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HomeMy WebLinkAboutAgenda Packet - October 22, 2012 - Utility Board AZUSA INT & WATER AGENDA REGULAR MEETING OF AZUSA UTILITY BOARD AZUSA LIGHT & WATER OCTOBER 22,2012 729 N. AZUSA AVENUE 6:30 P.M. AZUSA, CA 91702 AZUSA UTILITY BOARD ANGEL CARRILLO CHAIRPERSON URIEL E. MACIAS JOSEPH R. ROCHA VICE CHAIRPERSON BOARD MEMBER KEITH HANKS ROBERT GONZALES BOARD MEMBER BOARD MEMBER 6:30 P.M. Convene to Regular Meeting of the Azusa Utility Board • Call to Order • Pledge to the Flag • Roll Call A. PUBLIC PARTICIPATION 1. (Person/Group 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.) 1 B. UTILITIES DIRECTOR COMMENTS C. UTILITY BOARD MEMBER COMMENTS D. CONSENT CALENDAR The Consent Calendar adopting 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. 1. Minutes. Recommendation: Approve minutes of regular meeting on September 24, 2012 as written. 2. Approval of Blanket Purchase Order with EDF Trading North America LLC. Recommendation: Approve the issuance of the blanket Purchase Order for$500,000 with EDF Trading North America, LLC under the provisions of Section 2-523(d) (no competitive market) of the Azusa Municipal Code. 3. Approval of Amendment to Transmission Control Agreement with California Independent System Operator and all Participating Transmission Owners. Recommendation: Approve the execution of the amendment to Transmission Control Agreement ("TCA") and authorize the Mayor to sign the amended TCA once the execution copies are prepared. 4. Adoption of 2013 Annual Resource Adequacy Plan. Recommendation: Adopt the attached 2013 Resources Adequacy Plan prepared for filing with the California Independent System Operator(CAISO). 5. Approval of 2013 San Juan Firming Agreement with APS. Recommendation: Authorize Staff to renew the firming arrangement for San Juan Unit 3 with Arizona Public Service (APS) and authorize the Director of Utilities to execute the final agreement with APS. 6. Approval of Agreement Regarding the Use and Nondisclosure of Information for NCPA Projects. Recommendation: Approve the above referenced agreement with the Northern California Public Power Agency(NCPA) and authorize execution by the Director of Utilities. 7. Approval of Proposal by RT Lawrence for Payment Processing Services. Recommendation: Approve proposal by RT Lawrence Corporation for payment processing services and authorize Mayor to execute Professional Services Agreement subject to review by City Attorney. 8. Approval of Selection of Siemens Industry, Incorporated for Performing Preventive Maintenance on Two SF6 Circuit Switchers. Recommendation: 1) Approve the selection of Siemens Industry Inc. for performing the preventive maintenance on two circuit switchers in the amount not-to-exceed $21,180; and 2) authorize the Director of Utilities to award the maintenance contract to Siemens subject to final review by legal counsel. 9. Approval of Landscape and Irrigation Maintenance Contract. Recommendation: Approve the award of landscape and irrigation maintenance contract for Azusa Light & Water facilities to Marina Landscape Inc. in the amount of$96,372 for three years ($32,124 per year). 2 E. SCHEDULED ITEMS 1. Approval of Agreement with San Gabriel Valley Municipal Water District for Supplemental Water Supply to Hsu-Canyon Water Filtration Plant. Recommendation: Approve the attached"Water Supply Agreement" between the City of Azusa and the San Gabriel Valley Municipal Water District and authorize execution by the Director of Utilities. 2. Approval of Rate Schedule "EV" Establishing an Off-Peak Charging Discount for Electric Vehicles. Recommendation: Adopt the following resolution approving Schedule "EV" to establish an off-peak discount for charging electric vehicles by residential customers. A RESOLUTION OF THE CITY COUNCIL AND UTILITY BOARD OF THE CITY OF AZUSA, CALIFORNIA, APPROVING ELECTRIC UTILITY RATE SCHEDULE EV TITLED "ELECTRIC VEHICLE OFF-PEAK CHARGING DISCOUNT" TO ENCOURAGE OFF-PEAK CHARGING OF ELECTRIC VEHICLES BY RESIDENTIAL CUSTOMERS. F. STAFF REPORTS/COMMUNICATIONS 1. A Short History of the Committee of Nine 2. San Juan Project Update(Verbal) 3. My Waste App Update 4. E-Box Update(Verbal) G. ADJOURNMENT 1. Adjournment. "In compliance with the Americans with Disabilities Act, if you need special assistance to participate in a city meeting, please contact the City Clerk at 626-812-5229. Notification three (3) working 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." "In compliance with Government Code Section 54957.5, agenda materials are available for inspection by members of the public at the following locations: Azusa City Clerk's Office - 213 E. Foothill Boulevard, Azusa City Library- 729 N. Dalton Avenue, and Azusa Light& Water-729 N.Azusa Avenue,Azusa CA." 3 AZUSA * LIGHT & WATER CONSENT CALENDAR TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD FROM: GEORGE MORROW, DIRECTOR OF UTILITIES DATE: OCTOBER 22, 2012 SUBJECT: APPROVAL OF SAN JUAN UNIT 3 FIRMING ARRANGEMENT BETWEEN AZUSA AND ARIZONA PUBLIC SERVICE (APS). RECOMMENDATION It is recommended that the Utility Board authorize Staff to renew the firming arrangement for San Juan Unit 3 with Arizona Public Service (APS) and authorize the Director of Utilities to execute the final agreement with APS. BACKGROUND Since 1998, Azusa has been actively managing its power resources, to include optimization of deliveries and forward mitigation of contingencies. Due to the operational nature of the San Juan and importance of San Juan energy and associated capacity to Azusa, the utility has "firmed" San Juan delivery arrangements since 2004. The major objective of a firming arrangement is to convert a "generator contingent" (dependent)/ unit commitment power into a Western Systems Power Pool (WSPP) "system firm"/firm capacity & energy (non-contingent) power. Such arrangements improve operational stability, provide for delivery certainty and enhance cost stability of our resource portfolio. Our current contractual arrangement for San Juan energy firming with APS will expire at the end of 2012. Accordingly, Staff has inquired with several companies about the possibility of San Juan firming in 2013 - only APS showed interest. As a result, Staff proceeded with development of a potential San Juan firming arrangement with APS for calendar 2013. Under the terms of this proposed transaction, Azusa will pay APS a fee in the amount of $1.85/MWh for Q3 and $1.70/MWh for Q1, Q2 and Q4 for each firmed MWH. The replacement power, when needed, shall be priced at Intercontinental Exchange Index (ICEI) Palo Verde index + 1.05 $/MWH in Q3 and ICEI Palo Verde index + 0.85 $/MWH for Q1, Q2, and Q4. It should be noted that there are provisions for substantial operational flexibility — a 30 day "no fault" unilateral termination clause and a monthly determination of firmed generation level. Aped,. 10/??-/2-0 frt 015 San Juan Firming Arrangement October 22, 2012 Page 2 FISCAL IMPACT Funds are budgeted for January 1, 2013 through June 30 2013 and will be budgeted for July 1, 2013 through December 31, 2013 accordingly. Prepared by: Yarek Lehr, Assistant Director of Resource Management Attachment: Azusa Energy Exchange 10-18-12_i oI6 D 0a ps APS Contract NRo. AFT Energy Exchange Confirmation between Arizona Public Service Company and City of Azusa October _, 2012 The following terms and conditions shall govern the agreement made (Transaction Date), between Arizona Public Service Company ("APS") and City of Azusa ("Azusa"). APS and Azusa enter into this Energy Exchange Confirmation (the"Agreement") pursuant to and in accordance with the WSPP Agreement to which APS and Azusa are signatories, as of the date first written above. Terms used but not defined herein shall have the meanings set forth in the WSPP Agreement. In consideration of the premises and the agreements contained herein, the Parties agree as follows: Party A: Azusa Party B: APS Effective Date: In accordance with the Federal Energy Regulatory Commission's ("FERC")Order in Puget Sound Energy, Inc., 138 FERC 1161,121 (2012), APS must submit this Agreement to FERC for approval because the Agreement represents a simultaneous exchange where one point of receipt or delivery is within or on the border of the APS transmission system. Each Party's obligations under this Agreement are expressly contingent on FERC approval, which approval APS deems acceptable in all respects to APS in its sole discretion("FERC Approval"). APS will notify Azusa within five(5) business days after it receives FERC Approval, in which event the Party's obligations under this Agreement shall remain in full force and effect as of the date of FERC Approval established by APS in such notice(the"Effective Date"); provided, however, that since the Agreement shall not be effective until APS receives FERC Approval, in the event that APS does not receive FERC Approval and specify an Effective Date that is on or before January 1, 2013, then the beginning date of the Term shall automatically and without further action by the Parties be suspended until such time as APS provides notice of FERC Approval and the Parties promptly amend the beginning date of the Term to be the Effective