street Journal under "Money Rates", over the Interest Period, minus 50 basis points; provided the Interest Rate shall never exceed the maximum lawful rate permitted by applicable Law. Such interest shall be calculated commencing on the date Cash is received by the Secured Party but excluding the earlier of (i) the date such Cash is returned to Pledgor pursuant to Paragraph 5 hereof or (ii) the date such Cash is applied to Pledgors Obligations pursuant to Paragraph 9 hereof. "Lary" shall mean any law, rule, regulation, order, writ judgment, decree or other legal or regulatory determination by a court, regulatory agency or government authority of competent jurisdiction. "Letter(s) of Credit" means an irrevocable transferable standby letter of credit, issued by a bank acceptable to the Secured Party and in a form and amount acceptable to the Secured Party. "Letter of Credit Default" means with respect to an outstanding Letter of Credit, the occurrence of any of the following events: (i) the issuer of such Letter of Credit shall fail to be acceptable to the Secured Party; (u) any event analogous to an event specified in Section 22.1(c) of the WSPP Agreement shall occur with respect to the issuer of such Letter of Credit; or (iii) the issuer of the Letter of Credit shall fail to cause the renewal or replacement Letter of Credit to the Secured Party at the address specified in the WSPP Agreement at least twenty (20) days prior to the expiration of such Letter of Credit; provided however, that no Letter of Credit Default shall occur in any event with respect to a Letter of Credit after the time such Letter of Credit is required to be canceled or returned to the Pledgor in accordance with the terms of this Annex. "Material Adverse Change ", shall mean (i) with respect to Party A, that Party A's Specified Entity shall have long- term, senior, unsecured debt not supported by third parry credit enhancement that is rated by S&P below "BBB" or by Moody's below "Baa3", or (ii) with respect to Party B, that Party B shall have (a) Fund Equity of the Light and Water Enterprise Fund of Party B that falls below $55,000,000 or (b) Funded Debt to Fund Equity of the Light and Water Enterprise Fund that is greater that 0.55 to 1. "Funded Debt", means, with respect to Party B, indebtedness that by terms matures more than one year form the date at which any calculation of Funded Debt is made. "Fund Page 5 — ANNEX TO WSPP AGREEMENT Equity", means, with respect to Parry B, total assets (exclusive of intangible assets), minus total liabilities, each as would be reflected on a balance sheet prepared in accordance with GAAP. "Marein Threshold' with respect to a Party, the amount specified as such for that Parry in Paragraph 4. "Moody's " means Moody's Investor Services, Inc., or its successor. "Notification Time" means 3:00 p.m, New York time, on a Business Day "Oblieations" means, with respect to a Parry, all obligations of that Party to the other Party pursuant to Transactions under the W SPP Agreement entered into prior to, on, or after the Effective Date. "Pledgor" means either Party, when that Party: (i) receives a demand for Transfer; or (ii) is required to Transfer; or (iii) or has already Transferred Eligible Credit Support to the Secured Party under Paragraph 4(a). All references in this Annex to Pledgor will be to either Party when acting in that capacity. "Posted Letter of Credit" means any Letter of Credit Transferred to the Secured Party that remains in effect for the benefit of the Secured Party. "Posted Cash" means all Cash and all proceeds thereof that have been Transferred to or received by the Secured Party under this Annex and not Transferred to the Pledgor pursuant to Paragraph 4(b), 5(d)(ii) or 7(d). Any Interest Amount or portion thereof not Transferred pursuant to Paragraph 7(d) will constitute Posted Cash. "Posted Credit Support" means Posted Cash and/or Posted Letter(s) of Credit. "Potential Event of Default" means any event, which with the giving of notice or lapse of time or both would constitute an Event of Default. "RatingAgencies " means S&P and Moody's "Recalculation Date" means the Valuation Date that gives rise to the dispute under Paragraph 6; provided, however, that if a subsequent Valuation Date occurs under Paragraph 6 prior to the resolution of the dispute, then the "Recalculation Date" means the most recent Valuation Date under Paragraph 6. t "Reference Market -Makers" means leading dealers in the relevant market selected in good faith by the Party seeking quotations in respect of one or a group of Transactions: (a) from among dealers which satisfy all the criteria that such Party applies generally at the time in deciding whether to offer or to make an extension of credit. Each quotation will be for an amount, if any, that would be paid to such Party (expressed as a negative number) or by such Party (expressed as a positive number) in consideration of an agreement between such Party (taking into account this Annex and the existence of any guarantor or other credit support provider with respect to the Obligations of such Party) and the quoting Reference Market -Maker to enter into a transaction (the "Replacement Transaction') that would have the effect of preserving for such Party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the Parties in respect of such Transaction or group of Transactions. "Resolution Time" means 1:00 p.m., New York time, on the Business Day following the date on which the notice is given that gives rise to a dispute under Paragraph 6. "Return Amount" has the meaning specified in Paragraph 4(b). "Secured Party" means either Party, when that Party: (i) makes a demand for; or (ii) is entitled to receive; or (iii) holds or is deemed to hold Posted Credit Support under Paragraph 4(a). "Specired Entity" means, in relation to Party A, IDACORP, Inc. "S&P" means Standard and Poor's Ratings Group, a division of McGraw Hill, Inc., or its successor. Page 6 — ANNEX TO WSPP AGREEMENT "Substitute Credit Support" has the meaning specified in Paragraph 5(d)(i). "Substitution Date" has the meaning specified in Paragraph 5(d)(ii). "Transactions" means all purchases and sales of electric Energy and/or capacity pursuant to the WSPP Agreement. "Transfer' means, with respect to any Eligible Credit Support, Posted Credit Support or Interest Amount, and in accordance with the instructions of the Secured Party, Pledgor or Custodian, as applicable: (i) in the case of Cash, payment or delivery by wire transfer into one or more bank accounts specified by the recipient; and (ii) in the case of the Interest Amount, the fust Business Day of each calendar month and on any Business Day that Posted Cash is Transferred to the Pledgor pursuant to Paragraph 5(b); and (iii) in the case of any Letter of Credit means the creation of an unconditional right of the Secured Party for whose benefit the Letter of Credit is established to draw upon that Letter of Credit. "Valuation Agent" means, for purposes of Paragraphs 4 and 6, the Parry making the demand under Paragraph 4, and for the purposes of Paragraph 7(d), the Secured Party receiving or deemed