Exhibit 10.107
NAVAJO PROJECT
CO-TENANCY AGREEMENT
AMONG
ARIZONA PUBLIC SERVICE COMPANY
DEPARTMENT OF WATER AND POWER
OF THE CITY OF LOS ANGELES
NEVADA POWER COMPANY
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
TUCSON GAS & ELECTRIC COMPANY
THE UNITED STATES OF AMERICA
DWP No. 10498
NAVAJO PROJECT
CO-TENANCY AGREEMENT
TABLE OF CONTENTS
SECTION TITLE PAGE
1. PARTIES 1
2. RECITALS 1
3. AGREEMENT 4
4. EFFECTIVE DATE 4
5. DEFINITIONS 4
5.1 Accounting Practice 4
5.2 Arizona Water Permit 4
5.3 Ash Disposal Area 5
5.4 Auditing Committee 5
5.5 Capacity 5
5.6 Capital Additions 5
5.7 Capital Betterments 5
5.8 Capital Improvements 6
5.9 Capital Replacements 6
5.10 Coal Supply Agreement 6
5.11 Component of the Transmission System 6
5.12 Conditional Partial Assignment 6
5.13 Contracting Officer 6
5.14 Contracts for Interim Sale of United
States' Entitlement 7
5.15 Coordinating Committee 8
5.16 Co-Tenants 8
5.17 Date of Firm Operation 8
5.18 Energy 8
5.19 Generation Entitlement Share 8
5.20 Incremental Series Capacitors 9
5.21 Indenture of Lease 9
5.22 Memorandum Transmission Agreement 9
5.23 Navajo Generating Station 9
5.24 Navajo Plant Site 9
5.25 Navajo Project 10
5.26 Navajo Tribe 10
5.27 Net Effective Generating Capability 10
5.28 Operating Agent 10
5.29 Participants 10
5.30 Participation Agreement 10
5.31 Power 10
5.32 Project Agreements 10
5.33 Project Series Capacitors 11
5.34 Project Manager 11
5.35 Pumping Plant Site 12
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Navajo Project
Co-Tenancy Agreement
Table of Contents
SECTION TITLE PAGE
5.36 Rail Loading Site 12
5.37 Railroad 12
5.38 Secretary 12
5.39 Section 323 Grants 12
5.40 Southern Transmission System 12
5.41 Station Engineering and Operating Committee 12
5.42 Station Work 12
5.43 Transmission System 13
5.44 Transmission Engineering and Operating Committee 13
5.45 Transmission Work 13
5.46 Units of Property 13
5.47 Water Service Contract 13
5.48 Water Service Contract Assignment 13
5.49 Western Transmission System 14
6. OWNERSHIPS AND TITLES 14
7. ENTITLEMENT TO NAVAJO GENERATING STATION
CAPACITY AND ENERGY 19
8. USE OF THE TRANSMISSION SYSTEM 19
9. ADMINISTRATION 23
10. NONPARTITIONMENT 28
11. MORTGAGE AND TRANSFER OF INTERESTS 29
12. RIGHT OF FIRST REFUSAL 32
13. DESTRUCTION 36
14. SEVERANCE OF IMPROVEMENTS 38
15. CAPITAL IMPROVEMENTS 38
16. INTERESTS HELD FOR THE USE AND BENEFIT OF
THE UNITED STATES 39
17. REIMBURSEMENT FOR COSTS AND EXPENSES 42
18. DEFAULTS AND COVENANTS REGARDING OTHER AGREEMENTS 42
19. ARBITRATION 48
20. ACTIONS PENDING RESOLUTION OF DISPUTES 52
21. TERM AND RIGHTS OF CO-TENANTS UPON TERMINATION 53
22. COVENANTS RUNNING WITH THE LAND 54
23. RELATIONSHIP OF PARTICIPANTS 55
24. FEES 56
25. UNCONTROLLABLE FORCES 56
26. GOVERNING LAW 57
27. BINDING OBLIGATIONS 57
28. NONDEDICATION OF FACILITIES 58
29. ENVIRONMENTAL PROTECTION 58
30. ASSIGNMENT OF INTERESTS 62
31. USE OF FACILITIES OF LOS ANGELES 62
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Navajo Project
Co-Tenancy Agreement
Table of Contents
SECTION TITLE PAGE
32. NOTICES 63
33. MISCELLANEOUS PROVISIONS CONCERNING THE PROJECT AGREEMENTS 64
34. NAVAJO PROJECT GENERAL CONTRACT PROVISIONS 67
35. COMPLIANCE WITH COMPACTS 67
EXHIBITS
A NAVAJO GENERATING STATION
B & B-B TRANSMISSION SYSTEM
C NAVAJO PROJECT GENERAL PROVISIONS
iii
NAVAJO PROJECT
CO-TENANCY AGREEMENT
1. PARTIES: The parties to this Co-Tenancy Agreement are: THE UNITED STATES
OF AMERICA, hereinafter referred to as the "United States", acting through
the Secretary of the Interior, his duly appointed successor or his duly
authorized representative; ARIZONA PUBLIC SERVICE COMPANY, an Arizona
corporation, hereinafter referred to as "Arizona"; DEPARTMENT OF WATER AND
POWER OF THE CITY OF LOS ANGELES, a department organized and existing
under the Charter of the City of Los Angeles, a municipal corporation of
the State of California, hereinafter referred to as "Los Angeles"; NEVADA
POWER COMPANY, a Nevada corporation, hereinafter referred to as "Nevada";
SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an
agricultural improvement district organized and existing under the laws of
the State of Arizona, hereinafter referred to as "Salt River Project"; and
TUCSON GAS Section ELECTRIC COMPANY, an Arizona corporation, hereinafter
referred to as "Tucson".