Date. In the event that FERC Approval of the Agreement is not granted, then upon written notice by APS to Azusa notifying Azusa of the same, this Agreement shall automatically terminate as of the date of such notice without further action by either Party, in which case neither Party shall have any further liability or obligation to the other Party hereunder. Product: Party A-WSPP Service Schedule B— unit contingent delivery. Azusa will deliver 29 MW of unit commitment energy from San Juan Unit#3; Party B -WSPP Service Schedule C—firm energy delivery. APS will deliver 29 MW of firm energy at Palo Verde 500kV. Term: January 1, 2013— December 31, 2014, excluding periods of planned San Juan 3 outages, subject to the FERC Approval contingency specified in the "Effective Date" provision. Planned outage(s). if any, shall be communicated by Azusa to APS at least 60 calendar days prior to the outage. Page 1 of 4 H:\CONTRACT ADMINISTRATION\Power Sales\City of Azusa\DRAFT APS-City of Azusa Energy Exchange Confirmation(10.01.12).docx 017 DRAFT APS Contract No. Service Fee: Azusa will pay APS a fee in the amount of$1.85/MWh for Q3 and $1.70/MWh for Q1, Q2 and Q4 for all 29 MW, as described below, 24 hours per day for the Term of this transaction. Party A-Delivery Obligations Provider: Azusa Recipient: APS Quantity: Azusa will notify APS of the specific monthly exchange amount, not to exceed 29 MW per hour, no later than 5 business days before the start of the prompt month. The monthly specified amount shall remain unchanged for all hours in the specified month. Azusa's once a month notification shall be made to the APS Day-Ahead Trading desk at(602)250- 4511. Hours: On-Peak hours: 6x16, HE 0700 through HE 2200 (PPT) Monday thru Saturday (16 hours each day), excluding Sundays and NERC holidays. Off-Peak hours: 6x8 + 1x24; HE 2300 through HE 0600 (PPT) Monday through Saturday (8 hours each day)and HE 0100 through HE 2400(PPT)Sundays and NERC Holidays (24 hours each day). Product Type: WSPP Service Schedule B—unit contingent. Delivery Points: APS may choose between San Juan 345kV, Westwing 500kV, or Palo Verde 500kV via resource contingent transmission per the Tucson Electric Power Company ("TEP") and Century Power Corporation Interconnection Agreement, dated October 7, 1992, Section C.6 (APS' sole daily option), and Four Corners 345 kV contingent upon TEP's rights and ability to deliver to Four Corners 345 kV. Environmental Impact Provision: The sole purpose of this energy exchange is to firm a unit commitment resource, and Azusa shall take no action whatsoever that shall affect APS's facility-specific, unit-specific or system emission factor as determined by the California Air Resources Board for purposes of implementing its Mandatory Greenhouse Gas Emissions Reporting and Greenhouse Gas Cap-and-Trade programs. Azusa is solely responsible for all taxes, fees, assessments, and costs of any kind imposed by any Government Authority arising out of this Agreement, including, without limitation, fees assessed as a result of a tax on greenhouse gas emissions, costs associated with allowance purchase requirements under a greenhouse gas cap-and-trade program, and costs incurred as a result of source-specific carbon regulations. For purposes of this Agreement, "Government Authority" means any federal, state, local, or municipal government body; any governmental, quasi-governmental, regulatory, or administrative agency, commission, body, or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, policy, regulatory, or taxing authority or power; or any court or governmental tribunal. Special Conditions: Azusa will notify TEP that APS will be scheduling Azusa's specified exchange amount per hour San Juan Unit 3 supply entitlement on a daily basis for the Term and will retain Azusa's delivery point flexibility. APS shall schedule Azusa's San Juan Unit 3 output directly with TEP. The Parties shall notify each other as soon as practicable of any interruption or curtailment of San Juan Unit 3 affecting this transaction. Azusa should notify APS by calling 602-250-3585 and APS should notify Azusa by calling 626-812-5138. Page 2 of 4 H:\CONTRACT ADMINISTRATION Power Sales\City of Azusa\DRAFT APS-City of Azusa Energy Exchange Confirmation(10.01.12).c(pch DRAFT APS Contract No. It is further understood that energy deliveries to Westwing 500 kV, Four Corners 345, or Palo Verde 500 kV are solely from San Juan Unit 3, (i.e., if San Juan Unit 3 is de-rated or forced out, such deliveries shall be adjusted in accordance with such de-rates or forced outages, and the underlying transmission from San Juan bus to Palo Verde 500 kV, Four Corners 345, or Westwing 500 kV cannot be used for any other resource). Curtailments: Azusa can curtail energy deliveries to APS in the event of a unit outage or de-rate at San Juan Unit 3. Curtailments may not occur for economic reasons. Scheduling: Scheduling will be done on a day-ahead prescheduled basis per WECC trading timelines. APS will coordinate with Azusa any scheduling, tagging, and unit de-rates related to San Juan Unit 3. APS will perform generator and control area checkouts for day-ahead, hour- ahead, and real-time schedule changes and prepare necessary tagging changes. APS will notify Azusa on a daily basis of any prior day San Juan Unit 3 de-rates to facilitate accounting for replacement energy costs and reconciliation. Both parties will schedule for all hours and all amounts, no partial amounts or hours will be allowed, except as set forth in Curtailments below. Replacement Cost: In the event San Juan Unit 3 is de-rated or trips offline, Azusa will reimburse APS for replacement energy in Q3 at the ICE Day Ahead Power Price Report for Palo Verde Hub ("ICEI@PV") plus $1.05/MWh,for the respective On/Off-Peak index for the delivery day, for megawatts not made available to schedule 45 minutes prior to the respective operating hour or for megawatts not generated. Azusa will reimburse APS for replacement energy in Q1, Q2 and Q4 at ICE Day Ahead Power Price Report for Palo Verde Hub ("ICEI@PV") plus $0.85/MWh, for the respective On/Off-Peak index for the delivery day, for megawatts not made available to schedule 45 minutes prior to the respective operating hour or for megawatts not generated. The Replacement Price calculation is as follows for Q3: MW not generated X (Applicable ICEI@PV + $1.05/MWh). The Applicable ICEI@PV is defined as follows: (i) for Monday through Saturday (excludes NERC holidays) use the ICEI@PV respective On/Off-Peak index; and (ii)for Sundays and NERC holidays use the ICEI Off-Peak index. In the event the ICE Index for Palo Verde is no longer published and made available, the parties will utilize a mutually agreed upon substitute index. Timely Checkouts: To ensure timely checkouts of the amount of San Juan Unit 3 provided and the replacement energy purchased by Azusa, the Parties shall attempt to check out once a week. The Parties shall endeavor to use a common format for check out purposes and try to resolve any discrepancies as soon as practicable. Party B—Delivery Obligations Provider: APS Recipient: Azusa Quantity: Azusa will notify APS of the specific monthly exchange amount, not to exceed 29 MW per hour, no later than 5 business days before the start of the prompt month. The monthly specified amount shall remain unchanged for all hours in the specified month. Azusa's once a month notification shall be made to the APS Day-Ahead Trading desk at(602) 250- 4511. • Page 3 of 4 H:\CONTRACT ADMINISTRATION\Power Sales\City of Azusa\DRAFT APS-City of Azusa Energy Exchange Confirmation(10.01.12).docx9 DRAFT APS Contract No. Hours: On-Peak hours: 6x16, HE 0700 through HE 2200 (PPT) Monday thru Saturday (16 hours each day), excluding Sundays and NERC holidays. Off-Peak hours: 6x8 + 1x24; HE 2300 through HE 0600 (PPT) Monday through Saturday (8 hours each day)and HE 0100 through HE 2400 (PPT)Sundays and NERC Holidays (24 hours each day). Product Type: WSPP Service Schedule C—firm energy. Delivery Points: Palo Verde 500kV Curtailments: In the event of a curtailment, APS will be obligated to pay damages pursuant to Service Schedule C of the WSPP Agreement. Scheduling: Pre-scheduling shall be exchanged for all deliveries of energy, including identifications of receiving and generating control areas under this Energy Exchange Confirmation by 11:00 a.m. Pacific Prevailing Time ("PPT") on the last work day observed by both Parties prior to the scheduled date of delivery. Other Terms and Conditions Monthly Settlement: Unless otherwise agreed to by both parties, this Energy Exchange Confirmation will settle both the Service Fee and Replacement Cost pursuant to the settlement provisions in the WSPP Agreement. Early Termination- Parties may either individually or mutually terminate this agreement by submitting a 30 day written termination notice to the other Party or mutually agree to terminate on an agreed to date, provided that such mutually agreed to termination date shall not be earlier than 30 days from the date the agreement to mutually terminate is reached. Notices: All written notices under this Energy Exchange Confirmation shall be deemed properly sent if delivered in person