to receive the interest Amount; provided however, that in all cases, if pursuant to Section 22.1 of the WSPP Agreement, an Event of Default has occurred and is continuing with respect to a Parry, then, in such case, and for so long as the Event of Default continues, the other Party will be the Valuation Agent. "Valuation Date "means any Business Day except for Thursday and Friday. "Valuation Time" means the close of business on the Valuation Date; provided that the calculations of Value and Credit Exposure will be made as of approximately the same time on the same date. "Value" means for any Valuation Date for which Value is calculated and subject to Paragraph 6 in the case of a dispute, with respect to: (i) Cash, the amount thereof; and (ii) The valuation percentage of a Letter of Credit. A Letter of Credit's valuation percentage for the determination of its Value shall be 100% times any undrawn portion of a Letter of Credit maintained by the Pledgor for the benefit of the Secured Parry, unless: (i) a Letter of Credit Default shall apply with respect to such Letter of Credit; or (ii) twenty (20) or fewer Business Days remain prior to the expiration of such Letter of Credit, in either of which case the valuation percentage of the Letter of Credit for purposes of determining Value shall be zero (-0-). Paragraph 4. Credit Support Obligations (a) Delivery Amount. Subject to Paragraphs 5 and 6 of this Agreement, upon a demand made by the Secured Party on any Valuation Date, the Pledgor will Transfer Eligible Credit Support to the Secured Party having a Value as of the date of the Transfer of at least equal to the applicable Delivery Amount (rounded up to the nearest multiple integer of $250,000). The "Delivery Amount" applicable to the Pledgor for any Valuation Date will equal the amount by which: (i) the Credit Support Amount (as defined below) exceeds (ii) the Value as of that day of all Posted Credit Support held by the Secured Parry Page 7 — ANNEX TO WSPP AGREEMENT (b) Return Amount. Subject to Paragraphs 5 and 6, upon a demand made by the Pledgor on or promptly following a Valuation Date, the Secured Party will Transfer Posted Credit Support to the Pledgor specified by the Pledgor in that demand having a Value as of the day of Transfer as close as practicable to the applicable Return Amount (rounded down to the nearest multiple integer of $250,000). The "Return Amount" applicable to the Secured Party for any Valuation Date will equal the amount by which: (i) the Value as of that day of all Posted Credit Support held by the Secured Party exceeds (ii) the Credit Support Amount (as defined below) "Credit Support Amount" means for any Business Day: (i) the Secured Party's Credit Exposure for that Valuation Date, minus (ii) the Pledgoi s Margin Threshold; provided however, that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields a number less than zero. "Margin Threshold" means: as set forth herein and below under the caption "Threshold", and shall be: (i) with respect to Party A as Pledgor: $25,000,000; and (ii) with respect to Party B as Pledgor: $10,000,000; provided however, that if there is an Event of Default continuing with respect to a Parry, the Threshold for such Party shall be Zero (-0-). Any notice delivered for purposes of this Annex shall be delivered to the following address: Address for notices to Party A: IDACORP Energy L.P. 350 N. Mitchell Boise, Idaho 83704 Attn: Manager, Contracts Administration Facsimile No.: (208) 275-8505 with a copy of any notice to: IDACORP Energy L.P. 350 N. Mitchell Boise, Idaho 83704 Attention: Credit Manager Facsimile No.:(208) 275-8509 Address for notices to Party B: City of Azusa Light and Water Department 729 N. Azusa Ave. P.O. Box 9500 Azusa, CA 91702 Attention: Assistant Director — Resource Management Facsimile No.: (626) 334-3163 With respect to all payments hereunder to Party A, Party B shall comply with the following payment instructions: Page 8 — ANNEX TO WSPP AGREEMENT Payment by Wire Transfer: IDACORP Energy L.P. U S Bank of Idaho Boise, Idaho ABA: 123103729 Credit: IDACORP Energy L.P. ACCT. NO.: 153390440029 With respect to all payments hereunder to Parry B, Party A shall comply with the following payment instructions: Payment by Wire Transfer: City of Azusa Bank Name Wells Farco Bank. City of Azusa Branch Azusa, California ABA: 1210-0024s Crcdie zus' ACCT N6.':4'9'1500412-44-.-City-of Azusa General Account Paragraph 5. Conditions Precedent. Transfer Timinit and Calculations. (a) Conditions Precedent. Each Transfer obligation of the Pledgor under Paragraphs 4 and 6 and of the Secured Party under Paragraphs 4, 5(d)(ii), 6 and 7(d) is subject to the conditions precedent that: (i) no Event of Default or Potential Event of Default has occurred and is continuing with respect to the other Party; and (ii) no Early Termination Date for which any unsatisfied payment obligations exist has occurred as the result of an Event of Default with respect to the other Party. (b) Transfer Timing. Subject to Paragraphs 5(a) and 6 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time then the relevant Transfer will be made not later than the close of business on the next Business Day; if a demand is made after the Notification Time, then the relevant Transfer will be made not later than the close of business on the second Business Day thereafter. (c) Calculations. All calculations of Credit Exposure for purposes of Paragraphs 4 and 7(d) will be made by the Valuation Agent as of the Valuation Time. The Valuation Agent will notify the other Parry of its calculations not later than the Notification Time on the Business Day following the applicable Valuation Date (or in the case of Paragraph 7(d), following the date of calculation). (d) Substitutions. (i) Upon notice to and written consent of the Secured Party specifying the items of Posted Credit Support to be exchanged, the Pledgor may, on any Business Day, Transfer to the Secured Party substitute Eligible Credit Support (the "Substitute Credit Support"); and (ii) subject to Paragraph 5(a), the Secured Party will Transfer to the Pledgor the items of Posted Credit Support specified by the Pledgor in its notice not later than the Business Day following the date on which the Secured Party receives the Substitute Credit Support (the "Substitution Date"); provided that the Secured Party will only be obligated to Transfer Posted Credit Support with a Value as of the date of Transfer of that Posted Credit Support equal to the Value as of that date of the Substitute Credit Support. Paragraph 6. Dispute Resolution Page 9 - ANNEX TO WSPP AGREEMENT If a Party (a "Disputing Party') disputes the Valuation Agent's calculation of a Delivery Amount or a Return Amount then: (1) the Disputing Party will notify the Valuation Agent not later than the close of business on the Business Day following the date that the demand is made under Paragraph 4; (2) subject to Paragraph 5(a), the appropriate Party will Transfer the undisputed amount to the other Party not later than the close of business on the Business Day following the date that the demand is made under Paragraph 4; (3) the Parties will consult with each other in an attempt to resolve the dispute; and (4) if they fail to resolve the dispute by the Resolution Time, then: (i) In the case of a dispute involving a Delivery Amount or Return Amount, the Valuation Agent will recalculate the Credit Exposure and the Value as of the Recalculation Date by: (A) utilizing any calculations of Credit Exposure for the Transactions that the Parties have agreed are not in dispute; and (B) calculating the Credit Exposure for the Transactions in dispute by seeking three (3) actual quotations for each Transaction from Reference Market -Makers, and taking the arithmetic average of the prices obtained; provided however, that if three (3) quotations are not available for a particular Transactions, then fewer than three (3) quotations may be used for that Transaction; and if no quotations are available for a particular Transaction, then the dispute shall be resolved using the dispute resolution procedures set forth in Section 34 of the WSPP Agreement. Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify the other Party not later than the Notification Time on the Business Day following the Resolution Time. The other Party will, upon demand following that notice by the Valuation Agent or a resolution pursuant to (i) above and subject to Paragraphs 5(a) and 5(b), make the appropriate Transfer together with interest at the Interest Rate from the date the amount was due. Paraemph 7. Holding and Using: Posted Credit Support (a) Care of Posted Credit Support. Without limiting the Secured Party's rights under Paragraph 7(c), the Secured Party will exercise reasonable care to assure the safe custody of all Posted Credit Support to the extent required by applicable law, and in any event the Secured Party will be deemed to have exercised reasonable care if it exercises at least the same degree of care as it would exercise with respect to its own property. Except as specified in the preceding sentence, the Secured Party will have no duty with respect to Posted Credit Support, including, without limitation, any duty to enforce or preserve any rights pertaining thereto. (b) Eligibility to Hold Posted Credit Support. (i) General. Subject to subpart (ii) below, Party A as the Secured Party shall be entitled to hold any Posted Credit Support and Party B as the Secured Party shall be entitled to hold any Posted Credit Support. Party A's obligations, as Pledgor, will be discharged by making the Transfer to Party B as the Secured Party. Party B's obligations, as Pledgor, will be discharged by making the Transfer to Party A, as the Secured Party (ii) General Conditions for Holding Posted Credit Support. (a) All Posted Credit Support may be held only in the United States; and (b) A Party may not be a Defaulting Party; and (c) Use of Posted Credit Support. (i) Without limiting the rights and obligations of the Parties under Paragraphs 4, 5(d)(ii), 6, 7(d) and 9, if the Secured Party is not a Defaulting Party and no Early Termination Date has occurred as the result of an Event of Default with respect to the Secured Party, then the Secured Party will, notwithstanding Section 9-207 of the New York Uniform Commercial Code, have the right to sell, pledge, iehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Posted Credit Support it holds, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor; Provided. however, that if a Patty is not eligible to hold Posted Credit Support pursuant to Paragraph 7(b) (i) Page 10 — ANNEX TO WSPP AGREEMENT or (ii), as applicable, or if the custodian for a Parry no longer meets the required criteria of an Eligible Custodian (such party shall be the "Downgraded Party" and the event that caused it to be ineligible to hold Posted Credit Support shall be a "Credit Rating Event"); then the Downgraded Party shall be required to deliver (or cause to be delivered) not later than the close of business on the second Business Day following such Credit Rating Event, all Posted Credit Support in its possession or held on its behalf to an Eligible Custodian for that Parry. The Posted Credit Support shall be kept in a segregated, safekeeping or custody account ("Collateral Account") within such Eligible Custodian with the tine of the Collateral Account indicating that the property contained therein is being held as Posted Credit Support for the Downgraded Party. The Eligible Custodian shall hold such Posted Credit Support in accordance with the terns of this Agreement and for the security interest of the non -Downgraded Parry and, subject to such security interest, for the ownership of the Downgraded Party. (ii) For purposes of this Collateral Agreement, failure by a Party or its custodian to comply with any of the obligations under this Paragraph 7 will constitute an Event of Default with respect to such Party if the failure continues for three (3) Business Days after notice of the failure is given to that Party. (d) Interest Amount. Subject to Paragraph 5(a), in lieu of any interest with respect to Posted Cash (which may be retained by the Secured Party), the Secured Party will Transfer to the Pledgor on the first Business Day of each calendar month and on any Business Day that Posted Cash is Transferred to the Pledgor pursuant to Paragraph 4(b) the Interest Amount to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose). The Interest Amount or portion thereof not Transferred pursuant to this Paragraph will constitute Posted Cash and will be subject to the security interest granted under Paragraph 2. Paragraph 8. Events of Default For purposes of Section 22.1,of the WSPP Agreement, an Event of Default will exist with respect to a Party if: (i) that Party fails to snake, when due, any Transfer of Eligible Credit Support or Posted Credit Support or the Interest Amount, as applicable, required to be made by it and that failure continues for one (1) Business Day after notice of that failure is received by that Party; (ii) that Party fails to comply with any restriction or prohibition specified in this Annex with respect to any of the rights specified in Paragraph 7(c) and that failure continues for three (3) Business Days after notice of that failure is received by that Party; or (iii) that Party fails to comply with or perform any agreement or obligation specified in this Annex other than those specified in the above Paragraphs 8(i) and (ii) and that failure continues for three (3) Business Days after notice of that failure is received by that Party; or (iv) that Party is a Defaulting Party under the provisions of any other contract or agreement between the parties. Paragraph 9. Certain Rights and Remedies (a) Secured Party's Rights and Remedies. If at any time: (1) an Event of Default with respect to the Pledgor has occurred and is continuing; or (2) an Early Termination Date has occurred as the result of an Event of Default with respect to the -Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may, in addition to the rights and remedies set forth herein, and without prejudice and in addition to any other right of setoff, combination of accounts, lien or other right to which