POWER COORDINATION AGREEMENT
of
SEPTEMBER 15, 1955
between
SALT RIVER PROJECT
AGRICULTURAL IMPROVEMENT
AND POWER DISTRICT
and
ARIZONA PUBLIC SERVICE
COMPANY
POWER COORDINATION AGREEMENT
TABLE OF CONTENTS
Page
Explanatory Recitals 1
ARTICLE I - Cooperation in Development and Operation 2
ARTICLE II - Additions to System Facilities 3
ARTICLE III - Sale of Power 4
ARTICLE IV - Reciprocal Services 5
ARTICLE V - Committees 5
ARTICLE VI - Conditions Of Interconnected Operation 7
ARTICLE VII - Metering 12
ARTICLE VIII - Settlements 13
ARTICLE IX - Arbitration 13
ARTICLE X - Miscellaneous Provisions 15
ARTICLE XI - Term 17
POWER COORDINATION AGREEMENT
----------------------------
0.1 THIS POWER COORDINATION AGREEMENT, entered into as of the 15th day of
September, 1955, between SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT
AND POWER DISTRICT, an Agricultural Improvement District, organized
under the laws of the State of Arizona (here after in this Agreement
and in the Schedules attached hereto called "District") and ARIZONA
PUBLIC SERVICE COMPANY, an Arizona corporation (hereafter in this
Agreement and in the Schedules attached hereto called "Company"),
WITNESSETH:
0.2 WHEREAS, District owns and operates an electric system supplying
electric service in the central portion of the State of Arizona, and
Company owns and operates an electric system supplying electric service
in the central portion of the State of Arizona and elsewhere in the
State; and
0.3 WHEREAS, the electric systems of District and of Company in central
Arizona have long been interconnected at various points at which power
has been sold and interchanged between the systems, and a substantial
degree of coordination has been established and maintained between the
two systems for purposes of improving the quality, reliability, and
economy of electric service in the respective territories served; and
0.4 WHEREAS, an agreement hereinafter referred to as the "Agreement of
August 31, 1955" was entered into between District and Company
providing, among other things, (i) for clear delimitation of the
respective service territories and types of load of District and of
Company, thereby facilitating orderly and economical development and
expansion of the facilities of each system, (ii) for superseding and
cancelling various existing agreements between District and Company,
the terms of such agreements being no longer adequate and appropriate
hr operating and economic conditions now obtaining and foreseen in the
development of the territories served, and (iii) for entering into a
1
new agreement to provide for sales and interchange of power between
District and Company in larger amounts and on the basis of more
extensive coordination in operation and development of the electric
systems of District and Company; and
0.5 WHEREAS, the parties believe that further coordination on an assured
and continuing basis will yield important benefits to consumers and to
the economic growth of the territories served and to each of the
systems, and that among such benefits will be the following:
(a) The combined power loads of the two systems can be supplied,
with adequate reserve capacity by less aggregate installed
generating capacity with consequent net savings in investment
and expenses,
(b) Emergency conditions in either system can be met with less
likelihood of curtailment or impairment of electric service,
(c) New installations of generating facilities to supply
increasing power requirements can be made on a more economical
basis as to timing, unit sizes, location, and ownership,
(d) Fuller utilization can be made of more efficient and
economical generating facilities and of interconnections with
other power systems, and
(e) When and as additional hydro power may become available from
new developments on the Colorado River, such hydro power can
be more widely and economically distributed to consumers and
better utilization can be realized for available secondary
hydro energy;
0.6 NOW, THEREFORE, in consideration of the premises and of the mutual
benefits from the covenants hereinafter set forth, IT IS AGREED:
ARTICLE I -- COOPERATION IN DEVELOPMENT AND OPERATION
-----------------------------------------------------
1.1 The provisions of this agreement, as hereinafter set forth, relate to
cooperation in the development and operation of the respective electric
2
systems of District and of Company and to sale and interchange of power
and to mutual assistance between the two systems. Each party will
comply with said provisions and assume and fulfill the responsibilities
assigned to it therein.