or sent by facsimile, or registered or certified mail, postage prepaid to persons specified below: Other Than Confirmations of Transactions: If to Azusa: If to APS: City of Azusa Light&Water Arizona Public Service Company 729 North Azusa Avenue 400 North Fifth Street, Mail Sta. 9860 City of Azusa, CA 91702 Phoenix,AZ 85004 Attn: Assistant Director of Resource Mgt. Attn: Contracts Leader Fax: 626-334-3163 Fax: 602-371-5256 Confirmations of Transactions: If to Azusa: If to APS: Telephone: 626-812-5138 Telephone: 602-250-2341 Payments: All payments shall be made by electronic wire transfer as follows: To Azusa: To APS: Wells Fargo Bank Wells Fargo Bank ABA#: 102000076 ABA#: 121000248 Page 4 of 4 H:\CONTRACT ADMINISTRATION\Power Sales\City of Azusa\DRAFT APS-City of Azusa Energy Exchange Confirmation(10.01.12).docx 020 DRAFT APS Contract No. Account No. 4950041244 Account No. 4159540921 Governing Law: This Energy Exchange Confirmation shall be governed by and shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of laws. Confidentiality: All terms and conditions described in this proposal are confidential between APS and Azusa. The Parties' execution of this Energy Exchange Confirmation shall acknowledge its agreement to these terms and conditions. Please return a copy via facsimile to (602) 371-5256, to the attention of the Confirmations Administrator. Page 5 of 4 H:\CONTRACT ADMINISTRATION\Power Sales\City of Azusa\DRAFT APS-City of Azusa Energy Exchange Confirmation(10.01.12).docx 021 c)14-kg., AZUSA , nut x we.rry CONSENT CALENDAR TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE • . A UTILITY BOARD FROM: GEORGE F. MORROW, DIRECTOR OF UTILITIES DATE: OCTOBER 22, 2012 SUBJECT: APPROVE SELECTION OF SIEMENS INDUSTRY INC. FOR PERFORMING PREVENTIVE MAINTENANCE ON TWO SF6 CIRCUIT SWITCHERS RECOMMENDATION It is recommended that the Utility Board: 1) Approve the selection of Siemens Industry Inc. for performing the preventive maintenance on two circuit switchers in the amount not to exceed $21,180; and 2) Authorize the Director of Utilities to award the maintenance contract to Siemens subject to final review by legal counsel. BACKGROUND Azusa Light & Water owns and operates two high voltage Siemens circuit switchers located inside the Kirkwall Substation. The Electric Division uses these circuit switchers to energize and de-energize the in-coming high voltage line serving the substation power transformers. The circuit switcher contains sulfur-hexafluoride gas (Sf6). This type of gas is classified for mandatory reporting to the California Air Resources Board (CARB) as part of new environmental regulations. Starting 2012, owners of Sf6 type of equipment will need to submit a Sf6 emission report to CARB. The circuit switchers have been in operation for more than 7 years and as part of a routine preventive maintenance in conjunction with the Sf6 gas emission reporting, staff solicited a maintenance proposal from the equipment manufacturer (Siemens) who is familiar with the circuit switcher and also in handling the Sf6 gas when maintenance is performed. Siemens' proposal is attached to this report for reference. 036 Siemens Circuit Switcher October 22, 2012 Page 2 Staff is recommending that the Utility Board approve the selection of Siemens Industry Inc. and authorize Director of Utilities to award maintenance contract to Siemens in the amount not to exceed $21,180 subject to review of contract by legal counsel. Award is made pursuant to the Azusa Municipal Code Section 2-523(d), no competitive market. FISCAL IMPACT Substation maintenance work is covered under the Electric Division Operating Budget under Account# 6493 and sufficient funds are available. Prepared by: F.Langit Jr., Assistant Director—Electric Operations Dan Kjar, Electric Distribution Supervisor 037 AZUSA LIGHT & WATER 729 N. Azusa Ave, Azusa, CA 91702 PM 2 - Siemens Circuit Switchers Type CPV2-72.5-40-1 Siemens Proposal No: 2LAE-2012-09-01 ES tr�,.9nicolts uct�an °Pe,.. t- ,,,,5,-V4 a :.' P/P_IC4):41" "'"3-, _ i'ti41:7 -feix . `le Ili '%I • 000 ptx ,3se MQderol-/- The information presented in this document is the exclusive intellectual property of Siemens Industry, Inc. It is provided for the sole purpose of evaluating Siemens capability, products and services for engineering, procurement, and construction of customers systems and facilities. This document shall not be disclosed or forwarded to others without the express written consent of Siemens and must be returned upon request. 038 Siemens Industry, Inc. Table of Contents Rem Page Scope of work 3 Clarification 5 Pricing 6 Siemens Contact Information 8 Page 2 of 6 039 Siemens Industry,Inc. Sep 27th,2012 Azusa Light&Water. 729 N.Azusa Ave Azusa,CA 91702 T:310-387-4521 Attn: Federico Langit T:626-812-5213 F:626-334-3163 flangit@ci.azusa.ca.us Subject: PM 2—Siemens Type CPV2-72.5-40-1 Circuit Switchers Siemens Proposal 2LAE-2012-09-01 ES Scope of Work: Siemens Industry,Inc.appreciates the opportunity and pleased to submit this proposal to PM 2— Siemens Type CPV2-72.5-40-1 Circuit Switchers This proposal includes all tools,test apparatus,associated equipment,and the transportation of men and equipment to and from customer's premises. The scope of PM will be the following: • Isolate the Switchers from utility—Azusa Light and Water to open primary switch and lock out Switchers • Clean the bushings and then perform a Doble Test of the Switcher and bushings. • Ductor test(Contact resistance measurement) • PM the operating mechanism and perform a timing test of the breaker • Test Switcher operation thru trip of each protective relay • Provide test report of work completed and condition of breaker Notes: 1- The PM will be performed according to the factory manual. 2- This proposal is based upon Azusa Light and Water providing a fork lift if needed to clean the bushing or to hook up the Doble cable to perform the power factor tests 3- We will check for the amount of SF6 gas by taking pressure and temperature readings and converting those readings into the amount of SF6 gas that is contained in the circuit breaker. Siemens will top off each circuit switcher with additional SF6 gas. SF6 gas is to be supplied by customer. 4- Our plan does not include the use of an SF6 gas cart. We have one in our office in Concord, CA. We should not need it since we will measure SF6 gas quantity by pressure and temp. We do not need the gas cart to add SP6 gas for topping off purposes. If you want us to have the gas cart here for this job,add$1,800.00 to our price. Page 3 of 6 040 Siemens Industry, Inc. Clarifications 1) This Proposal is based upon the following schedule: a. Work is based upon performing this work during normal working hours M-F 7:00 AM to 4:00 PM 2) This Siemens Industry, Inc. proposal includes all tools, test apparatus, associated equipment, and the transportation of men and equipment to and from customer's premises. 3) Unless specifically stated within our proposal, additional repairs to equipment and replacement of parts or equipment, is not included. Any such repairs or replacement will be negotiated separately and invoiced over and above the base contract price. 4) Extensive delays due to circumstances beyond the control of the Siemens field personnel will be subject to additional billing. 5) If necessary, customer is to provide an auxiliary source of 120 volt, 60 hertz, single-phase power (30 amperes) for lights, vacuum cleaner, and test equipment. 6) Provide free and clear access to the equipment. 7) Perform all necessary electrical switching and isolation, if required. 8) Siemens requires a minimum of two weeks' notice prior to mobilization for scheduling of Engineers and Test Equipment. 9) This Siemens Proposal is subject to the Terms and Conditions as stated in Siemens Terms and Conditions (Electrical Services) Pricing: Total Price to PM 2 — 72.5 kV Siemens SF6 Switchers is: $ 21,180.00 This offer is valid for 30 days from the date of this letter unless otherwise extended, modified, or withdrawn, in writing, by Siemens and limits acceptance to the terms set forth herein. Should you as a customer choose to accept our offer please forward your purchase order and instructions to the following: Siemens Industry, Inc. Page 4 of 6 041 Siemens Industry, Inc. Building Technologies Division 10775 Business Center Drive Cypress, CA 90630 Please state in your PO that your order is in accordance to: Siemens Proposal Number: 1LAE-2012-08-02ES By providing us the information below, we can secure resources and start necessary work in order to start this proposed work. PO Number By (Signature) Date Name (Please Print) • To facilitate prompt order processing, Purchase Orders should include all of the following: 1 . Purchase Order number or reference number 2. Customer's legal entity name and bill to address 3. Verbiage referencing this Quote or proposal number: "Per your Quote / Proposal Number" 4. $ value , noting agreement of payment 5. Payment Terms (as stated in this quote) 6. Authorized contact name and phone number Confidentially Clause: This document includes confidential business data that shall not be disclosed outside of Siemens and shall not be duplicated, used, or disclosed - in