a Parry is at any time otherwise entitled to under the WSPP or this Annex and whether by contract, operation of law, or otherwise, exercise one or more of the following rights and remedies: Page 11 — ANNEX TO WSPP AGREEMENT (i) all rights and remedies available to a secured parry under applicable law with respect to Posted Credit Support held by the Secured Party; and/or (ii) the right to set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Credit Support held by the Secured Party (or any obligation of the Secured Parry to Transfer that Posted Credit Support). (b) Pledgors Rights and Remedies. If at any time an Early Termination Date has occurred as the result of an Event of Default with respect to the Secured Party, then where the Secured Party has paid in full all its Obligations that are then due, the Pledgor may, in addition to the rights and remedies set forth herein, and without prejudice and in addition to any other right of set-off, combination of accounts, lien or other right to which a Party is at any time otherwise entitled to under the WSPP or this Annex and whether by contract, operation of law, or otherwise, exercise one or more of the following rights and remedies: (i) exercise all rights and remedies available to a Pledgor under applicable law with respect to Posted Credit Support held by the Secured Party; and/or (ii) the Pledgor may exercise any other rights and remedies available to the Pledgor under the terms of Posted Letter(s) of Credit, if any, and/or (iii) the Secured Party will be obligated immediately to Transfer all Posted Credit Support and the Interest Amount to the Pledgor; and/or (iv) to the extent that Posted Credit Support or the Interest Amount is not so Transferred pursuant to (iii) above, the Pledgor may: (A) set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Credit Support held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Credit Support); and (B) to the extent that the Pledgor does not set-off under (iv)(A) above, withhold payment of any remaining amounts payable by the Pledgor with respect to any Obligations, up to the Value of any remaining Posted Credit Support held by the Secured Party, until that Posted Credit Support is Transferred to the Pledgor. (c) Deficiencies and Excess Proceeds. The Secured Party will Transfer to the Pledgor any Posted Credit Support remaining after set-off and/or application under Paragraphs 9(a) and (b) after satisfaction in full of all amounts payable by the Pledgor with respect to any Obligations; the Pledgor in all events will remain liable for any amounts remaining unpaid after any liquidation, set-off and/or application under Paragraphs 9(a) and (b). (d) Final Returns. When no amounts are or thereafter may become payable by the Pledgor with respect to any Obligations the Secured Party will Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if any. Paragraph 10. Representations Each Party represents to the other Party (which representations will be deemed to be repeated as of each date on which it, as the Pledgor, Transfers Cash) that: (i) it has the power to grant a security interest in and lien on any Cash it Transfers as the Pledgor and has taken all necessary actions to authorize the granting of that security interest and lien; and (ii) it is the sole owner of or otherwise has the right to Transfer all Posted Credit Support it Transfers to the Secured Party hereunder, free and clear of any security interest, lien, encumbrance or other restrictions other than the security interest and lien granted under Paragraph 2; and Page 12 — ANNEX TO WSPP AGREEMENT M (iii) upon the Transfer of any Cash to the Secured Party under the terms of this Annex, the Secured Party will have a valid and perfected first priority security interest therein; and (iv) the performance by it of its obligations under this Annex will not result in the creation of any security interest, lien or other encumbrance on any Posted Cash other than the security interest and lien granted under Paragraph 2. Paragraph 11. Expenses (a) General. Except as otherwise provided below in Paragraphs I I(b),(c) and 12(d), each Parry will pay its own costs and expenses in connection with performing its obligations under this Annex and neither Party will be liable for any costs and expenses incurred by the other Parry in connection herewith. (b) Posted Credit Support. The Pledgor will promptly pay when due all taxes, assessments or charges of any nature, if any, that are imposed with respect to Posted Credit Support held by the Secured Party upon becoming aware of the same, regardless of whether any portion of that Posted Credit Support is subsequently disposed of under Paragraph 7(c), except for those taxes, assessments and charges that result from the exercise of the Secured Party's rights under Paragraph 7(c). (c) Application of Posted Credit Support. All reasonable costs and expenses incurred by or on behalf of the Secured Party or the Pledgor in connection with the application of any Posted Credit Support under Paragraph 9 will be payable on demand by the Defaulting Party or, if there is no Defaulting Party, equally by the Parties. Paragraph 12. Letter of Credit Provisions Any Letter(s) of Credit shall be subject to the following provisions (a) Unless otherwise agreed in writing by the parties, each Letter of Credit shall be provided in accordance with the provisions of this Annex, and each Letter of Credit shall be maintained for the benefit of the Secured Party. The Pledgor shall: (i) renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit, (ii) if the bank that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide a substitute Letter of Credit, at least twenty (20) Business Days prior to the expiration of the outstanding Letter of Credit, and (iii) if a bank that issued a Letter of Credit shall fail to honor the Secured Party's properly documented request to draw on an outstanding Letter of Credit, provide for the benefit of the Secured Party: (x) a substitute Letter of Credit, that is issued by another bank acceptable to the Secured Party; or (y) post Cash, in each case within one (1) Business Day after the Pledgor receives notice of such refusal. If a Pledgor shall fail to renew, substitute, or sufficiently increase the amount of an outstanding Letter of Credit (as the case may be) or establish one or more additional Letters of Credit, or otherwise provide sufficient Posted Credit Support, then the Secured Party may draw on the entire, undrawn portion of any outstanding Letter of Credit upon submission to the bank issuing such Letter of Credit of one or more certificates in accordance with specific requirements of the Letter of Credit. Cash proceeds received from drawing upon the Letter of Credit shall be deemed Eligible Credit Support and shall be maintained in accordance with this Annex. Notwithstanding the Secured Party's receipt of Cash under the Letter of Credit, the Pledgor shall remain liable to the Secured Party for any failure to Transfer sufficient Eligible Credit Support to the Secured Party in accordance with the terms of this Annex. (b) The Pledgor