1.2 The parties, through authorized representatives, will regularly consult
with each other and cooperate as to planning for immediate and
subsequent steps in the development of their respective electric
systems and as to maintaining coordination in operation of said systems
and realizing the benefits attainable therefrom.
ARTICLE II -- ADDITIONS TO SYSTEM FACILITIES
--------------------------------------------
2.1 As an initial stage in coordination of system development, the parties
will do those things set forth in Sections 2.2, 2.3, ant 2.4 following.
2.2 New District Generating Station -- District will proceed with
construction of a new steam-electric generating station, hereinafter
called "Agua Fria Generating Station," to be located between the cities
of Glendale and Peoria, northwest of the city of Phoenix, which
generating station shall contain two generating units with a nominal
capacity of 100,000 kilowatts each with provision in its design and
construction for installation of additional generating units. Said
generating station shall include transformers connecting it to a 69
kilovolt bus which shall be adequately connected District's electrical
system. District will make available to Company suitable space adjacent
to said 69 kilovolt bus for the installation by Company of a 69
kilovolt bus and terminal facilities for at least five 69 kilovolt
circuits and will grant to Company, without charge therefor,
appropriate easements on its Agua Fria site for said bus and terminal
facilities and for Company's 69 kilovolt circuits connecting thereto.
District will arrange the construction schedules for said Agua Fria
Generating Station on the basis of nominal dates for beginning
commercial operation of the first generating unit on April 1, 1957, of
the second generating unit on April 1, 1958, and District will in any
event complete construction ready for commercial operation of the first
generating unit by June 1, 1957, and of the second generating unit by
June 1, 1958, 3
unless completion at such times be prevented by uncontrollable forces.
2.3 Company Transmission Connections -- Company will provide 69 kilovolt
transmission feeders and associated facilities to connect its electric
system to the 69 kilovolt bus of said Agua Fria Generating Station,
which feeders shall be of adequate capacity to carry from said
generating station into Company's electric system all of the power, as
set forth in Service Schedule A and Service Schedule C hereof, which is
to be delivered by District to Company from time to time at the
delivery point located at said generating station. Company will
provide, ready for service when said generating units are ready for
service, such of said 69 kilovolt feeders as are needed at those times,
unless provisions at such times be prevented by uncontrollable forces.
2.4 Deferral of Company Generating Station -- Company will defer its
arrangements heretofore made for constructing a similar new generating
station at a location east of the City of Phoenix which had been
scheduled for initial operation in the early part of 1957.
ARTICLE III -- SALE OF POWER
----------------------------
3.1 District will sell initially a substantial amount of power to Company
hereunder, and it is contemplated by the parties that they will from
time to time arrange for other sales of power from one to the other in
such amounts and for such periods as will be consistent with orderly
development of their respective systems and assurance of adequate power
supply to the territories served. It is contemplated that arrangements
for such inter-system power sales will be incorporated in service
schedules which, upon their execution by authorized representatives of
the parties, shall be parts of this agreement for the periods which
they respectively cover.
3.2 The following service schedules providing for sale and purchase of
power are hereby made a part of this agreement:
Service Schedule A -- Long-term Sale of Power by District to Company.
Service Schedule B -- Sale of 12,000 Kilowatts by District to Com-
4
pany (continuing until June 1, 1961).
Service Schedule C -- Sale of 40,000 Kilowatts by District to Company
(continuing from early 1958 to early 1960).
ARTICLE IV - RECIPROCAL SERVICES
--------------------------------
4.1 It is contemplated by the parties that they will from time to time put
into effect specific arrangements for reciprocal services and other
measures for coordination of the operation of their respective electric
systems for the purpose of achieving economies in cost and improvements
in quality and reliability of power supply to the territories served.
It is contemplated that such arrangements will be incorporated in
service schedules which, upon their execution, shall be parts of this
agreement for the respective periods which they cover.
4.2 The following service schedules providing for reciprocal services are
hereby made a part of this agreement:
Service Schedule D -- Energy Interchange and Spinning Reserve
Interchange.
Service Schedule E -- Capacity Equalization ant Reciprocal Emergency
Assistance.
Service Schedule F -- Transfer of Power to Fringe-Area Customer Service
Service Schedule G -- Parker Power Interchange.