2. RECITALS: This Co-Tenancy Agreement is made with refer ence to the
following facts, among others:
2.1 By the Colorado River Basin Project Act (82 Stat. 885) the
Congress of the United States authorized the construction, operation and
maintenance of the
1
Central Arizona Project. Pursuant to Section 303 of said Act, the
Secretary is authorized to enter into agreements with non-Federal
interests proposing to construct thermal generating Power plants whereby
the United States shall acquire the right to such portions of their
Capacity, including the delivery of Power and Energy over the appurtenant
transmission facilities to mutually agreed upon delivery points, as he
determines are required in connection with the operation of the Central
Arizona Project.
2.2 The Secretary has determined that the acquisition of a right to
a portion of the Capacity of the Navajo Project is the most feasible plan
for supplying the Power requirements of the Central Arizona Project and
augmenting the Lower Colorado River Basin Development Fund.
2.3 As of September 30, 1969, the Participants and Southern
California Edison Company entered into the Memorandum Transmission
Agreement (Contract No. 14-06-300-2140), which establishes the terms and
conditions for the interconnection of the Transmission System at Moenkopi
Switchyard with the existing 500 kv transmission line from the Four
Corners Generating Station to the Eldorado Substation. These terms and
conditions are to be the basis for a more definitive agreement.
2.4 As of September 29, 1969 the Co-Tenants and the Navajo Tribe
entered into the Indenture of Lease
2
wherein the Co-Tenants leased the Navajo Plant Site, Pumping Plant Site,
Ash Disposal Area, Rail Loading Site, and certain related rights on
certain real property located within the Navajo Reservation.
2.5 By the provisions of said Indenture of Lease, approval was
obtained from the Navajo Tribe for the grants by the Secretary of
rights-of-way for a railroad, coal conveyor and portions of the
Transmission System. Such approval was also obtained by way of a
resolution from the Hopi Tribal Council.
2.6 The Participants entered into the Participation Agreement,
which provides the basic principles for their participation in the Navajo
Project. These principles are intended to be the basis of more
definitive agreements, including this Co-Tenancy Agreement.
2.7 As of January 17, 1969, Salt River Project entered into a Water
Service Contract with the United States (Contract No. 14-06-400-5033),
relating to the diversion and consumptive use of specified amounts of
water annually. In addition, the Arizona Water Permit was issued by the
State Land Commissioner of the State of Arizona on September 4, 1969,
granting to the Salt River Project a permit to appropriate and use a
specified amount of water in conjunction with the operation of a thermal
electric generating plant. By a Water Service Contract Assignment dated
as of December 22, 1969, Salt
3
River Project assigned to the Co-Tenants undivided interests in the Water
Service Contract and the Arizona Water Permit.
2.8 As of June 1, 1970, the Co-Tenants entered into the Coal Supply
Agreement with Peabody Coal Company, relating to a supply of coal for the
Navajo Generating Station.
2.9 The Participants desire by this Co-Tenancy Agreement to
establish terms and conditions relating to their interests in and their
ownership of the Navajo Project and to establish certain rights and
obligations under the Project Agreements.
3. AGREEMENT: The Participants agree as follows:
4. EFFECTIVE DATE: This Co-Tenancy Agreement shall become effective when it
has been duly executed and delivered on behalf of all the Participants.
5. DEFINITIONS: The following terms, when used herein, shall have the
meanings specified:
5.1 ACCOUNTING PRACTICE: Generally accepted accounting principles,
in accordance with the Federal Power Commission's "Uniform System of
Accounts Prescribed for Public Utilities and Licensees (Class A and Class
B)", in effect on January 1, 1970, and as such system of accounts may be
amended from time to time.