whole or in part - for any purpose other than that which is authorized specifically by Siemens. Reservation Clause: Purchaser acknowledges that Siemens is required to comply with applicable export laws and regulations relating to the sale, exportation, transfer, assignment, disposal and usage of the Work, Equipment, and/or, Services provided under the Contract, including any export license requirements. Purchaser agrees that such Work, Equipment, and/or, Services shall not at any time directly or indirectly be used, exported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with such applicable export laws and regulations. It shall be a condition of the continuing performance by Siemens of its obligations hereunder that compliance with such export laws and regulations be maintained at all times. PURCHASER AGREES TO INDEMNIFY AND HOLD SIEMENS HARMLESS FROM ANY AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND FINES RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS. Page5of6 042 Siemens Industry, Inc. Siemens Contact Information Thank you for the opportunity to be of service and for your confidence in Siemens Industry, Inc. If you have any questions or require additional information, please call me at 909-238-2778 - Cell. Respectfully, Razedaee etaftv Randall Clary Senior Sales Executive Siemens Industry, Inc. Cities & Infrastructure Sector Building Technologies Division 10775 Business Center Drive Cypress, CA 90630 909-238-2778— Cell randall.clary(a?siemens.corn Attachments: Example Test Forms for Scope of Work Siemens Terms & Conditions of Sale (Electrical) Page 6of6 043 SIEMENS High-Voltage SF6 Circuit Breakers Visual and Mechanical Inspection ❑ Inspect physical and mechanical condition. ❑ Inspect anchorage and grounding. ❑ Inspect and service operating mechanism and SF6 and gas insulated system in accordance with manufacturer's published data. ❑ Test for gas leaks in accordance with manufacturer's published data. ❑ Verify correct operation of all air and SF6 gas pressure alarms and cutouts. ❑ Slow close/open breaker and check for binding. o Perform time-travel analysis. ❑ Inspect exposed bolted electrical connections for high resistance using one of the following methods: ❑ Use of low-resistance ohmmeter. o Verify tightness of accessible bolted electrical connections by calibrated torque-wrench method in accordance with manufacturer's published data. ❑ Clean unit prior to testing unless as-found and as-left tests are required. ❑ Lubrication ❑ Verify appropriate lubrication on moving and sliding surfaces. ❑ Record as-found and as-left counter operations. Electrical Tests ❑ Perform a contact-resistance test. O Perform resistance measurements through exposed bolted connections with a low-resistance ohmmeter,if applicable. ❑ Perform insulation-resistance test at 500 volts dc on all control wiring. For units with solid-state components,follow manufacturer's recommendations. ❑ Perform dissipation-factor/power-factor tests on breaker and bushings. ❑ Verify trip,close,trip-free and anti-pump functions. ❑ Trip circuit breaker by operation of each protective device. SPM-K-SIS REV 0 10/23/2002 044 ELECTRICAL SERVICES CONTRACT TERMS AND CONDITIONS or materially changed operating conditions, hours of usage, system Article 1: General malfunctions or building alterations that may affect the Services;(c) provide 1.1 (a)These Electrical Services Contract Terms and Conditions are attached the access to any site where Services are to be performed; or (d) operate, to, and made part of the Proposal, Advantage Services Agreement, or other service or maintain the Covered Equipment in accordance with manufacturer's document as the case may be,in which these Contract Terms and Conditions or supplier's instructions or this Agreement. After any of the aforesaid events are incorporated, (the "Document") that, when approved in writing by the Siemens may terminate or suspend services under this Agreement immediately, Customer and accepted by an authorized representative of Siemens shall upon giving notice to Customer. constitute the entire, complete and exclusive contract (the "Agreement") to 3.3 Any repairs and replacements of Covered Equipment as may be expressly implement the services identified in the Document (the "Work" or"Services") included in the Services are limited to restoring the proper working condition of and shall supersede and cancel all prior agreements and understandings, such Covered Equipment.Siemens will not be obligated to provide replacement written or oral,relating to the subject matter thereof. In the event of any conflict Covered Equipment that represents significant capital improvement compared between the other sections of the Document and these Electrical Services to the original. Exchanged or removed components become the property of Contract Terms and Conditions,these Electrical Services Contract Terms and Siemens, except Hazardous Materials, which under all circumstances remain Conditions shall control. the property and responsibility of Customer. (b) Neither party may assign the Agreement or any rights or obligations 3.4 Unless agreed otherwise, Services do not include and Siemens is not hereunder without the prior written consent of the other except that either party responsible for: (a)service or provision of consumable supplies,including but not may assign this Agreement to its affiliates and Siemens may grant a security limited to batteries and halon cylinder charging;(b)reinstallation or relocation of interest in the proceeds to be paid to Siemens under this Agreement; assign Covered Equipment; (c) painting or refinishing of Covered Equipment or proceeds of the Agreement; and/or use subcontractors in performance of the surrounding surfaces; (d) changes to Services; (e) parts, accessories, Services. The terms and conditions of this Agreement shall not be modified or attachments or other devices added to Covered Equipment but not furnished rescinded except in writing,with the prior approval of the Legal Departments of by Siemens;(f)latent defects in the Covered Equipment that cannot normally Siemens and Customer and signed by duly authorized officers or managers of be discovered through the provision of the Services or (g) failure to Siemens and Customer. continually provide suitable operating environment including, but not limited (c) Nothing contained in this Agreement shall be construed to give any rights or to, adequate space, ventilation, electrical power and protection from the benefits to anyone other than the Customer and Siemens without the express elements. Siemens is not responsible for services performed on any Covered written consent of both parties. All provisions of this Agreement allocating Equipment other than by Siemens or its agents. responsibility or liability between the parties shall survive the completion of the 3.5 The Services shall be performed in a manner consistent with the degree of Services and termination of this Agreement. care and skill ordinarily exercised by persons performing the same or similar (d)Certain terms and conditions contained herein may not apply to the Services Services in the same locale under similar circumstances and conditions. to be provided hereunder. It is the intent of the parties, however, that the 3.6 Siemens shall perform the Services during its local,normal working hours, interpretation to be given to the terms and conditions is to apply all terms and unless otherwise stated in this Agreement. conditions unless clearly inapplicable given the type of Services included. 3.7 Siemens is not required to conduct safety or other tests,install or maintain 1.2 This Agreement shall be governed by and enforced in accordance with the any devices or equipment or make modifications or upgrades to any equipment laws of the State of Illinois. Any litigation arising under this Agreement shall be beyond the scope of this Agreement. Any request to change the scope or the brought in the State or Commonwealth in which the Services are provided to nature of the Services must be in the form of a mutually agreed change order, Customer. TO THE EXTENT PERMITTED BY LAW, THE PARTIES WAIVE effective only when executed by all parties hereto. ANY RIGHT TO A JURY TRIAL ON MATTERS ARISING OUT OF THIS 3.8 All reports and drawings specifically prepared for and deliverable to AGREEMENT. Customer pursuant to this Agreement("Deliverables")shall become Customer's 1.3 AFTER THE EXPIRATION OF THE INITIAL TERM,THIS AGREEMENT property upon full payment to Siemens. Siemens may retain file copies of such SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE ONE YEAR PERIODS Deliverables. All other reports, notes, calculations, data, drawings, estimates, BEGINNING ON THE ANNIVERSARY DATE OF THE INITIAL TERM UNLESS specifications,manuals,other documents and all computer programs,codes and STATED OTHERWISE IN THE AGREEMENT. computerized materials prepared by or for Siemens are instruments of Siemens' 1.4 Either party may terminate this Agreement at the end of the Initial Term or at work("Instruments")and shall remain Siemens property. Siemens conveys no the end of a renewal term by giving the other party at least sixty(60)days prior license to software unless otherwise expressly provided in this Agreement. written notice of such intent not to renew. All Deliverables and Instruments provided to Customer are for Permitted Users' 1.5 If, during or within 90 days after the term of this Agreement, Customer use only for the purposes disclosed to Siemens,and Customer shall not transfer engages any Siemens employee who has performed Services under this or any them to others or use them or permit them to be used for any extension of the other agreement between Customer and Siemens,Customer shall pay Siemens Services or any other purpose, without Siemens'express written consent. Any an amount equal to the employee's latest annual salary. reuse of Deliverables or Instruments for other projects or locations without Article 2: Covered Equipment the written consent of Siemens, or use by any party other than Permitted 2.1 "Covered Equipment"shall mean that equipment expressly identified in Users, will be at Permitted Users' sole risk and without liability to Siemens; the Document. The Customer represents that at the commencement of this and, in addition to any other rights Siemens may have, Customer shall Agreement all Covered Equipment is in satisfactory working condition and indemnify, defend and hold Siemens harmless from any claims, losses or complies with all applicable codes. damages arising therefrom. 