Service Schedule H -- Coordination of Interconnecting Transmission
Circuits.
ARTICLE V -- COMMITTEES
-----------------------
5.1 As a means of securing effective cooperation in the planning of system
development and of dealing on a prompt and orderly basis with various
technical and operating problems which arise in connection with system
coordination under changing conditions, the parties will establish a
"Coordination Committee" and an "Operating Committee", each charged
with certain responsibilities hereunder.
5.2 Coordination Committee-- The Coordination Committee shall consist of
two representatives, one designated by each party, and each such
representative shall be authorized by the party by whom he is
5
designated to act on its behalf with respect to those matters herein
provided to be responsibilities of the Coordination Committee. The
functions and responsibilities of the Coordination Committee shall be
(i) to establish general policies to be followed in coordination of the
operation of the electric systems of the parties, consistent with the
provisions of this agreement, (ii) to review periodically the
prospective aggregate power requirements of the two systems, to arrange
for investigations with respect to time, nature, location and ownership
of additional generating capacity and related transmission facilities,
and with respect to possible power purchases from external sources,
which will provide for such aggregate power requirements in a manner
consistent with overall effectiveness and economy, and to present
recommendations as to such matters to the parties, (iii) to make
recommendations concerning changes in principal network delivery points
and to make arrangement for any such changes approved by the parties,
(iv) to exercise general supervision and guidance over the Operating
Committee, (v) to consider and act upon matters referred to the
Coordination Committee by the Operating Committee, and (vi) to do such
other things as are provided herein and as may be provided for from
time to time by the parties to this agreement; provided that the
Coordination Committee shall have no authority to modify any of the
provisions of this agreement (including any service schedules effective
hereunder) except as to items where modification is specified to be
within the scope of the Coordination Committee's responsibility. Any
decision or agreement by the Coordination Committee shall be effective
when signed by both members of the Committee. Each party will notify
the other party promptly of the designation of its representative on
the Coordination Committee and of any subsequent change in such
designation. Either party may designate an alternate or substitute to
act as its representative on the Coordination Committee on specified
occasions or with respect to specified matters.
5.3 Operating Committee -- The Operating Committee shall consist of four
representatives, two designated by each party, and each such
representative shall be authorized by the party by whom he is
designated to act on its behalf with respect to those matters herein
provided to be responsibilities of the Operating Committee. The
functions and responsibilities of the Operating Committee shall be (i)
to establish procedures and standard practices, consistent with the
provisions hereof, for the guidance of load dispatchers and other
operating employees in the respective systems as to matters affecting
interconnected op-
6
rations of the respective systems, delivery of power, interchange of
energy and spinning reserve, reciprocal emergency assistance, and other
similar operating matters, (ii) to establish procedures and standard
practices as to determinations of costs and expenses and of energy
losses in connection with energy interchanges and other intersystem
transactions hereunder, (iii) to establish detailed metering
arrangements required in connection with transactions hereunder, (iv)
to bring to the attention of the Coordination Committee matters needing
its attention, and (v) to do such other things as are provided for
herein; provided that the Operating Committee shall have no authority
to modify any of the provisions of this agreement (including any
service schedules effective hereunder) except as to items where
modification is specified to be within the scope of the Operating
Committee's responsibility. The establishment of any procedure or
practice and any other action or determination by the Operating
Committee, within the scope of the Operating Committee's
responsibility, shall be effective when signed by at least one
designated representative of each of the parties. Each party will
notify the other party promptly of the designations of its
representatives on the Operating Committee and of any subsequent
changes in such designations.
5.4 Disagreements -- If the Operating Committee shall disagree as to any
action to be taken or decision to be made, or as to the need for taking
any action or making any decision, or as to whether any matter is
within the scope of the Operating Committee's responsibilities
hereunder, the question or questions at issue shall be referred to the
Coordination Committee for its action or instructions. If the
Coordination Committee be unable to reach agreement with respect to any
matter referred to it by the Operating Committee, or with respect to
any other matter within the scope of its responsibilities hereunder,
the Coordination Committee may at its discretion request that the
matter be referred to arbitration in the manner provided in Article IX
hereof. Reference to arbitration shall be mandatory only in respect of
those matters which are specifically made subject to arbitration by the
provisions of this agreement.