may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit. (c) Upon the occurrence of a Letter of Credit Default, the Pledgor agrees to Transfer either a substitute Letter of Credit or Cash to the Secured Party in an amount at least equal to that of the Letter of Credit to be replaced on or before the first (0) Business Day after written demand by the Secured Party. Page 13 —ANNEX TO WSPP AGREEMENT (d) Notwithstanding Paragraph 11, in all cases, the costs and expenses (including but not limited to the reasonable costs, expenses, and external attorney's fees of the Secured Party) of establishing, renewing, substituting, canceling, increasing and reducing the amount of (as the case may be) one or more Letter(s) of Credit shall be bome by the Pledgor. Paragraph 13. Miscellaneous (a) Default Interest. A Secured Parry that fails to make, when due, any Transfer of Posted Cash or the Interest Amount will be obligated to pay the Pledgor (to the extent permitted under applicable law) an amount equal to interest at the Default Rate multiplied by the Value of the Posted Cash that was required to be Transferred, from (and including) the date that Posted Cash or.the Interest Amount was required to be Transferred to (but excluding) the date of Transfer of that Posted Cash or Interest Amount. (b) Further Assurances. Promptly following a demand made by a Party, the other Party will execute, deliver, file and record any financing statement, specific assignment or other document and take any other action that may be necessary or desirable and reasonably requested by that Party to create, preserve, perfect or validate any security interest or lien granted under Paragraph 2, to enable that Party to exercise or enforce its rights under this Annex with respect to Posted Credit Support or an Interest Amount or to effect or document a release of a security interest on Posted Cash or an Interest Amount. (c) Further Protection. The Pledgor will promptly give notice to the Secured Party of, and defend against, any suit, action, proceeding or lien that involves Posted Credit Support Transferred by the Pledgor or that could adversely affect the security interest and lien granted by it under Paragraph 2, unless that suit, action, proceeding or lien results from the exercise of the Secured Party's rights under Paragraph 7(c). (d) Good Faith and Commercially Reasonable Manner. Perforinance of all obligations under this Annex, including, but not limited to, all calculations, valuations and determinations made by either Patty, will be made in good faith and in a commercially reasonable manner. (e) Demands, Notices and Instructions. All demands and notices and all Transfers of Eligible Credit Support made by a Party under this Annex will be made as specified in the WSPP Agreement. (f) Specifications of Certain Matters. Anything referred to in this Annex also may be specified in one or more Confirmations or other documents and this Annex will be construed accordingly. (g) Uniform Commercial Code. This Credit Support Annex is a Security Agreement under the provisions of Uniform Commercial Code (U.C.C.) of the State of New York. (h) Governing Law. This Credit Support Annex and the rights, duties and obligations of the Parties hereunder, shall be construed in accordance with the laws of the State of New York, without reference to choice of law doctrine. (i) Severability. In case one or more of the provisions contained in this Annex should be declared illegal, invalid or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of the Annex shall not as a result in any way be affected or impaired. 0) Successors/Amendments. (a) This Annex and all obligations of the Parties hereunder shall be binding upon the successors and permitted assignees of the Parties hereto, and shall, together with the rights and remedies of the Partes hereunder inure to the benefit of the respective successors and permitted assigns of the Parties hereto; provided however, that neither Party may assign this Annex and its rights duties and obligations hereunder to any other Party without the prior written consent of the other Party. (b) No amendment, modification or waiver in respect of this Annex shall be effective unless in writing and executed by each of the Parties hereto, or confirmed by such Parties through an exchange of facsimiles. (k) Confidentiality. Neither Party shall disclose any of the terns or conditions of this Annex to a third party (other than the Party's and its Affiliates' employees, lenders, counsel or accountants who have a need to know such information and have agreed to keep such terms confidential) except in order to comply with any applicable law, Page 14 — ANNEX TO WSPP AGREEMENT order, regitlalidh-:or cxehange rule; provided, each Party shall notify the other Party of any proceeding of which it is aware which may result in disclosure and use reasonable efforts to prevent or limit the disclosure. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation; provided, all monetary damages shall be limited to direct actual damages. EXECUTED this _day of _ 2002, but effective as of the date fust written above. IDACORP ENERGY L.P. CITY OF AZUSA By: IDACORP, Inc. its general partner PARTY "A" By: _ Name: Title: Page 15 — ANNEX TO WSPP AGREEMENT PARTY "B" By: Name: Title: AZUSA LIGHT t WATER AGENDA ITEM TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES DATE: MAY 28, 2002 SUBJECT: AGREEMENT TO PROVIDE A CONNECTION AT USG -8 TO SUBURBAN WATER COMPANY TO ALLOW THEM TO BUY METROPOLITAN WATER DISTRICT WATER RECOMMENDATION It Is recommended that the Utility Board/City Council authorize Director of Utilities to execute an agreement with Suburban Water Company to provide a connection at Upper San Gabriel -8 (USG -8), to allow them to buy Metropolitan Water District water. BACKGROUND Suburban Water Company serves water customers in the City of Covina, West Covina, and La Puente. Last year, Suburban had a well capacity of 20,000 gallons per minute from its well fields in the Main San Gabriel Basin. After Suburban's wells were hit by contamination with volatile organic compounds (VOC's) and perchlorate in the last year, its well production was reduced to 1500 gallons per minute. Since the contamination of its wells, Suburban has sought to secure alternative water supply from other sources including its surrounding neighbors. The Azusa water system has a Metropolitan Water District (MWD)connection on Badillo Avenue that is capable of providing 7 cubic feet per second of water supply, of which Azusa's system can use only 2 cubic feet per second of the total capacity. Azusa uses this connection to supply water to Azusa system during extreme high water demand. This connection will help Suburban to overcome,its supply deficit due to ground water contaminations. Suburban will be responsible for all pipeline construction costs and future water usage charges from MWD. For this service, Azusa will receive a service charge equivalent to 6% of Suburban's total water charge from MWD. FISCAL IMPACT This agreement to share Azusa's MWD connection with Suburban will have no negative fiscal impact. Prepared by: Chet F. Anderson, P.E., Assistant