2.2 If removal of any Covered Equipment from coverage would compromise or 3.9 Customer acknowledges that Siemens, in the normal conduct of its impair the integrity or the compliance with law of any system or Services, and business, may use concepts, skills and know-how developed while Customer fails to take corrective action, then Siemens may terminate this performing other contracts. Customer acknowledges the benefit which may Agreement without further obligation and retain all monies received pursuant to accrue to it though this practice,and accordingly agrees that anything in this this Agreement. Agreement notwithstanding Siemens may continue, without payment of a 2.3 All testing and inspection of any Covered Equipment provided for in this royalty,this practice of using concepts,skills and know-how developed while Agreement will be performed at the time and place and in the manner deemed performing this Agreement. appropriate by Siemens, in accordance with applicable law and the Article 4: Responsibilities of Customer requirements of then current National Fire Protection Association ("NFPA") 4.1 Customer,without cost to Siemens,shall: guidelines if applicable, and other relevant standards. Customer is solely (a) Designate a contact person with authority to make decisions for Customer responsible for,and hereby indemnifies and holds Siemens harmless from and regarding the Services and provide Siemens with information sufficient to against,any liability arising from Customers specification of a testing schedule contact such person in an emergency. If such representative cannot be other than then current NFPA or other applicable standards or laws. reached,any request for Services received from a person located at Customers 2.4 If the Covered Equipment is altered or moved by any person, including site will be deemed authorized by Customer,and Siemens will,in its reasonable Customer, other than Siemens or a person authorized by it, Customer shall discretion,act accordingly; immediately notify Siemens in writing, and Siemens reserves the right to (b) Provide or arrange without cost all reasonable provisions, means and perform a reacceptance test on, or, if necessary, a recommissioning of the access for Siemens to any site where Services are to be performed and to the system at Customers expense. Reacceptance tests will be performed in Covered Equipment; accordance with then current NFPA or other applicable requirements, and (c) Permit Siemens to control and/or operate all controls,systems,apparatus, charged on a time and materials basis. equipment and machinery necessary to perform the Services; Article 3: Services by Siemens (d) Furnish Siemens with all available information pertinent to the Services; 3.1 Siemens shall only perform the Services identified in this Agreement. (e) Obtain and furnish to Siemens all approvals, permits and consents from 3.2 Siemens shall have no liability or obligation to continue providing Services government authorities and others as may be required for performance of the in the event Customer fails to (a) authorize a reacceptance test or Services except for those Siemens has expressly agreed in writing to obtain; recommissioning that Siemens reasonably deems necessary; (b) notify (f) Maintain the Services site in a safe condition; notify Siemens promptly of Siemens of any modifications or changes to the Covered Equipment or unusual any site conditions requiring special care; and provide Siemens with any Siemens Industry,Inc.,Building Technologies Division Electrical Services 2011 045 available documents describing the quantity,nature,location and extent of such shall accrue as aforesaid,from the date due until paid,to the extent that such conditions; amounts are finally determined to be payable to Siemens. (g) Comply with all laws and provide any notices required to be given to any 5.4 Except to the extent expressly agreed in this Agreement,Siemens'fees do government authorities in connection with the Services, except such notices not include any taxes,excises,fees,duties,permits or other government charges Siemens has expressly agreed in this Agreement to give; related to the Services.Customer shall pay such amounts or reimburse Siemens (h) Provide Siemens with Material Safety Data Sheets(MSDS)conforming to for any amounts it pays. If Customer claims a tax exemption or direct payment OSHA requirements related to all Hazardous Materials at the site which may permit, it shall provide Siemens with a valid exemption certificate or permit and impact the Services; indemnify, defend and hold Siemens harmless from any taxes, costs and (i) Furnish to Siemens any contingency plans related to the site; penalties arising out of same. 0) Furnish the specified operating environment, including without limitation, 5.5 Unless agreed otherwise,the pricing for each year after the Initial Term of suitable,clean,stable,properly conditioned electrical power and other utilities; the Agreement and each year of each renewal of the Agreement shall be (k) Maintain all Covered Equipment in good working order in compliance with determined as the immediate prior year price plus a price escalator based all applicable laws and service, repair and replace all Covered Equipment as upon the U.S. Department of Labor, Bureau of Labor Statistics Urban necessary;and, Consumer Price Index-All Urban Consumers U.S. All items, 1982— (I) Perform inspections and tests as indicated in the Life Safety System 1984=100("CPI-U"). In addition, each renewal term pricing shall be adjusted Logbook and record same in the Life Safety System logbook, for any additions or deletions to Services selected for the renewal term.The 4.2 Unless contrary to applicable law or regulation, Customer acknowledges price escalator shall be the latest semi-annual CPI-U identified above that the technical and pricing information herein is proprietary to Siemens and published prior to each annual anniversary.This escalator shall be applicable agrees not to disclose or otherwise make it available to others. to each annual term,whether a renewal term or an annual term after the first 4.3 Customer acknowledges that it is now and shall be at all times in control of year of the Initial Term. the Services site.Siemens shall not have any responsibility,duty or authority to Article 6: Changes;Delays;Excused Performance direct, supervise or oversee any employees or contractors of Customer or their 6.1 As the Services are performed, conditions may change or circumstances work or to provide the means,methods or sequence of their work or to stop their outside Siemens' reasonable control (such as changes of law) may develop work. Siemens'work and/or presence at a site shall not relieve others of their which require Siemens to expend additional costs,effort or time to complete the responsibility to Customer or to others. Except as expressly provided herein, Services, in which case Siemens shall notify Customer and an equitable Siemens is not responsible for the adequacy of the health, safety or security adjustment made to the compensation and time for performance. In the event programs or precautions related to Customer's or it other contractors'activities or conditions or circumstances require Services to be suspended or terminated, operations;the work of any other person or entity;or Customer's site conditions. Siemens shall be compensated for Services performed and for costs reasonably Siemens is not responsible for inspecting, observing, reporting or correcting incurred in connection with the suspension or termination. health or safety conditions or deficiencies of Customer or others at Customer's 6.2 Siemens shall not be responsible for loss,delay,injury,damage or failure site.So as not to discourage Siemens from voluntarily addressing such issues,in of performance that may be caused by