ARTICLE VI - CONDITIONS OP INTERCONNECTED OPERATION
---------------------------------------------------
6.1 Interconnection Points - For purposes hereof the following terms shall
have the meanings indicated:
7
(a) A "major interconnection point" means a point of
interconnection between the electrical networks of the parties
into which the transmission or transformer facilities of the
respective systems are able to deliver or to receive large
amounts of power and the location of which in relation to the
respective systems is such that power being sold or
interchanged can be effectively and satisfactorily delivered
and utilized. The following major interconnection points are
established hereunder:
(i) At a location west of the City of Phoenix adjoining
Company's Phoenix Generating Station and the Phoenix
Terminal Substation of the Bureau of Reclamation,
where the systems can be interconnected at 69
kilovolts or at 12 kilovolts or at both voltages,
(ii) At or adjoining District's Agua Fria Generating
Station at 69 kilovolts, when the first unit of said
generating station shall be completed and ready for
operation,
(iii) At or adjoining Mesa Substation of The Bureau of
Reclamation at 69 kilovolts.
Establishment of additional major interconnection points from
time to time and the ownership and physical arrangements at
such points shall be as recommended by the Operating Committee
and approved by the Coordination Committee. Existing major
interconnection points, except a principal network delivery
point under a service schedule, may from time to time be
discontinued upon recommendation of the Operating Committee
and approval of the Coordination Committee. Responsibilities
of the parties for operation and maintenance at the major
interconnection points shall be as established by the
Operating Committee and shall be evidenced by operating
memoranda covering such matters.
(b) A "minor interconnection point" means a point of
interconnection between the electrical facilities of the
parties, either at substations or at points on transmission or
distribution feeders, where power can be both delivered and
received between the systems in relatively small amounts as
compared to major interconnection points. The location of and
arrangements for minor interconnection points, for regular use
and for emergency use,
8
shall be such as may from time to time be recommended by the
Operating Committee and approved by the Coordination
Committee.
(c) An "indirect interconnection point" means a point of
interconnection between the electrical system of one party
hereto and the electrical system of a third party, which third
party's electrical system is also interconnected at another
point to the electrical system of the other party hereto.
6.2 Parallel Operation -- The electrical systems of the parties shall
normally be operated in parallel (i) at all major interconnection
points, (ii) at such minor interconnection points as the Operating
Committee shall from time to time designate for normal closed circuit
operation, and (iii) at indirect interconnection points where third
party arrangements require such parallel operation, or where third
party arrangements permit such parallel operation and the Operating
Committee shall determine that such parallel operation is a desirable
practice from the aspect of coordination between the electrical systems
of the parties hereto. Temporary emergency interconnections at other
points may be arranged from time to time by the Operating Committee, as
circumstances may require. It is the intent of the parties that their
network systems shall normally be operated as fully interconnected as
may be necessary or convenient to protect quality and reliability of
service to consumers without involving undue complications and expense
for intersystem metering and energy accounting. Deviations from normal
parallel operation may be made as directed by the Operating Committee,
or as provided for in standard practice adopted by the Operating
Committee, or as may under special temporary conditions be arranged
between the respective load dispatchers.
6.3 Outage Schedules -- The parties will cooperate in scheduling the times
and durations of removal from service of major generating units and
important transmission circuits for inspection, maintenance or repair,
to the end that hazard to or interference with service to consumers
will be minimized. The arranging of such outage coordination schedules
shall be a responsibility of the Operating Committee.
6.4 Electrical Disturbances -- Each party will insofar as practicable to
construct, operate and maintain its system and facilities as to avoid
or minimize the likelihood of a disturbance originating from its system
which might cause impairment of service in the system of the other
9
party or in any third-party system interconnected with the system of
the other party.
6.5 Frequency -- Power supplied by either party to the other in accordance
with service schedules hereunder shall be at a nominal frequency of 60
cycles per second, except as in any service schedule specifically
provided otherwise. Insofar as interconnected system frequency is
within the control of the parties, it shall be a responsibility of the
Operating Committee to establish operating arrangements for maintaining
frequency within limits satisfactory for the types of power loads
served by the two systems.