5.2 ARIZONA WATER PERMIT: Permit No. A-3244 issued by the State Land
Commissioner of the State of
4
Arizona on September 4, 1969, granting to the Salt River Project a permit
to appropriate and use water in conjunction with the operation of a
thermal electric generating plant, which said permit has a priority date
of December 18, 1964.
5.3 ASH DISPOSAL AREA: The area for the disposal of ash resulting
from the operation of the Navajo Generating Station described on Exhibit 4
to the Indenture of Lease.
5.4 AUDITING COMMITTEE: A committee established pursuant to and
which will exercise the functions described in the Project Agreements.
5.5 CAPACITY: Electrical rating expressed in megawatts (mw) or
megavolt-amperes (mva).
5.6 CAPITAL ADDITIONS: Any Units of Property, land or land rights
which are added to the Navajo Project and which do not substitute for any
existing Units of Property, land or land rights constituting a part of the
Navajo Project, and which in accordance with Accounting Practice would be
capitalized.
5.7 CAPITAL BETTERMENTS: The improvement of land or land rights or
the enlargement or improvement of any Units of Property constituting a
part of the Navajo Project or the substitution thereof, where such
substitution constitutes an enlargement or improvement as compared with
that for which it is substituted, which
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in accordance with Accounting Practice would be capitalized.
5.8 CAPITAL IMPROVEMENTS: All or any Capital Additions, Capital
Betterments, or Capital Replacements.
5.9 CAPITAL REPLACEMENTS: The substitution of any Units of Property
for other Units of Property constituting a part of the Navajo Project,
where such substitution does not constitute an enlargement or improvement
of that for which it is substituted, which in accordance with Accounting
Practice would be capitalized.
5.10 COAL SUPPLY AGREEMENT: The Navajo Station Coal Supply Agreement
entered into as of June 1, 1970, by and between Peabody Coal Company and
the Co-Tenants, relating to a supply of coal for the Navajo Generating
Station.
5.11 COMPONENT OF THE TRANSMISSION SYSTEM: Any of the components of
the Transmission System as described in Exhibit B hereto.
5.12 CONDITIONAL PARTIAL ASSIGNMENT: An assignment which the
Co-Tenants may obtain from Peabody Coal Company covering the coal areas
dedicated under the terms and conditions of the Coal Supply Agreement.
5.13 CONTRACTING OFFICER: The Secretary, his duly appointed
successor or his duly authorized representative.
5.14 CONTRACTS FOR INTERIM SALE OF UNITED STATES'
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ENTITLEMENT: The contracts by which the United States has contracted with
other Participants and Southern California Edison Company for the interim
sale of United States' entitlement of Navajo Project until required for
other purposes of the Colorado River Basin Project Act. These contracts
are:
5.14.1 Contract with Department of Water and Power of the City
of Los Angeles for Interim Sale of United States' Entitlement of
Navajo Project, Contract No. 14-06-300-2133, dated as of September
30, 1969;
5.14.2 Contract with Nevada Power Company for Interim Sale of
United States' Entitlement of Navajo Project, Contract No.
14-06-300-2134, dated as of September 30, 1969;
5.14.3 Contract with Southern California Edison Company for
Interim Sale of United States' Entitlement of Navajo Project,
Contract No. 14-06-300-2135, dated as of September 30, 1969;
5.14.4 Contract with Salt River Project Agricultural
Improvement and Power District for Interim Sale of United States'
Entitlement of Navajo Project, Contract No. 14-06-300-2136, dated
as of September 30, 1969;
5.14.5 Contract with Arizona Public Service Company for
Interim Sale of United States' Entitlement
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of Navajo Project, Contract No. 14-06-300-2137, dated as of
September 30, 1969; and
5.14.6 Contract with Tucson Gas Electric Company for Interim
Sale of United States' Entitlement of Navajo Project, Contract No.
14-06-300-2138, dated as of September 30, 1969.
5.15 COORDINATING COMMITTEE: A committee established pursuant to
and which will exercise the functions described in the Project Agreements.
5.16 CO-TENANTS: Any one or all of the parties hereto, other than
the United States.
5.17 DATE OF FIRM OPERATION: The date established in accordance with
the Project Agreements on which each unit of the Navajo Generating Station
is determined by the Station Engineering and Operating Committee to be
reliable as a source of generation and on which that unit can reasonably
be expected to operate continuously at its rated Capacity.
5.18 ENERGY: Kilowatt-hours (kwh).
5.19 GENERATION ENTITLEMENT SHARE. The percentage entitlement of
each Participant in each unit of the Navajo Generating Station. Each
Participant's percentage is as follows:
5.19.1 Arizona = 14.0 percent.
5.19.2 Los Angeles = 21.2 percent.
5.19.3 Nevada = 11.3 percent.
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5.19.4 Salt River Project = 21.7 percent.