circumstances beyond its control, the event Siemens does make observations, reports, suggestions or otherwise including but not limited to acts or omissions by Customer or its employees, regarding such issues,Siemens shall not be liable or responsible for same. agents or contractors, Acts of God, war, terrorism, civil commotion, acts or 4.4 Except as expressly stated in this Agreement, Customer is solely omissions of government authorities,fire,theft,corrosion,flood,water damage, responsible for any removal,replacement or refinishing of the building structure lightning, freeze-ups, strikes, lockouts, differences with workmen, riots, or finishes that may be required to perform or gain access to the Services. explosions, quarantine restrictions, delays in transportation, or shortage of 4.5 Customer alone shall act to protect life and property from the time a vehicles, fuel, labor or materials. In the event of any such circumstances, partial or full system failure occurs until Siemens notifies Customer that such Siemens shall be excused from performance of the Services and the time for system is operational or the emergency has been cleared. Customer's performance shall be extended by a period equal to the time lost plus a actions shall include all appropriate interim safety precautions (such as a reasonable recovery period and the compensation equitably adjusted to manual"fire watch"). Siemens shall have no obligation to provide guards,fire compensate for additional costs Siemens incurs due to such circumstances. watch personnel, or other services following a system failure, except Article 7: Warranties;Disclaimers;Limitation of Liability Services as are specifically provided for in this Agreement. 7.1 Labor in performing the Services is warranted to be free from defects in 4.6 Customer shall not attach to the Covered Equipment any device that workmanship for 90 days after the Services are performed. All labor provided interferes with the Services or the proper operation of the Covered by Siemens hereunder found to be defective and otherwise qualifying under this Equipment. warranty shall be re-performed by Siemens. Such re-performance hereunder Article 5: Compensation shall not interrupt or prolong the terms of this warranty. In the event that any 5.1 Annual Fee(s) shall be adjusted for each year after the final year of the such re-performance fails to cure such defects, then Customer's exclusive Initial Term pursuant to the agreed Price Adjustment hereto and incorporated remedy against Siemens for damages from any cause whatsoever,whether in herein, Unless otherwise agreed in writing,this Agreement is not cancelable and contract or tort, shall not exceed an amount equal to the limitation set forth in the annual fee is not refundable except as provided herein. Section 7.7 herein. 5.2 Payments to be made under this Agreement will provide for, and be in 7.2 To the extent that new equipment("Equipment")is included as part of the consideration of, only Services specifically included under the scope section of Services under this Agreement, Equipment manufactured by Siemens or the Document. All other Services,including but not limited to the following,shall bearing its nameplate shall be warranted for the earlier of One(1)year from the be separately billed or surcharged on a time and materials basis:(a)emergency date of first beneficial use or from the date of installation. For all other Services performed at Customer's request, if inspection does not reveal any Equipment,Siemens hereby assigns to Customer,without recourse,any and all deficiency covered by this Agreement;(b)Services performed other than during assignable warranties available from any manufacturer or supplier of such Siemens ' normal working hours; and (c) Service performed on equipment not Equipment and will assist the Customer in enforcement of such assigned covered by this Agreement. warranties. 5.3 Siemens shall invoice Customer as provided in this Agreement, or if not 7.3 The limited warranties set forth in Sections 7.1. and 7.2 respectively,will expressly provided, then on an annual basis prior to the agreed start date and be void as to, and shall not apply to, any Services or Equipment(i)repaired, annually thereafter on the anniversary of such start date. Invoices are due and altered or improperly installed by any person other than Siemens or its payable net cash upon receipt unless Customer has applied and been approved authorized representative;(ii)Equipment subjected to unreasonable or improper for credit with Siemens, in which case the invoice is payable within 30 calendar use or storage, used beyond rated conditions, operated other than per days of receipt by Customer or as otherwise set forth in this Agreement. If any Siemens's or manufacturer's instructions, or otherwise subjected to improper payment is not received when due, Siemens may deem Customer to be in maintenance, negligence or accident, by the Customer or others;(iii)damaged breach hereof and may enforce any remedies available to it hereunder or at law, because of any use of the Equipment after the Customer has,or should have including without limitation, acceleration of payments and suspension or knowledge of any defect in the Equipment. termination of Services at any time and without notice, and shall be entitled to 7.4 Any claim under the limited warranties granted above must be made in compensation for Services previously performed and costs reasonably incurred writing to Siemens within thirty(30) days after discover of the claimed defect in connection with the suspension or termination.In the event that any payment unless discovered directly by Siemens. Such limited warranty only extends to due hereunder is not paid when due, Customer agrees to pay, upon demand, Customer and not to any subsequent owner of the Equipment. As to the as a late charge,one and one-half percent(1.5%)of the amount of the payment Equipment,Customer's sole and an exclusive remedy for any Equipment found per month, except as limited by the maximum rate permitted by law of each to be defective during the warranty period is repair or replacement of the parts overdue amount under this Agreement. Customer shall reimburse Siemens' or components found to be defective. costs and expenses (including reasonable attorneys' and witnesses' fees) 7.5 THE EXPRESS LIMITED WARRANTIES PROVIDED ABOVE ARE IN incurred for collection under this Agreement. If Customer disputes any portion or LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, STATUTORY, all of an invoice,it shall notify Siemens in writing of the amount in dispute and the EXPRESS,OR IMPLIED,INCLUDING WITHOUT LIMITATION ALL EXPRESS reason for its disagreement within 21 days of receipt of the invoice. The OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A undisputed portion shall be paid when due,and interest on any unpaid portion PARTICULAR PURPOSE, QUALITY, CAPACITY, OR WORKMANSHIP, ALL Siemens Industry,Inc.,Building Technologies Division Electrical Services 2011 046 EXPRESS OR IMPLIED WARRANTIES AGAINST PATENT to complete the Services, and compensation for delays caused by Hazardous INFRINGEMENTS OR DEFECTS,WHETHER HIDDEN OR APPARENT,AND Materials remediation. In no event shall Siemens be required or construed to EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO COMPLIANCE take title, ownership or responsibility for such Oil or Hazardous Materials. OF THE COVERED EQUIPMENT WITH THE REQUIREMENTS OF ANY Customer shall sign any required waste manifests in conformance with all LAW, REGULATION, SPECIFICATION OR CONTRACT RELATIVE government regulations,listing Customer as the generator of the waste. THERETO,WHICH ARE HEREBY EXPRESSLY DISCLAIMED. 9.3 Customer warrants that,prior to the execution of this Agreement, it shall 7.6 Customer hereby, for it and any parties claiming under it, releases and notify Siemens in writing of any and all Hazardous Materials which to discharges Siemens from any liability arising out of all hazards covered by Customer's best knowledge are present,potentially present or likely to become Customer's insurance, and all claims against Siemens arising out of such present at the Services site and shall provide a copy of any site safety policies, hazards, including any right of subrogation by Customer's insurance carrier, including but not limited to lock-out and tag procedures,chemical hygiene plan, are hereby waived by Customer. MSDSs or other items required to be disclosed or maintained by federal,state, 7.7 WITH RESPECT TO ANY LIABILITY (WARRANTY OR OTHERWISE) or local laws,regulations or ordinances. THAT SIEMENS MAY HAVE UNDER THE AGREEMENT, IN NO EVENT 9.4 Customer shall indemnify, defend and hold Siemens harmless from and SHALL SIEMENS BE LIABLE (INCLUDING WITHOUT LIMITATION, UNDER against any damages,losses,costs, liabilities or expenses(including attorneys' ANY THEORY IN TORTS) FOR ANY LOSS OF USE, REVENUE, fees)arising out of any Oil or Hazardous Materials or from Customer's breach ANTICIPATED PROFITS OR SPECIAL, INDIRECT, INCIDENTAL OR of,or failure to perform its obligations under this Article. CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST Article 10: import/Export Indemnity