6.6 Tie Line Load Control -- The respective responsibilities of the parties
with respect to tie line load control at interconnection points and the
types of control equipment installed for such purpose shall be in
accordance with standard practices established from time to time by the
Operating Committee.
6.7 Relays -- The types and settings of relay equipment installed for
control of circuits connected to interconnection points shall be in
accordance with standard practices established from time to time by the
Operating Committee.
6.8 Voltage -- Variations and fluctuations in voltage at interconnection
points, and at other delivery points for power supplied by one party to
the other, shall be kept within limits which will minimize adverse
effects upon operation of the electrical system of either party or upon
service supplied by either system. The respective responsibilities of
the parties with respect to voltage control at such points shall be in
accordance with standard practices established from time to time by the
Operating Committee.
6.9 Reactive Kilovolt-Amperes -- Except as may be specifically provided in
a service schedule hereunder or as may be arranged in specific cases by
the Operating Committee, neither party shall be entitled to receive
kilovars from the other party or obligated to supply kilovars to the
other party. Each party will cooperate with the other party to minimize
unintended flow of kilovars between the systems. It shall be within the
responsibility of the Operating Committee to adopt standard practices,
including appropriate charges, if any, for
10
scheduling flow of kilovars between the systems under conditions when
there may be a mutual advantage from such flow and for controlling or
limiting unscheduled kilovar flow. In the event of any disagreement in
connection with the supply of kilovars either party shall have the
right to have the matter submitted to arbitration.
6.10 Scheduling of Power Deliveries -- The Operating Committee shall arrange
for all power transactions hereunder to be accounted for on the basis
of amounts scheduled between the respective load dispatchers.
Arrangements made therefor by the Operating Committee shall provide
that the respective load dispatchers will maintain in duplicate a
running record of cumulative deviations from aggregate schedules, and
that such cumulative deviations will be compensated for by opposite
deviations made as promptly as practicable, provided that such
compensatory deviations are to be made under generally similar load and
resource conditions or to be subject to adjustment factors to take
account of differences in load and resource conditions between time
when initial deviations occur and time when compensatory deviations are
made.
6.11 Temporary Interchange Arrangements -- In cases where, from time to
time, there may be a mutual advantage from sale or interchange of power
between the parties upon a basis not provided for in any service
schedule then in effect and the circumstances are such that
arrangements must be made promptly in order to realize such advantage,
or in cases of emergency or of temporary and unusual operating
conditions, temporary arrangements for individual transactions or
classes of transactions may be made by the Operating Committee;
provided, however, that no continuing commitment involved in any
arrangement so made at any time by the Operating Committee, under its
responsibilities hereunder, shall extend for a longer period than 30
days.
6.12 Operating Data -- Each party will make available to the other party
operating data with respect to effective capacities of generating units
and transmission circuits, incremental costs of power sources, current
and estimated future power loads of its electric system and sections
thereof, and similar matters, to the extent that such data are needed
by the Coordination Committee and the Operating Committee in the
discharge of their responsibilities hereunder and are needed in
11
connection with load dispatching and energy accounting for transactions
hereunder. It shall be a responsibility of the Operating Committee to
arrange for reasonable opportunity for each party to review the
supporting data for the information so supplied by the other party.
ARTICLE VII -- METERING
-----------------------
7.1 Metering Facilities -- Arrangements with respect to location, type and
ownership of metering facilities required for purposes of control of or
settlements for power transactions hereunder shall be in accordance
with the provisions of the service schedules covering such power
transactions. The owner of a metering installation, the registrations
of which are important in connection with settlements for transactions
hereunder, upon request of the other party, will make available
suitable space and facilities for installation of check metering.
7.2 Testing and Reading of Meters -- Metering equipment, the registrations
of which are involved in settlements for transactions hereunder, shall
be inspected and tested by the owner at annual intervals or at such
shorter intervals as may be directed by the Operating Committee, and
any inaccuracy disclosed by such tests shall be promptly corrected by
the owner. Additional inspections and tests at particular installations
shall be made by the owner upon request of the other party.