5.19.5 Tucson = 7.5 percent.
5.19.6 United States = 24.3 percent.
5.20 INCREMENTAL SERIES CAPACITORS: Series capacitors described in
the Memorandum Transmission Agreement and in any subsequent Project
Agreement(s) superseding the Memorandum Transmission Agreement which will
serve the purposes described therein for "incremental series capacitors".
5.21 INDENTURE OF LEASE: The Indenture of Lease dated as of the 29th
day of September, 1969, by and between the Navajo Tribe and the
Co-Tenants.
5.22 MEMORANDUM TRANSMISSION AGREEMENT: The Memorandum Transmission
Agreement dated as of the 30th day of September, 1969 (Contract No.
14-06-300-2140), by and between Southern California Edison Company and the
Participants.
5.23 NAVAJO GENERATING STATION: Three coal-fired steam electric
generating units, to be constructed at the Navajo Plant Site, each having
a nameplate rating of 750 mw and, subject to final design, an estimated
Net Effective Generating Capability of 770 mw, and all facilities and
structures used therewith or related thereto, all as described in Exhibit
A hereto.
5.24 NAVAJO PLANT SITE: A parcel of land in Coconino County,
Arizona, consisting of approximately
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1,020 acres, described in Exhibit 2 to the Indenture of Lease.
5.25 NAVAJO PROJECT: The Navajo Generating Station and the
Transmission System.
5.26 NAVAJO TRIBE: The Navajo Tribe of Indians.
5.27 NET EFFECTIVE GENERATING CAPABILITY: The maximum continuous
ability of each unit of the Navajo Generating Station to produce Power
which is available to the Participants at the Navajo 500 kv Switchyard 500
kv bus.
5.28 OPERATING AGENT: A Co-Tenant responsible for the operation and
maintenance of the Navajo Generating Station or a Component of the
Transmission System in accordance with the Project Agreements.
5.29 PARTICIPANTS: Any one or more of the parties hereto, including
the United States.
5.30 PARTICIPATION AGREEMENT: The Navajo Project Participation
Agreement, dated as of September 30, 1969 (Contract No. 14-06-300-2131),
and the Amendment and Supplement #1 thereto dated as of January 16, 1970,
which provide the basic principles for the Participants' participation in
the Navajo Project.
5.31 POWER: Kilowatts (kw) or megawatts (mw).
5.32 PROJECT AGREEMENTS: This Co-Tenancy Agreement, the
Participation Agreement, the grants from the United States for
rights-of-way across Indian lands pursuant
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to 2S U.S.C. Section 323, the Navajo Project Power Coordination Agreement,
the Southern Transmission System, Western Transmission System and Navajo
Generating Station Construction Agreements, the Southern Transmission
System, Western Transmission System and Navajo Generating Station
Operating Agreements, other grants of rights-of-way and easements for
Navajo Project facilities, the Indenture of Lease, the Arizona Water
Permit, the Water Service Contract, the Water Service Contract Assignment,
the Coal Supply Agreement, the Conditional Partial Assignment, the
Multi-Party Agreement, the Memorandum Transmission Agreement, and such
other agreements as the Participants find necessary or desirable and
designate as Project Agreements, as such Project Agreements are originally
executed or as they may thereafter be supplemented, amended or superseded;
5.33 PROJECT SERIES CAPACITORS: Series capacitors described in the
Memorandum Transmission Agreement and in any subsequent Project
Agreement(s) superseding the Memorandum Transmission Agreement, which will
serve the purposes described therein for "project series capacitors".
5.34 PROJECT MANAGER: A Co-Tenant responsible for the construction
and completion of the Navajo Generating Station or a Component of the
Transmission System in accordance with the Project Agreements.
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5.35 PUMPING PLANT SITE: The site for facilities to divert and pump
water from Lake Powell, including water intake works, pumping station,
water lines and related facilities, as described on Exhibit 2 to the
Indenture of Lease.
5.36 RAIL LOADING SITE: The site for the conveyor termination and
rail loading facilities, related facilities and equipment and coal storage
as described on Exhibit 3 to the Indenture of Lease.
5.37 RAILROAD: The railroad described in Exhibit A hereto.
5.38 SECRETARY: The Secretary of the Interior.
5.39 Section 323 GRANTS: Grants of easements and rights-of-way by
the United States to the Co-Tenants, covering the Navajo Plant Site, the
Ash Disposal Area, the Pumping Plant Site, the Railroad right-of-way, the
Rail Loading Site and related rights.
5.40 SOUTHERN TRANSMISSION SYSTEM: The Southern Transmission System
as described in Exhibit B hereto.