Director- Water Operations I WATER SUPPLY AGREEIVfl?,NT THIS WATER SUPPLY AGREEMENT ("Agreement") is entered into this day of , 2002, by and between SUBURBAN WATER SYSTEMS, a public utility in the Stats o f C alifornia regulated b y t he C alifornia P ublic U tilities C ommission, ( "SUBURBAN"), and the CITY OF AZUSA, a California municipal corporation through the AZUSA LIGHT & WATER, a department of the City of Azusa ("ALW"). RECITALS WHEREAS, the presence of volatile organic compounds ("VOCs"), perchlorate and NDMA has forced closure of many of SUBURBAN's water supply wells which are utilized for the provision of water service to SUBURBAN's customers; WHEREAS, as a result of the closure of a substantial number of its wells, SUBURBAN has a severe need for alternative water sources in order to meet its customers' needs; WHEREAS, ALW has established a connection to facilities of the Metropolitan Water District ("MWD")which are located on the north side of Badillo Street, east of Vincent Avenue in the City of Covina, (commonly known as "USG -8"). Said USG -8 is more particularly described in Exhibit "A" attached hereto and incorporated herein by reference; WHEREAS, ALW is willing to allow SUBURBAN access to the USG -8 connection in order to provide SUBURBAN with an alternative source of water; NOW, THEREFORE, in consideration of the promises and covenants of the parties set forth herein, SUBURBAN and ALW agree as follows: . 1. CONNECTION. SUBURBAN agrees to be responsible for all costs associated with SUBURBAN's connection ("Connection") to the USG -8. SUBURBAN shall be solely responsible for the construction and installation of the Connection, in accordance with the plans and designs set forth in Exhibit "A," including a meter or other measuring device (Meter") in order to measure the amount of water delivered to SUBURBAN. The Connection shall be constructed at or near the intersection of Badillo Street and Vincent Avenue and shall be installed no later than '2002 ("Completion Date") Construction and installation of the Connection shall be subject to approval by ALW. Upon approval by ALW of the construction and installation of the Connection, SUBURBAN shall convey and otherwise transfer to ALW all right, title and interest to the Connection, the Meter and any accompanying facilities between the Connection and the Meter. During the term of this Agreement, SUBURBAN shall have a revocable, non-exclusive license for access to and from said Connection in order to conduct the activities under this Agreement. ALW shall maintain ownership and control of the USG -8, the Connection, the Meter and any accompanying facilities between the Connection and the Meter. SUBURBAN shall construct and shall maintain ownership and control of all pipe lines and related facilities from the Meter to SUBURBAN's existing system. 2. DELIVERY REQUESTS. SUBURBAN shall give at least twenty-four (24) hours written notice by mail or facsimile transmission of a request for delivery of water from the USG -8 through the Connection, the quantity of water requested and any flow changes. ALW shall then notify SUBURBAN of the schedule for the delivery of said water. th no event shall SUBURBAN be entitled to a delivery of water in excess of 7 cfs at any one time. In addition, SUBURBAN shall be entitled to a delivery of no more than of water during any 1 -year period from the date of this Agreement. Water shall be delivered by ALW to SUBURBAN at the Connection. SUBURBAN shall be solely responsible for all activities necessary in order to take delivery of water at the Connection. 3. PRIORITY OF WATER SUPPLY REQUIREMENTS AND LIABILITY. Notwith- standing the provisions set forth above for the request and delivery of water, SUBURBAN acknowledges that the water supply requirements of ALW shall take precedence over the water supply requirements of SUBURBAN at any and all times. In addition, any and all deliveries shall be c ontingent upon the d etermination by A LW, i n i is d iscretion, a s to the s uperior r ights a nd needs of ALW to the water available through the USG -8. As a result, ALW shall deliver water only after it has assured itself of an adequate supply of water from USG -8 for its own supply requirements. SUBURBAN further acknowledges that due to the superiority of the water supply requirements of ALW, there is the potential that deliveries to SUBURBAN may not be available as and when requested. As a result, SUBURBAN 1 hereby renders ALW harmless, and shall indemnify and defend ALW, from any claims of damage by SUBURBAN, or any other party, due to lack of water from USG -8. 4. TERM. This agreement shall remain in effect until terminated by written notice from SUBURBAN to A LW o r ALW t o S UBURBAN a t ] east t hirty (30) days p rior to termination. Either party may terminate this Agreement, upon the 30 days prior written notice, for any reason or no reason. 5. COMPENSATION. SUBURBAN will pay ALW for all water taken from the USG -8 at the Connection at the rates then charged by Upper San Gabriel Valley Municipal Water District ("Upper District') for USG -8 water plus a six percent (60/6) administration and operation surcharge. 6. PAYMENT: A LW s hall i nvoice S UBURBAN p romptly o n r eceipt o f a n i nvoice f rom t he Upper District. Such invoices shall be due and payable by SUBURBAN fifteen (15) calendar days after the date of each invoice and shall be considered delinquent if not paid by that date. SUBURBAN shall pay interest to ALW at the rate of one percent (1%) per month on the delinquent amount for each month (or fraction thereof) that such invoice remains delinquent. 7. NOTICES: Any and all notices required or permitted to be given pursuant to this Agreement shall be to the following addresses or phone numbers: If to Suburban: Suburban Water Systems 1211 E. Center Court Drive Covina, CA 91724-3603 Attention: Reginald Stone (626)543-2500 (626) 331-6363 (Fax) If to Azusa: Azusa Light & Water 729 N. Azusa Avenue Azusa, CA 91702 Attention: Chet F. Anderson (626)812-5209 (626)334-3163 8. ENT RE AGREEMENT. This Agreement represents the entire agreement between SUBURBAN and ALW with respect to the delivery of water through the USG -8 connection. 9. MODIFICATION. It is the intent of the parties that the terms of this Agreement may be renegotiated from time to time. This Agreement may be modified, amended, terminated, or extended only by a writing signed by both parties. 10. CONSTRUCTION. This Agreement shall be construed in accordance with the laws of the State of California. 