Representatives of the other party shall be afforded opportunity to be
present at all such inspections and tests. If at any test a meter shall
be found to be inaccurate by more than 1%, fast or slow, an adjustment
shall be made in settlements hereunder between the parties to
compensate for the effect of such inaccuracy over a preceding period
extending to the second preceding meter reading or over such shorter
period as the inaccuracy may be determined to have existed. If at any
time a meter should fail to register or its registration should be so
erratic as to be meaningless, the estimated correct registration for
billing purposes shall be based upon records of check meters, if
available, or otherwise upon the best obtainable data. Kilowatthour
meters involved in settlements hereunder shall be read monthly by the
owner, and representative of the other party shall be afforded
opportunity to be present at such readings. Arrangements with respect
to reading of meters belonging to third parties, the registrations
12
of which are involved in settlements for transactions hereunder, shall
be a responsibility of the Operating Committee.
ARTICLE VIII -- SETTLEMENTS
---------------------------
8.1 Accounting Period -- Accounting period for transactions hereunder shall
be one month. Such one-month period shall be a calendar month unless
the Coordination Committee shall specify a one-month period ending a
designated number of days before the end of each calendar month.
8.2 Billing and Payment -- Bills for amounts payable for any month by each
party to the other hereunder shall be rendered on or before the 14th
day of the succeeding month and shall be due on the 19th day of such
succeeding month or on the 5th day after receipt of bill, whichever be
later, provided, however, that in the event that any amount which has
become due District for power and energy transactions hereunder is not
received by District prior to the due date of District's fuel bills for
such month and any such bill for fuel owed to Company shall have been
paid on or before the due date, then the energy charge portion of the
amount so due District for such month shall be increased by 0.635%.
Payment shall be made at such office of the party to which payment is
due as that party shall designate by written notice. Amounts not paid
on or before the due date shall be payable with interest accrued at the
rate of 1/2 percent compounded monthly computed from the due date to
the date of payment.
8.3 Disputed Bills -- In case any portion of any bill be in dispute, the
undisputed amount shall be paid when due, and the remainder, if any,
upon determination of the correct amount, shall be paid promptly after
such determination with interest accrued at the rate of 1/2 percent
compounded monthly computed from the original due date.
ARTICLE IX -- ARBITRATION
-------------------------
9.l In the event the parties be unable to reach agreement with respect to a
matter herein specified to be subject to arbitration, or in the event
the Coordination Committee shall request that an issue shall be
submitted to arbitration, the procedure with respect to such
arbitration
13
shall be as set forth in Sections 9.2 through 9.6 hereof.
9.2 Either party by written notice to the other party may call for
appointment of a three-person board of arbitration, designating in such
notice one person appointed by it to serve as a member of such
three-person arbitration board. The other party thereupon shall
similarly appoint a second person and the two persons so appointed
shall endeavor to agree upon and secure the services of a third person
to complete such three-person arbitration board.
9.3 If, within twenty days after the appointment of the first member of
said arbitration board by one party, the other party shall have failed
to appoint a second member, or if within fifteen days after the
appointment of a second member, no third member shall have been agreed
upon and secured, either party, with written notice to the other party,
may call upon the person who is the senior Judge of the United States
District Court in and for the District of Arizona to appoint a second
and a third member, or a third member, as the case may be. If the
person so called upon shall fail for ten (10) days to act, then either
party with written notice to the other party may call successively upon
(i) any other person who is a Judge of the United States District Court
in and for the District of Arizona, or (ii) persons who are then
members of the Supreme Court of Arizona in the order of their seniority
in office, to make such appointment.
9.4 The board of arbitration appointed as provided in Section 9.2 or 9.3,
shall hear the evidence submitted by the parties, and may call for
additional information. The decision, submitted in writing, by a
majority of the arbitration board, shall be conclusive as to the
disagreement submitted for arbitration and shall be binding upon the
parties.