5.41 STATION ENGINEERING AND OPERATING COMMITTEE: A committee
established pursuant to and which will exercise the functions described
in the Project Agreements.
5.42 STATION WORK: Engineering, design, contract preparation,
purchasing, construction, supervision, expediting, inspection,
accounting, testing, start-up, protection, operation, repair,
maintenance, replacement, or
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reconstruction, of or for the Navajo Generating Station.
5.43 TRANSMISSION SYSTEM: The Transmission System as generally
described in Exhibit B hereto.
5.44 TRANSMISSION ENGINEERING AND OPERATING COMMITTEE: A committee
established pursuant to and which will exercise the functions described in
the Project Agreements.
5.45 TRANSMISSION WORK: Engineering, design, contract preparation,
purchasing, construction, supervision, expediting, inspection,
accounting, testing, protection, operation, repair, maintenance,
replacement, or reconstruction, of or for the Transmission System.
5.46 UNITS OF PROPERTY: Units of property as described in the
Federal Power Commission's "List of Units of Property for Use in
Connection with Uniform System of Accounts Prescribed for Public Utilities
and Licensees," in effect on January 1, 1961, and as such list may be
amended from time to time.
5.47 WATER SERVICE CONTRACT: The Water Service Contract dated the
17th day of January, 1969, between the United States and the Salt River
Project (Contract No. 14-06-400-5033).
5.48 WATER SERVICE CONTRACT ASSIGNMENT: The Water Service Contract
Assignment dated as of the 22nd day of December, 1969, between the Salt
River Project and the other Co-Tenants whereby Salt River Project
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assigned undivided interests in the Water Service Contract and the Arizona
Water Permit to the Co-Tenants.
5.49 WESTERN TRANSMISSION SYSTEM: The Western Transmission System as
described in Exhibit B hereto.
6. OWNERSHIPS AND TITLES:
6.1 The Co-Tenants shall acquire and own undivided interests as
tenants in common in the Navajo Generating Station, the Water Service
Contract, the Arizona Water Permit, the Coal Supply Agreement, the
Conditional Partial Assignment, and those Project Agreements relating to
land and land rights for the Navajo Generating Station to which the United
States is not a party in its capacity as a Participant, as follows:
6.1.1 Arizona = 14.0%
6.1.2 Los Angeles = 21.2%
6.1.3 Nevada = 11.3%
6.1.4 Salt River
Project = 21.7% for its own use and benefit
and 24.3% for the use and benefit of the
United States in accordance with
Project Agreements
6.1.5 Tucson = 7.5%
6.2 The Co-Tenants shall acquire and own undivided interests as
tenants in common in the Components of the Transmission System as follows:
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6.2.1 Navajo 500 kv Switchyard
Navajo-Moenkopi 500 kv line
(i) Arizona = 14.0%
(ii) Los Angeles = 21.2%
(iii) Nevada = 11.3%
(iv) Salt River
Project = 21.7% for its own use and benefit and
24.3% for the use and benefit of the
United States in accordance with
Project Agreements.
(v) Tucson = 7.5%
6.2.2 Navajo-Westwing 500 kv line
Moenkopi-Westwing 500 kv line
Westwing 500 kv Switchyard
(i) Arizona = 24.7%
(ii) Salt River
Project = 38.3% for its own use and benefit and
23.7% for the use and benefit of the
United States in accordance with
Project Agreements.
(iii) Tucson = 13.3%
6.2.3 Westwing Substation 2-1332 MVA 500/230 kv transformer banks
and transformer leads and spare 444 MVA 500/230 kv transformer
and transformer leads
(i) Arizona = 28.5%
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(ii) Salt River
Project = 44.2% for its own use and benefit and
27.3% for the use and benefit of the
United States in accordance with
Project Agreements.
6.2.4 Westwing Substation 600 MVA 500/345 kv transformer bank and
transformer leads and spare 200 MVA 500/345 kv transformer and
transformer leads
(i) Arizona = 19.5%
(ii) Tucson = 80.5%
6.2.5 Westwing 230 kv Switchyard
(i) Arizona = 39.9%
(ii) Salt River
Project = 44.9% for its own use and benefit and
15.2% for the use and benefit of the
United States in accordance with
Project Agreements.
Upon completion of the United States' two 230 kv lines to the
reserved bay positions in the Westwing 230 kv Switchyard, (i)
and (ii) of this Section 6.2.5 shall be as follows:
(i) Arizona = 32.1%
(ii) Salt River
Project = 36.1% for its own use and benefit and
31.8% for the use and
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benefit of the United States in
accordance with Project
Agreements.
6.2.6 Other Associated Components of the Southern Transmission
System, as described in paragraph F of Exhibit B hereto, shall be solely
owned by Arizona.