PROFITS AND/OR LOST BUSINESS OPPORTUNITIES)ARISING OUT OF 10.1 Customer acknowledges that Siemens is required to comply with OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES applicable export laws and regulations relating to the sale, exportation, WHETHER ARISING IN WARRANTY, TORT, CONTRACT , STRICT transfer, assignment, disposal and usage of the Covered Equipment or LIABILITY, OR ANY OTHER THEORY OF LIABILITY, WHETHER, FOR Services provided under the Contract, including any export license WARRANTY, LATE OR NON-DELIVERY OF ANY SERVICES, AND requirements. Customer agrees that such Covered Equipment or Services WHETHER SIEMENS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH shall not at any time directly or indirectly be used,exported,sold,transferred, DAMAGES; and, in any event, Siemens' aggregate liability for any and all assigned or otherwise disposed of in a manner which will result in non- claims, losses or expenses (including attorneys fees) arising out of this compliance with such applicable export laws and regulations. It shall be a Agreement, or out of any Services or Equipment furnished under this condition of the continuing performance by Siemens of its obligations Agreement, whether based in contract, negligence, strict liability, agency, hereunder that compliance with such export laws and regulations be warranty,trespass, indemnity or any other theory of liability, shall be limited, maintained at all times. CUSTOMER AGREES TO INDEMNIFY AND HOLD as liquidated damages, to the greater of $1,000 or 10% of the total SIEMENS HARMLESS FROM ANY AND ALL COSTS, LIABILITIES, compensation received by Siemens from Customer under this Agreement. PENALTIES, SANCTIONS AND FINES RELATED TO CUSTOMER'S NON- Siemens reserves the right to control the defense and settlement of any claim COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS. for which Siemens has an obligation under the warranty hereunder.The parties Article 11: Small Business Concern acknowledge that the price which Siemens has agreed to perform its Services 11.1 Siemens shall adhere to FAR 52.219-8 regarding the "Utilization of and obligations under this Agreement is calculated based upon the foregoing Small Business Concerns", as part of its Commercial Small Business limitations of liability,and that Siemens has expressly relied on,and would not Subcontracting Agreement with the federal government. Siemens'policy is to have entered into this Agreement but for such limitations of liability. offer small business concerns, including small disadvantaged businesses, 7.8 It is understood and agreed by and between the parties that Siemens is women owned small-businesses, HUBZone small businesses, veteran not an insurer and this Agreement is not intended to be an insurance policy owned small businesses and service disabled veteran owned small or a substitute for an insurance policy. Insurance,if any,shall be obtained by businesses, the "maximum practical opportunity"to participate in performing Customer. Fees are based solely upon the value of the Services, and are contracts let by any commercial entity, local government or federal agency, unrelated to the value of Customer's property or the property of others on including subcontracts for subsystems,assemblies,components,and related Customer's premises. services for major systems. Article 8: Limitations of Maintenance or Service Obligations 8.1 Siemens will not be responsible for the maintenance,repair or replacement of,or Services necessitated by reason of: (a)non-maintainable,non-replaceable or obsolete parts of the Covered Equipment,including but not limited to coils,unit cabinets, casings, refractory material, electrical wiring, ,structural supports, etc. unless otherwise specifically stated herein; or (b) negligence, abuse, misuse, improper or inadequate repairs or modifications, improper operation, lack of operator maintenance or skill,failure to comply with manufacturer's operating and environmental requirements, Acts of God, or other reasons beyond its control. Siemens assumes no responsibility for any service performed on any Covered Equipment other than by Siemens or its agents. 8.2 Siemens is not responsible for repairs, replacements or services to Equipment due to corrosion,erosion,improper or inadequate water treatment by others,electrolytic or chemical action,or reasons beyond its reasonable control. 8.3 Siemens shall not be responsible for any venting. Article 9: Hazardous Materials Provisions 9.1 The Services does not include directly or indirectly performing or arranging for the detection,monitoring,handling,storage,removal,transportation,disposal or treatment of Oil or Hazardous Materials.Except as disclosed pursuant to this Article,Customer represents that,to its best knowledge,there is no asbestos or any other hazardous or toxic materials, as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended,the regulations promulgated thereunder,and other applicable federal, state or local law("Hazardous Materials"), present at Customer's sites where the Services are performed. Siemens will notify Customer immediately if it discovers or suspects the presence of any Hazardous Material. All Services have been priced and agreed to by Siemens in reliance on Customer's representations as set forth in this Article.The presence of Hazardous Materials constitutes a change in this Agreement whose terms must be agreed upon by Siemens before its obligations hereunder shall continue. 9.2 Customer is solely responsible for testing, abating, encapsulating, removing, remedying or neutralizing such Hazardous Materials, and for the costs thereof.Customer is responsible for the proper disposal of all Hazardous Materials and Oil that at any time are present at the Services site in accordance with all applicable federal, state, and local laws, regulations, and ordinances. Even if change order has been entered into pursuant to this Article, Siemens shall have the right to stop the Services until the site is free from Hazardous Materials. In such event, Siemens shall receive an equitable extension of time Siemens Industry,Inc.,Building Technologies Division Electrical Services 2011 047 p 43 r.a • AZUSA. LIGHT & `PVATER INFORMATION ITEM TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE SA UTILITY BOARD FROM: GEORGE F. MORROW, DIRECTOR OF UTILITIES DATE: OCTOBER 22, 2012 SUBJECT: "MY WASTE" APPLICATION FOR AZUSA'S RECYCLING PROGRAMS In December 2011, Azusa Light & Water entered into agreement with Municipal Media Corporation, a company that develops promotional outreach and education for municipal solid waste since 2001 , to configure a smart phone app that is tailored to provide public information specific to the City of Azusa's solid waste collection services and recycling programs. The "MyWaste" application is now available for download in any smart phone or tablet computer and is free to Azusa residents. Once downloaded, residents can customize the application by selecting Azusa Light & Water, trash pick-up day, and set desired reminders or notifications. Basically, the application has four menus: • Collection Schedule — to view collection day, special trash events (Free Yard Sale, Christmas tree collection, etc). • Residential Guide — contains information on the different recycling programs offered in the City and proper recycling and/or disposal of most materials. The Guide also contains links to related website and contact information. • General Information — contains business and multi-family recycling information. • Settings — use to customize schedule and reminders such as notification when there is any schedule change during holidays throughout the year. Staff mailed the attached informational flyer with utility bills to Azusa residents beginning September 28, and distribution is expected to be completed by end of October, and also posted same info on ALW's website. Initial set-up fee for the app was $2,500 and annual fee is $2,500. An interactive reporting menu is currently in development and may be included in next year's updated version. BiIlInsert-MyWasteAz • usa-final.pdf Prepared by: Cary Kalscheuer, Acting Assistant Director, Customer Care & Solutions 07 4 Liza Cawte, Senior Administrative Technician 4.Set Reminders(Example:Be notified from 1 hour Now Azusa has a I.) to 1 week in advance for any change in 1. Depending on your device, go to Apple or *��I schedule during holidays) Android App market and look for my-waste app logo&download for free. App pp for tha II r!, < Collection Types < Trash&Yard Waste Ser... •Trash 6 Yard Waste Service Sat Reminder New De's ils #` W„... �...- .,a.:..„,...,„ II ., Only mound me itthe reShler ,ya e pick up dee hanaml tT .. ft Holiday Si 71::215 yam, Remind Me. '�"'S�jj��e 1 week in advance A Christmas Tree. 7"".+44.44,3".' ^Y ag hours in advance. ,'waw,;.. 