9.5 Each party shall bear the fee and personal expenses of the member of
the arbitration board appointed by or for it, and all other costs and
expenses of the arbitration shall be borne in equal parts by the
parties, unless the decision of a majority of the arbitration board
shall specify a different apportionment of such costs and expenses.
9.6 Except as otherwise provided in this Article and in cases where the
14
parties may otherwise agree, the procedure for hearings in any
arbitration proceeding conducted hereunder shall follow to the extent
practical the procedure set forth in Rules V and Vl of the Commercial
Arbitration Rules of the American Arbitration Association, as amended
and in effect January 1, 1952.
9.7 The foregoing provisions set out in Sections 9.2 through 9.6 hereof are
agreed to by the parties as the arbitration procedures to be followed,
rather than the procedures set out in Article 3, Chapter 27, Arizona
Code Annotated, 1939. In the event the following of such procedures
should for any reason be or become invalid under Arizona law, or if the
decision of the arbitration board thereunder should be unenforceable
under the Arizona law, then the parties agree, as an alternative to the
said procedures set out in Sections 9.2 through 9.6, to follow the
procedures for arbitration then provided for by or permitted under
Arizona law, and to take such steps as are necessary to follow such
procedures.
ARTICLE X -- MISCELLANEOUS PROVISIONS
-------------------------------------
10.1 Uncontrollable Forces -- Neither party shall be considered to be in
default in performance of any obligation hereunder or under the service
schedules attached hereto if failure of performance shall be due to
uncontrollable forces, the term "uncontrollable forces" meaning any
cause beyond the control of the party affected, including, but not
limited to, failure of facilities, flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance, labor disturbance,
sabotage, and restraint by court or public authority, which by exercise
of due foresight such party could not reasonably have been expected to
avoid, and which by exercise of due diligence it shall be unable to
overcome. Neither party shall, however, be relieved of liability for
failure of performance if such failure be due to causes arising out of
its own negligence or to removable or remediable causes which it fails
to remove or remedy with reasonable dispatch. Nothing contained herein,
however, shall be construed to require either party to prevent or
settle a strike against its will.
10.2 Restriction on Use of Irrigation Water -- Without limiting the
obligation of District to supply and/or deliver power to Company,
nothing in this agreement nor in any service schedules now or hereafter
attached shall require the District in furnishing power to Company to
15
waste water required for irrigation within the boundaries of the Salt
River Reservoir District, as such boundaries are particularly described
in Section 3 of Article IV of the Articles of Incorporation of the Salt
River Valley Water Users' Association, filed February 9, 1903.
10.3 Waiver -- Any waiver by a parry of its rights with respect to a default
under this agreement, or with respect to any other matter arising in
connection with this agreement, shall not be deemed to be a waiver with
respect to any subsequent default or matter. No delay, short of the
statutory period of limitations, in asserting or enforcing any right
hereunder shall be deemed a waiver to such right.
10.4 Amendments -- Neither this agreement nor any of the service schedules
attached, or to be attached, shall be deemed to be amended unless such
amendments shall be formally executed on behalf of each party and the
execution thereof be authorized, ratified, or approved by the
respective Boards of Directors of the parties.
10.5 Notices -- (a) Any notice, demand, or request provided for in this
agreement or given or made in connection with this agreement to or upon
District shall be deemed to be properly given or made if delivered or
sent by registered mail to the Secretary, Salt River Project
Agricultural Improvement and Power District, P. O. Box 1980, Phoenix,
Arizona.
(b) Any notice, demand, or request provided for in this
agreement to or upon Company shall be deemed to be properly given or
made if delivered or sent by registered mail to the Secretary, Arizona
Public Service Company, P. O. Box 2591, Phoenix, Arizona.
(c) The designation or the address of any person specified in
this paragraph 10.5 may be changed at any time by written notice.
(d) Notices and requests of a routine character in connection
with delivery or receipt of power or in connection with operation of
facilities shall be given in such manner as the Operating Committee
from time to time shall arrange.
10.6 Regulatory Authorities -- This agreement is subject to valid laws, and
to valid orders, rules, and regulations of duly constituted regulatory
authorities having jurisdiction.