6.2.7 Navajo-McCullough 500 KV line and McCullough Line Compensation
(i) Los Angeles = 48.9%
(ii) Nevada = 26.1%
(iii) Salt River
Project = 25.0% for the use and benefit of the
United States in accordance with
Project Agreements.
6.2.8 McCullough 500 kv Switchyard
(i) Los Angeles = 74.8%
(ii) Nevada = 19.0%
(iii) Salt River
Project = 6.2% for the use and benefit of the
United States in accordance with
Project Agreements.
6.2.9 McCullough Substation Common Facilities, as described in
Exhibit B hereto.
(i) Los Angeles = 67.9%
(ii) Nevada = 23.9%
(iii) Salt River
Project = 8.2% for the use and
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benefit of the United States in
accordance with Project
Agreements.
6.3 The ownerships and titles described in this Co-Tenancy Agreement
shall be determined to have vested simultaneously in the Co-Tenants so
that the estate of each shall be determined to be concurrent as to right
and priority.
6.4 Within eighteen (18) months following the Date of Firm Operation
of the final unit of the Navajo Generating Station placed in operation,
the Participants shall jointly make, execute and deliver a supplement to
this Co-Tenancy Agreement in recordable form which shall describe with
particularity and detail the facilities and other property then
constituting the Navajo Project not specifically described in the exhibits
hereto, and such supplement, when recorded, shall be and become a part of
this Co-Tenancy Agreement.
6.5 In the event any Participant transfers or assigns any of its
rights, title or interest in and to the Navajo Project in accordance with
the terms and conditions of this Co-Tenancy Agreement, the Participants
and any successor shall jointly make, execute and deliver a supplement to
this Co-Tenancy Agreement in recordable form which shall describe with
particularity and detail the rights, titles and interests of each
Participant and
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any successor following such transfer or assignment.
7. ENTITLEMENT TO NAVAJO GENERATING STATION CAPACITY AND ENERGY:
7.1 The Capacity entitlement of each Participant in each unit of the
Navajo Generating Station shall be the product of its Generation
Entitlement Share and the Net Effective Generating Capability of such
unit.
7.2 Each Participant shall be entitled to schedule for its account
Power and Energy from any generating unit up to the amount of its
available Capacity entitlement in such unit.
8. USE OF THE TRANSMISSION SYSTEM:
8.1 Each Participant shall have the right to use the Transmission
System to transmit to its designated delivery points under normal
operating conditions Power in an amount equivalent to the sum of its
Capacity entitlements in the Navajo Generating Station as provided in
Section 7 hereof or to reserve the Transmission System for such
transmission without regard to the origin, source, ownership or type of
generation used to produce such Power.
8.2 Any Participant may acquire firm entitlement in the Transmission
System in addition to that provided for in Section 8.1 hereof upon the
written agreement of all Participants having cost responsibility under the
Project Agreements for the facilities over which such
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firm entitlement is sought, provided that said firm entitlement does not
materially interfere with the right of any other Participant to utilize
its entitlement as provided in Section 8.1 hereof. Such written agreement
shall specify the amount of monetary compensation to be paid to and the
allocation among the Participants for such firm entitlement.
8.3 Any Participant may make non-firm use of transmission Capacity
in addition to its use under Section 8.1 hereof to the extent that
transmission Capacity is determined to be available by the Operating Agent
for that segment of the Transmission System over which the Capacity is
desired in accordance with criteria to be developed by the Transmission
Engineering and Operating Committee.
8.4 If two or more Participants concurrently desire to make non-firm
use of transmission Capacity in the same segment of the Transmission
System pursuant to Section 8.3 hereof and the available transmission
Capacity in such segment is not adequate to satisfy all such requests,
then, unless otherwise agreed, the available Capacity will be shared by
those Participants concurrently requesting such Capacity in proportion to
their cost responsibility in such segment as provided in the Project
Agreements.
8.5 The Participants' designated points of
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delivery shall be as follows:
8.5.1 Arizona = Navajo 500 kv Switchyard and Westwing
Substation.
8.5.2 Los Angeles = Navajo 500 kv Switchyard and McCullough
500 kv Switchyard.
8.5.3 Nevada = Navajo 500 kv Switchyard and McCullough
500 kv Switchyard.
8.5.4 Salt River = Navajo 500 kv Switchyard and Westwing
Project Substation.
8.5.5 Tucson = Navajo 500 kv Switchyard and Westwing
Substation.
8.5.6 United = Navajo 500 kv Switchyard, McCullough
States 500 kv Switchyard, Westwing Substation,
and the Moenkopi Switchyard during the
period in which the United States is
selling Power to Southern California
Edison Company pursuant to the Contract
With Southern California Edison Company
for Interim Sale of United States'
Entitlement of Navajo Project for
delivery at Moenkopi Switchyard.