11. TRANSFERABILITY The rights of SUBURBAN under this agreement shall not be assigned without the express written consent of ALW. 12. NO CONVEYANCE OF WATER RIGHTS. Nothing in this Agreement shall be deemed to be a conveyance or transfer of any water rights. In addition, nothing in this Agreement shall be deemed an entitlement by SUBURBAN to any amount or delivery of water. IN WITNESS WHEREOF the parties have executed this Agreement effective on the date first written above. SUBURBAN WATER SYSTEMS By: President THE CITY OF AZUSA M ATTEST: City Clerk APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney Director of Utilities r' DESCRIPTION OF USG -8 AND THE CONNECTION it AZUSA LIGHT t WATER AGENDA ITEM TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES DATE: MAY 28, 2002 SUBJECT: AGREEMENT TO PROVIDE A CONNECTION AT USG -8 TO SUBURBAN WATER COMPANY TO ALLOW THEM TO BUY METROPOLITAN WATER DISTRICT WATER RECOMMENDATION It is recommended that the Utility Board/City Council authorize Director of Utilities to execute an agreement with Suburban Water Company to provide a connection at Upper San Gabriel -8 (USG -8), to allow them to buy Metropolitan Water District water. BACKGROUND Suburban Water Company serves water customers in the City of Covina, West Covina, and La Puente. Last year, Suburban had a well capacity of 20,000 gallons per minute from its well fields in the Main San Gabriel Basin. After Suburban's wells were hit by contamination with volatile organic compounds (VOC's) and perchlorate in the last year, its well production was reduced to 1500 gallons per minute. Since the contamination of its wells, Suburban has sought to secure alternative water supply from other sources including its surrounding neighbors. The Azusa water system has a Metropolitan Water District (MWD)connection on Badillo Avenue that is capable of providing 7 cubic feet per second of water supply, of which Azusa's system can use only 2 cubic feet per second of the total capacity. Azusa uses this connection to supply water to Azusa system during extreme high water demand. This connection will help Suburban to overcome its supply deficit due to ground water contaminations. Suburban will be responsible for all pipeline construction costs and future water usage charges from MWD. For this service, Azusa will receive a service charge equivalent to 6% of Suburban's total water charge from MWD. FISCAL IMPACT This agreement to share Azusa's MWD connection with Suburban will have no negative fiscal impact. Prepared by: Chet F. Anderson, P.E., Assistant Director- Water Operations WATER SUPPLY AGREEMkNT THIS WATER SUPPLY AGREEMENT ("Agreement") is entered into this _ day of 2002, by and between SUBURBAN WATER SYSTEMS, a public utility in the State o f C alifornia regulated b y t he C alifomia P ublic U tilities C ommission, ( "SUBURBAN"), and the CITY OF AZUSA, a California municipal corporation through the AZUSA LIGHT & WATER, a department of the City of Azusa ("ALW"). RECITALS WHEREAS, the presence of volatile organic compounds ("VOCs"), perchlorate and NDMA has forced closure of many of SUBURBAN's water supply wells which are utilized for the provision of water service to SUBURBAN's customers; WHEREAS, as a result of the closure of a substantial number of its wells, SUBURBAN has a severe need for alternative water sources in order to meet its customers' needs; WHEREAS, ALW has established a connection to facilities of the Metropolitan Water District ("MWD")which are located on the north side of Badillo Street, east of Vincent Avenue in the City of Covina, (commonly known as "USG -8"). Said USG -8 is more particularly described in Exhibit "A" attached hereto and incorporated herein by reference; WHEREAS, ALW is willing to allow SUBURBAN access to the USG -8 connection in order to provide SUBURBAN with an alternative source of water; NOW, THEREFORE, in consideration of the promises and covenants of the parties set forth herein, SUBURBAN and ALW agree as follows: . 1. CONNECTION. SUBURBAN agrees to be responsible for all costs associated with SUBURBAN's connection ("Connection") to the USG -8. SUBURBAN shall be solely responsible for the construction and installation of the Connection, in accordance with the plans and designs set forth in Exhibit "A," including a meter or other measuring device (Meter") in order to measure the amount of water delivered to SUBURBAN. The Connection shall be constructed at or near the intersection of Badillo Street and Vincent Avenue and shall be installed no later than 2002 ("Completion Date") Construction and installation of the Connection shall be subject to approval by ALW. Upon approval by ALW of the construction and installation of the Connection, SUBURBAN shall convey and otherwise transfer to ALW all right, title and interest to the Connection, the Meter and any accompanying facilities between the Connection and the Meter. During the term of this Agreement, SUBURBAN shall have a revocable, non-exclusive license for access to and from said Connection in order to conduct the activities under this Agreement. ALW shall maintain ownership and control of the USG -8, the Connection, the Meter and any accompanying facilities between the Connection and the Meter. SUBURBAN shall construct and shall maintain ownership and control of all pipe lines and related facilities from the Meter to SUBURBAN's existing system. 2. DELIVERY REQUESTS. SUBURBAN shall give at least twenty-four (24) hours written notice by mail or facsimile transmission of a request for delivery of water from the USG -8 through the Connection, the quantity of water requested and any flow changes. ALW shall then notify SUBURBAN of the schedule for the delivery of said water. In no event shall SUBURBAN be entitled to a delivery of water in excess of 7 efs at any one time. In addition, SUBURBAN shall be entitled to a delivery of no more than of water during any 1 -year period from the date of this Agreement. Water shall be delivered by ALW to SUBURBAN at the Connection. SUBURBAN shall be solely responsible for all activities necessary in order to take delivery of water at the Connection. 3. PRIORITY OF WATER SUPPLY REQUIREMENTS AND LIABILITY. Notwith- standing the provisions set forth above for the request and delivery of water, SUBURBAN acknowledges that the water supply requirements of ALW shall take precedence over the water supply requirements of SUBURBAN at any and all times. In addition, any and all deliveries shall be c ontingent upon the d etermination by A LW, i n i is d iscretion, a s to the s uperior r ights and needs of ALW to the water available through the USG -8. As a result, ALW shall deliver water only after it has assured itself of an adequate supply of water from USG -8 for its own supply requirements. SUBURBAN further acknowledges that due to the superiority of the water supply requirements of ALW, there is the potential that deliveries to SUBURBAN may not be available as and when requested. As a result, SUBURBAN 1 hereby renders ALW harmless, and shall indemnify and defend ALW, from any claims of damage by SUBURBAN, or any other party, due to lack of water from USG -8. 4. TERM. This agreement shall remain in effect until terminated by written notice from SUBURBAN t o A LW o r ALW t o S UBURBAN a t I east thirty (30) days p rior t o t ermination. Either party may terminate this Agreement, upon the 30 days prior written notice, for any reason or no reason. 5. COMPENSATION. SUBURBAN will pay ALW for all water taken from the USG -8 at the Connection at the rates then charged by Upper San Gabriel Valley Municipal Water District ("Upper District') for USG -8 water plus a six percent (6%) administration and operation surcharge. 