16
10.7 Successors and Assigns -- Neither party, without the written consent
and approval of the other party hereto, shall assign this agreement or
any of the service schedules now or hereafter attached hereto except as
a part of any transaction or transactions effected in compliance with
Article X of the Agreement of August 31, 1955, relating to "TRANSFERS,
MERGERS AND ASSIGNMENTS." Subject to the foregoing provisions and
restrictions herein set forth and referred to, this agreement and the
attached service schedules shall be binding upon, and inure to the
benefits of the parties hereto and their respective successors and
assigns.
10.8 Captions and Headings -- The captions and headings appearing in this
agreement and in service schedules hereunder are inserted merely to
facilitate reference and shall have no bearing upon the interpretation
of the provisions.
10.9 Article, Section and Paragraph References -- References by number to
articles, sections and paragraphs in this agreement and in service
schedules attached or to be attached are to articles, sections and
paragraphs of the particular document in which the references appear,
except as such references are specifically to other documents, and any
reference to service schedules shall refer to service schedules
attached to this Power Coordination Agreement.
10.10 Conditions and Provisions of Agreement of August 31, 1955 -- This
agreement and attached service schedules fulfill all conditions and
provisions of Article III of the "Agreement of August 31, 1955."
ARTICLE XI -- TERM
------------------
11.1 Effective Date -- This agreement shall become effective as of the time
when the conditions and approvals required by Article XV of the
Agreement of August 31, 1955, shall have been fulfilled and obtained.
11.2 Duration -- This agreement shall continue in effect indefinitely unless
and until terminated as provided in paragraphs (a) or (b) of this
section.
(a) District may terminate this agreement by giving written notice
to Company three (3) years in advance of the date of
termination designated in such notice, and such termination
shall concurrently terminate all service schedules.
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(b) In the event, at any time, (i) that all service schedules
theretofore in effect hereunder have been cancelled or
terminated in accordance with the provisions thereof or valid
written notices have been given cancelling or terminating all
such service schedules in accordance with the provisions
thereof, and (ii) that no new service schedules have been
approved by the parties to become effective at a future date,
and (iii) that no new service schedules shall be the subject
of bona fide negotiation between the parties, then in such
event this agreement may be terminated as of any date later
than the expiration of all service schedules by written notice
given by either party to the other party one year in advance
of the date of termination designated in such notice.
IN WITNESS WHEREOF, the respective parties hereto have caused
this instrument to be executed on their behalf by their duly authorized
officers and their corporate seals to be hereunto affixed, all as of
the date and year first above written.
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
By VICTOR I. CORBELL
-----------------------
President
ATTEST:
A. L. MONETTE
- -------------------------------
Secretary
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APPROVED:
Jennings, Strouss, Salmon & Trask
By: J. A. RIGGINS, JR.
-----------------------------
Legal Counsel
Salt River Project Agricultural
Improvement and Power District
ARIZONA PUBLIC SERVICE COMPANY
By: WALTER T. LUCKING
----------------------------
President
ATTEST:
[Illegible]
- ---------------------------------
Secretary
APPROVED:
Snell & Wilmer
By NICHOLAS H. POWELL
-------------------------------
Legal Counsel
Arizona Public Service Company
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APPROVAL
--------
The foregoing "Power Coordination Agreement of September 15,1955",
between Salt River Project Agricultural Improvement and Power District and
Arizona Public Service Company, and the following designated service schedules,
to-wit:
Service Schedule A -- Long-Term Sale of Power by District to
Company, and Supplement No. 1 to Service
Schedule A.
Service Schedule B -- Sale of 12,000 Kilowatts by District to
Company.
Service Schedule C -- Sale of 40,000 Kilowatts by District to
Company.
Service Schedule D -- Energy Interchange and Spinning Reserve
Interchange.
Service Schedule E -- Capacity Equalization and Reciprocal
Emergency Assistance.
Service Schedule F -- Transfer of Power to Fringe-Area
Customers.
Service Schedule G -- Parker Power Interchange.
Service Schedule H -- Coordination of Interconnecting
Transmission Circuits.
are approved this 29th day of February, 1956.
[Illegible]
----------------------------------
Secretary of the Interior
of the United States of America