8.6 Each Participant shall be entitled to interconnect its
transmission system with the Transmission System at its designated points
of delivery, and the costs of such interconnection shall be paid by such
Participant.
8.7 Upon agreement with all the other Partici-
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pants, a Participant may at its expense make interconnections to the
Transmission System at points other than its designated points of
delivery. Such agreement shall specify the terms and conditions under
which such interconnections may be made, the charges, if any, to the
interconnecting Participant, and the distribution of the proceeds
therefrom to the other Participants.
8.8 Unless otherwise agreed by the Transmission Engineering and
Operating Committee, when the Capacity available to the Participants in
any segment of the Transmission System is insufficient to accommodate all
of the firm use of the Transmission System pursuant to Section 8.1 hereof,
then the use of the available Capacity of that segment of the Transmission
System will be allocated in proportion to the Participants' cost
responsibility in such segment. It is not the intention of the
Participants to dedicate any Capacity in the Transmission System for use
by other parties.
8.9 The Transmission System will be interconnected with the Four
Corners-Eldorado 500 kv line at the Moenkopi Switchyard in accordance with
the Memorandum Transmission Agreement, and as such agreement may hereafter
be supplemented, amended or superseded.
8.10 For the purpose of this Section 8, any use of any section of
line by the United States which is in excess of the greater of (i) the
United States' percentage
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cost responsibility in such line times the capability of such line, or
(ii) the capability required to supply the Power requirements of the
Central Arizona Project, shall be deemed to be non-firm use unless the
right to such use shall have been acquired pursuant to Section 8.2 hereof.
8.11 Notwithstanding the provisions of this Section 8, Los Angeles
shall have the right to use the McCullough Substation or to interconnect
its transmission system therewith for purposes other than those of the
Navajo Project established pursuant to the Project Agreements; provided,
that such use or interconnection shall not unreasonably interfere with the
rights, titles or interests of the other Participants in the Transmission
System as established pursuant to Project Agreements.
9. ADMINISTRATION:
9.1 As a means of securing effective cooperation and interchange of
information and of providing consultation on a prompt and orderly basis
among the Participants in connection with various administrative and
technical problems which may arise from time to time in connection with
the terms and conditions of the Project Agreements, the Coordinating
Committee, Auditing Committee, Transmission Engineering and Operating
Committee and Station Engineering and Operating Committee, established
under the provisions of Section 8 of the Participation Agreement, shall
continue in existence and shall have the
-23-
responsibilities set forth in Sections 9.2 through 9.5 hereof.
9.2 The Coordinating Committee shall be composed of one (1)
representative of each Participant, who shall be the Contracting Officer
or an officer or general manager of a Participant or the designee of any
of the foregoing and shall:
9.2.1 Provide liaison among the Participants at the management
level.
9.2.2 Exercise general supervision over the Station Engineering and
Operating Committee, the Transmission Engineering and
Operating Committee, the Auditing Committee and other
permanent or ad hoc committees established pursuant to Section
9.11 hereof.
9.2.3 Consider matters referred to it by another committee.
9.2.4 Perform such other functions and duties as may be assigned to
it in the Project Agreements.
9.2.5 Review, discuss and act upon disputes among the Participants
arising under the Project Agreements.
9.3 The Station Engineering and Operating Committee shall consist of
two (2) representatives desig-
-24-
nated by each Participant, and each such representative shall be
authorized by the Participant by which he is designated to act on its
behalf with respect to those matters herein provided to be the
responsibilities of the Station Engineering and Operating Committee. The
Station Engineering and Operating Committee shall:
9.3.1 Provide liaison among the Participants and between them and
the Project Manager and the Operating Agent for the Navajo
Generating Station with respect to the engineering,
construction, operation, maintenance, replacement and
reconstruction of the Navajo Generating Station.
9.3.2 Perform such other functions and duties as may be assigned to
it in the Project Agreements or by the Coordinating Committee.
9.4 The Transmission Engineering and Operating Committee shall
consist of two (2) representatives designated by each Participant, and
each such representative shall be authorized by the Participant by which
he is designated to act on its behalf with respect to those matters herein
provided to be the responsibilities of the Transmission Engineering and
Operating Committee. The Transmission Engineering and Operating Committee
shall:
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9.4.1 Provide liaison among the Participants and between them and
the Project Managers and the Operating Agents for the
Components of the Transmission System with respect to the
engineering, construction, operation, maintenance, re-
placement and reconstruction of the Transmission System.
9.4.2 Perform such other functions and duties as may be assigned to
it in the Project Agreements or by the Coordinating Committee.