41111111 24 haws in advance. ' ■Free Yard Sale Weekend 12 hews M advance ads/am, MY i hour In eduancr. WASTE or fl [II ,111101001MMITIMIe '1/4rte►J 2.Once downloaded,go to Settings and Select ii,zuSA' 5.You are Country,State,and City(Azusa Light&Water) 4 Collection Schedule:View collection < chemists* < Semen r Download Package Wowday,special trash events(i.e.Free Yard �atAa"••California Musa Light 4 \I 0 l New Jersey Azusa Light a Water ensm aO Sale),and set reminders throughout AzC.tusf oVusaa Light mlM1.re Ycling.na New Tax '°enarogram<avaaehiv�o the year. wreenen .r,en,dente.ndaaane,, A Z U S A Download dGd is recycling anentiald/oruide:disposalFinoptions for most materials. a IR U l.. :: ;g sr d to F S et to t 0 General Information: Get Business 3.Select Pick-up Day(Zone) and Multi-family recycling information and contact information with questions Managing trash collection in Azusa is much easier regarding trash and recycling. =' y°aM1a with this app. Never again lose track of your collection day with a schedule customized for You sen cM1ange your zene at any time e evg°I"g'°"'""g` your neighborhood. Settings: Customize schedule and , Set up in seconds to remind you in advance of all 1111:111reminders _. collection days; or choose to receive alerts only when there are changes(e.g.due to a holiday). .40 - i* Find proper recycling/disposal options for most materials and learn the location for local drop off _vrit facilities. And the good news is this app is FREE to Azusa residents! To download my-waste app, -1 go to http://www.my-waste.mobi/azusa 4.Programa los recordatorios(Ej.:Se notificado con 1. Dependiendo de to aparato,ve a Apple o Android ;Al Ilora Azusa tiene U pp market y busca el logo my waste appy cambio en el calendario durante dias festivos) descargalo gratis. aplicacion para --:,,,,,;!11, c Collection Types c Trash&Yard Waste Ser. i •Trash BYand YPwla'SaMes gat R•mintln Vow De.* .._i,a_. 111=101 onM remind m•Ift the regular fir----N\ ...,.,�,.. - f p,.. l UP day ana••. •Holiday r''''''Ma: a,aa�d+)•na., W»+ 1 week in advance. w�.� ♦CMMInYs hese w "� 11111111 / as hes In advance ,II"a�� 24 how•rn adv.nee a ' •Free Yard Sale Weekend 2�Ra; --,,. 12 hour.In advance. '.iU/. /AY s-ra 1 how in advance. ^ fi!/!�!/�{\LTi/ 44K7 WASTE , 4OF i? fp C') i .� p //ft4: 1 2.Ya descargado,ve a Settings y elige el Pais,Estado AUS. 5.iEstas lis y Ciudad(Azusa Light&Water) Calendario de Recoleccion:Ve el die ms, '"""' °o""'cad P dh New Jersey City,neaten,Comaaey nzva•ugnt s ware. M, de recoleccion,eventos especiales deCalifornia Nev Jersey �nyer�e,• Azvse Light a Water > Inlorm•non seeW the recycling•ne 01 basura(ej.:yenta de garage gratuita),y New Taxes �,ryeta=e,a ee,e etlen e,earam,veltebl.,e VV1 �.,ar�w.n,.,nehe,ln•„e•. A Z U S A programa recordatorios en todo el ario Wlacnnaln • MY MN\V' 11111 Guia Residencial:Encuentra las opciones adecuadas parar reciclar/ desechar la mayoria de materiales $ sa 0 I. @ 9 n © it. e „ n 0 1 a; Informacion General:Encuentra 3. Selecciona Dia de Recoleccion(Zona) informacion de reciclaje para negocios Hacer la recoleccion de la basura en Azusa es mas facil o multifamiliares,con contactos y _'*P ii a Comm n.,needed con este aplicacion. Nunca mas to pierdas el die de preguntas acerca del reciclaje y Ia Sal.. one Cheeee> You hr e.deatedrum!,Yconectlen tirar la basura con un calendario personalizado para OY1Zen•basura � yeugpan9 rh•n. tn to vecindario. Programalo en segundos para recordarte con .44 4,14 Ajustes: Personalize calendario y contnu anterioridad todos los dias de recoleccion;o escoge Ili recordatorios `"` recibir alertas solo cuando hay cambios (ej.: por dia TIP " festivo). 4 r Conoce las opciones adecuadas parar reciclar/ desechar Ia mayoria de materiales y encuentra las * n 0 r.. . . X ig 0 r' instalaciones locales de entrega de desechos. riY la buena noticia es que esta aplicacion es GRATUITA Ai para residentes de Azusa!Para bajar my-waste app,ve a http://www.my-waste.mobl/azusa Far lir it 1 AL U SA - CHI & wsit� INFORMATION ITEM TO: HONORABLE CHAIRPERSON AND MEMBERS OF TH USA UTILITY BOARD FROM: GEORGE F. MORROW, DIRECTOR OF UTILITI DATE: OCTOBER 22, 2012 SUBJECT: A SHORT HISTORY OF THE COMMITTEE OF NINE The history of the San Gabriel River has been rife with discord and argument since mankind first inhabited the area above the present day City of Azusa. As settlers came to what would become the Azusa area, the arguments between various interests escalated into near bloodshed until 1889 when it became necessary for the Courts to step in. With the court-enforced Compromise of 1889, the San Gabriel River began to be managed in an organized fashion by partners rather than by threats and intimidation from opposing factions. The Compromise of 1889 established the San Gabriel River Water Committee, or Committee of Nine, as it is more colloquially known. The first Committee consisted of nine entities who had been involved in the litigation: 1. Old Users - Contract Water Company 2. Azusa Irrigating Company 3. Azusa Land & Water Company 4. Old Users—Azusa Irrigation and Canal Co. 5. Duarte Mutual Irrigating Co. 6. Azusa Agricultural Water Co. 7. Beardslee Water Ditch Co. 8. Azusa Water Development and Irrigating Co. 9. Vosberg-Macneil Each of the nine entities received what was basically a fair share of the river water right that was adjudicated by the Court in the Compromise. The settlement quantity of flow right that the Court determined the Committee was entitled to was the first 134.4 cfs of the flow in the River. This right was solely held by the members of the Committee, and over the years they successfully defended the right against numerous would-be interlopers. The right to the first 134.4 cfs in the River proved to be very beneficial in dry years when the entire River flow was claimed by the Committee, and little flow was left for others downstream as far as Lona RPar'h o7 2 Committee of Nine History October 22,2012 Page 2 As the years passed from 1889 to the present, the Committee, through mergers and sales, morphed into what it is today. The original Committee members and their successors on the Committee on the Nine follow below: 1. Contract water Co. became a part of Covina Irrigating Company 2. Azusa Irrigating Company became Azusa Valley Water Co. which exists today as part of the City of Azusa water system. 3. Azusa Land & Water Company became owned by Monrovia Nursery and the City of Azusa. 4. Azusa Irrigation and Canal became part of Azusa Valley Water Co. 5. Duarte Mutual Irrigating Co. became part of California American Water Co. 6. Azusa Agricultural Water Company existed until recently and was jointly owned by the City of Azusa and Monrovia Nursery. 7. Beardslee Water Ditch Company became part of California American Water Co. 8. Azusa Water Development and Irrigating became Covina Irrigating Co. 9. The Vosberg-Macneil interests were taken by Monrovia Nursery Currently there are four sitting members of the Committee of Nine who hold substantial percentages in the Committee: 1. City of Azusa and Azusa Valley .. 44.186% 4 votes 2. Covina Irrigating Co 29.349% 2 votes 3. California American Water Company....19.519% 2 votes 4. Monrovia Nursery 6 946% 1 vote At the current time, Monrovia Nursery (MN) is selling off their interests, and one of the future holders of the MN rights may be Glendora. There are other, scattered pieces of MN, but it is Glendora that will most likely be the voting interest if they decide to become a member of the Committee. As an aside, it would be in the best interest of all the Committee members if Glendora would join because they have effectively used the Committee facilities for water supply for decades — at no cost to them. Prepared by: Chet Anderson, Assistant Director—Water Operations 073 D or a IP AZUS.A t IGNT 4. 4ATER CONSENT CALENDAR TO: HONORABLE CHAIRPERSON AND MEMBERS OF AZUSA UTILITY BOARD FROM: GEORGE F. MORROW, DIRECTOR OF UTILITIES�� i DATE: OCTOBER 22, 2012 SUBJECT: BLANKET PURCHASE ORDER OVER $10,000 FOR FY 2012/13 RECOMMENDATION It is recommended that the Utility Board approve the issuance of the blanket Purchase Order for $500,000 with EDF Trading North America, LLC under the provisions of Section 2-523(d) (no competitive market) of the Azusa Municipal Code. BACKGROUND Each year, the City Council approves blanket purchase orders for qualifying vendors that are over the amount of$10,000 for the upcoming fiscal year. These purchase orders allow staff flexibility to make purchases from these vendors without a commitment to spend the full amount of the purchase order. Thus, blanket purchase orders are used to make repetitious purchases of goods and or services on a monthly, quarterly, or bi-annual basis, for example, and may be used pursuant to contractual agreements throughout the year. This proposed Purchase Order is for anticipated power resource purchases from EDF Trading North America, LLC (EDF) for the purpose of optimization of delivery of our power resources. A typical optimization mechanism involves selling energy to a counter party at one point of delivery and simultaneous purchase of like power from that same or a different counterparty at a different delivery point advantageous to Azusa. The particular level (value) of this PO request is consistent with Azusa's historic optimization activities which in the past may have involved EDF as well as other counterparties. FISCAL IMPACT Power Resources has sufficient funds budgeted for this activity during this fiscal year. Prepared by:Yarek Lehr, Assistant Director of Resource Management. 009