6. PAYMENT: A LW s hall i nvoice S UBURBAN p romptly o n r eceipt o f a n i nvoice from t he Upper District. Such invoices shall be due and payable by SUBURBAN fifteen (15) calendar days after the date of each invoice and shall be considered delinquent if not paid by that date. SUBURBAN shall pay interest to ALW at the rate of one percent (1%) per month on the delinquent amount for each month (or fraction thereof) that such invoice remains delinquent. 7. NOTICES: Any and all notices required or permitted to be given pursuant to this Agreement shall be to the following addresses or phone numbers: If to Suburban: Suburban Water Systems 1211 E. Center Court Drive Covina, CA 91724-3603 Attention: Reginald Stone (626) 543-2500 (626) 331-6363 (Fax) If to Azusa: Azusa Light & Water 729 N. Azusa Avenue Azusa, CA 91702 Attention: Chet F. Anderson (626)812-5209 (626)334-3163 8. ENTIRE AGREEMENT. This Agreement represents the entire agreement between SUBURBAN and ALW with respect to the delivery of water through the USG -8 connection. 9. MODIFICATION. It is the intent of the parties that the terms of this Agreement may be renegotiated from time to time. This Agreement may be modified, amended, terminated, or extended only by a writing signed by both parties. 10. CONSTRUCTION. This Agreement shall be construed in accordance with the laws of the State of California. 11. TRANSFERABILITY The rights of SUBURBAN under this agreement shall not be assigned without the express written consent of ALW. 12. NO CONVEYANCE OF WATER RIGHTS. Nothing in this Agreement shall be deemed to be a conveyance or transfer of any water rights. In addition, nothing in this Agreement shall be deemed an entitlement by SUBURBAN to any amount or delivery of water. IN WITNESS WHEREOF the parties have executed this Agreement effective on the date first written above. SUBURBAN WATER SYSTEMS LE President THE CITY OF AZUSA M ATTEST: City Clerk APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney Director of Utilities EXHIBIT "A" DESCRIPTION OF USG -8 AND THE CONNECTION i Azusa Utility Board Meeting May 28, 2002 Power Resources Division Monthly Report • Power Consumption Comparison • Wholesale Market Trend • Power Resource Budget Update INFORMATIONAL ITEM 1LUS:\ e n CITY OF AZUSA ENERGY CONSUMPTION COMPARISON ENERGY CONSUMPTpN N MM CRY OF AZUSA PEAK DEMAND COMPARISON AVERAGE PERCENT MON1M FVWOI FY0102 CHANCE JUL 24056 21.524 -10.53% Al13 26.239 22,908 1269% SEP 23,123 21.242 -8.13% OCT 20,525 20.485 0.19% NOV 18.950 10,350 117% DEC 19264 1801 A.32% JAN 19,426 18,833 -305% FEB 12.258 17.206 L.30% MAR 18,121 18546 336% APR 11.568 18,116 300% MAY MAR02 $34 $20 JUN APR 02 $29 $17 TOTAL 204552 195,643 436% ENERGY CONSUMPTpN N MM CRY OF AZUSA PEAK DEMAND COMPARISON PEAK DEMAND N MW AVERAGE PERCENT MONTH FY00-01 FY01-02 CHANGE JUL 519 465 -10.04% AUG 55.0 489 -14]3% SEP 555 47 0 -1459% OCT 420 50A 2000% NOY 35.3 362 255% DEC 355 340 J23% JAN 340 31.1 -229% FEB 35.0 362 112% MAR 345 35.7 3.48% j3z APR 385 355 129% MAY MAR02 $34 $20 PEAK DEMAND N MW WHOLESALE ELECTRICITY FORWARD PRICES IN CALIFORNIA PERCENT MONTH ON PEAK PRICE(05RW321 M PEAK PRICE (04/15M2) CHANGE CY 02 (BALANCE) $40.00 $40,0 000% CY03 $4250 $405 4.94% ALL PRICES IN $NW H The forward prices for the balance of CY02 & CY03 have been volatile in the past 4 weeks. AVERAGE AVERAGE MONTH ON PEAK PRICE OFF PEAK PRICE MAY 01 $251 S79 AzIusa JUN 01 $66 $31 -R451E4.., JUL Ot $67 $35 AUG01 $52 - $27 SEPOi $29 $19 OCT01 $28 $19 NGV 01 $25 $17 DEC 01 S2B $19 JAN 02 $23 $16 FEB 02 $23 $ti MAR02 $34 $20 APR 02 $29 $17 MAY 02(') $28 $16 ALL PRICES IN W/ ('I MAY02 PARTIAL MONTH WHOLESALE ELECTRICITY FORWARD PRICES IN CALIFORNIA PERCENT MONTH ON PEAK PRICE(05RW321 M PEAK PRICE (04/15M2) CHANGE CY 02 (BALANCE) $40.00 $40,0 000% CY03 $4250 $405 4.94% ALL PRICES IN $NW H The forward prices for the balance of CY02 & CY03 have been volatile in the past 4 weeks. ir Power Resource Cost Accounting FY '01-'02 .. _. ... nl m OI 1.1 nl IB) nl IBI LGxc"S.1 SNORT TCRx TRMSROBien MCILLM. CCIFooL IN. TOTAL vmoLEsluE TET SUG01 OZITO 51 .3574W .B ASO xO V)x IB,B.x O] ]A]?BB 1lWOWl WI YSII N!w SEP OI 1.1 !155.0 {319..]115 .W>0 1?GEo 3B 1 1.191 1.61111]301 ;J996i1�Tt Olf"I X1.0)0 .. .11 151..16 0 OIl W9.Bl o zs e01 I01.AI 11X1055. 1. 141 2S I xG71 1px6el.m FIIIIS I 11.11, IF 1.I,;113 .W '.1 0051 90.550 as Ixol..I0.01 9a.S5?aa B9]]R..41 10x111131 ..!IS511 1]5 59 1... .. 11 _ 1.a'. .1 111.1.5311 1.]...9x.6. TOTK 39ax11W sx {x1851 o.]]. 31?]?5x1.. {]1.190]0 91196x.55 i. C1 $9950 Iix3.11554L.B1 91...10..1 I'1 uLN r sw ILAN LOST CCESNE REIENVESOUE O OUT . EM Nr TO{ r') 011610 -LOST N1RIXEsµEREKM1V xuE50UE TO JVAV OVLiGE /xAini iO3]LIIA1i. LONG xLRiCi.W Lu EO 3201 1W OF SW IU.W COSTMUNFAM' FOR L Tl. f"II LGSTVHMESK ERCL HUES OUE TGRAR JN OTIGEM Ux110..01.5.5 75 111 xcLUOE. SCPPA LONG TER1.CONTRK]S AND P En NTRJCi GG -IRCLUNDES- - OFT IEFBI PVRCxw5E5 FOR MECINGPJ4DCOXO HARCWGPURPOSES Ill INCLVOES AIL SNORT TERNMYO LONOTN4 SMSSSpN CMiRKiCOSTS NN . COSTS CNMOEO Bv[.v1FIX1nN WOEPENOENisY5rE1n CCERATOR 9011 STSTEN�RELVBL1n NNC..S _ ___... ... 6666. 6666 Rsl _ lxcwoss cows FOR scNEwLWc,wG DISPAi[RINCO. ELEcmlcm C OOFE _ 6666 1.1 [ 'FUMff�j QI. W1aE EIExUES DER G FR( SIZES M FESS POKER _ 6666.. .. ...__....-...__ _... .. .OFfERExCE OF I6I NIG (il. .. ... 6666.. .. ... 6666.. s INFORMATIONAL ITF27 :Mow National LeaguW Cities * Leadership Training Institute St.ref1gthening Council =5ffectiveness Policy Governan'ceC�. Model and Effective Communications June 27 29.}' 2002 * tie. Big Sky Resort * Big Sky, Montana Learn about the Policy GovernanceO model. This model offers a mechanism for planning, agenda control, budgeting, and all aspects of the council's job. Strengthen your council's effectiveness to ensure it achieves its vision and goals. Grasp new ideas and insights as you discover how to focus your efforts to achieve results for your community. Enhance Your Council's Effectiveness. Determine your communication style and learn how to adapt your style as a tool to reduce conflict in your life and improve professional and personal relationships. Understand the gender differences in communication styles and how they affect your ability to communicate with others in making decisions, determining council values, and developing policies. Core Competency: Competent Practitioner ... 8 Credits in the "Certificate of Achievement in Leadership" program And the benefits? • Leadership development focused on the Carver Policy Governance® model • New ways to bring new skills and tools into your role as a leader • Empowerment of work teams toward excellence and improved council communications • Enlightening and timely presentations by experienced local leaders and trainers ` Leadership program designed specifically for local elected officials ` Limited group size to provide insightful learning experiences ` Practical and engaging program focused on YOU, the leader and your council DON'T DELAY. CALL TO REGISTER TODAY! Availability is limited. No registrations will be accepted after June 20, 2002 or when maximum class size is reached. For more information or to receive your brochure and registration form, call (202) 626-3170.