9.5 The Auditing Committee shall consist of two (2) representatives
designated by each Participant, and each such representative shall be
authorized by the Participant by which he is designated to act on its
behalf with respect to those matters herein provided to be the
responsibilities of the Auditing Committee. The Auditing Committee shall:
9.5.1 Develop procedures for proper accounting and financial liaison
among the Participants in connection with the engineering,
construction, operation, replacement, reconstruction and
maintenance of the Navajo Project.
9.5.2 Review accounting and financial
-26-
aspects of the engineering, construction, operation,
maintenance, replacement and reconstruction of the Navajo
Project.
9.5.3 Advise and make recommendations to the Coordinating Committee,
the Project Managers and the Operating Agents on matters
involving auditing and financial transactions.
9.5.4 Perform such other functions and duties as may be
assigned to it in the Project Agreements or by the
Coordinating Committee.
9.6 Any action or determination of a committee must be unanimous.
9.7 All actions, agreements or determinations made by the committees
shall be reduced to writing and any such action, agreement or
determination shall become effective when signed by a representative of
each Participant on the committee or an authorized alternate. The Station
Engineering and Operating Committee, the Transmission Engineering and
Operating Committee and the Auditing Committee shall keep written minutes
and records of all meetings
9.8 The committees shall have no authority to modify any of the terms,
covenants or conditions of the
-27-
Project Agreements.
9.9 If the Station Engineering and Operating Committee, Transmission
Engineering and Operating Committee or the Auditing Committee fail to
reach agreement while performing the respective functions and duties
assigned to them in this Co-Tenancy Agreement or in the other Project
Agreements, then such disagreement shall be referred to the Coordinating
Committee.
9.10 Each Participant shall notify the other Participants promptly
of any change in the designation of its representatives on the committees.
A Participant may designate an alternate to act as its representative on
any committee in the absence of the regular member or to act on specified
occasions with respect to specified matters. Any alternate representative
appearing at a committee meeting shall be deemed to have authority to act
on behalf of the Participant he represents unless he furnishes written
notice to the committee chairman to the contrary.
9.11 The Participants, acting through the Coordinating Committee,
shall have the right to establish permanent or ad hoc committees. The
authority and duties of any such committee shall be set forth in writing
and shall be subject to the provisions of the Project Agreements.
10. NONPARTITIONMENT: The Co-Tenants and each of them accept title to the
Navajo Project and their rights, titles and
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interests in the Project Agreements as tenants in common. Each Co-Tenant
agrees to waive any rights which it may have to partition the Navajo
Project, or the Project Agreements, whether by partitionment in kind or by
sale and division of the proceeds, and further agrees that it will not
resort to any action in law or in equity to partition the Navajo Project,
or the Project Agreements, and it waives the benefits of all laws that may
now or hereafter authorize such partition for a term (i) which shall be
co-terminus with this Co-Tenancy Agreement, or (ii) which shall be for
such lesser period as may be required under applicable law.
11. MORTGAGE AND TRANSFER OF INTERESTS:
11.1 Except as provided in Section 11.6 hereof, each Co-Tenant shall
have the right at any time and from time to time to mortgage, create or
provide for a security interest in or convey in trust all or a part of its
ownership share in the Navajo Project, together with an equal interest in
the Project Agreements, to a trustee or trustees under a deed of trust,
mortgage or indenture, or to a secured party or parties under a security
agreement, as security for its present or future bonds or other
obligations or securities, and to any successors or assigns thereof,
without need for the prior written consent of any other Participant and
without such mortgagee, trustee or secured party assuming or becoming in
-29-
any respect obligated to perform any of the obligations of the
Participants.
11.2 Except as provided in Section 11.6 hereof, any mortgagee,
trustee or secured party under present or future deeds of trust,
mortgages, indentures or security agreements of any of the Co-Tenants and
any successor or assign thereof, and any receiver, referee or trustee in
bankruptcy or reorganization of any of the Co-Tenants, and any successor
by action of law or otherwise, and any purchaser, transferee or assignee
of any thereof may, without need for the prior written consent of any
other Participant, succeed to and acquire all the rights, titles and
interests of such Co-Tenant in the Navajo Project and the Project
Agreements and may take over possession of or foreclose upon said rights,
titles and interests of such Co-Tenant.
11.3 Except as provided in Section 11.6 hereof, each Co-Tenant shall
have the right to transfer or assign all or part of its ownership share in
the Navajo Project, together with an equal interest in the Project
Agreements, to any of the following without the need for prior written
consent of any other Participant:
11.3.1 To any entity acquiring all or substantially all of the
property of such Co-Tenant ; or
11.3.2 To any entity merged or consolidated
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with such Co-Tenant; or
11.3.3 To any entity which is wholly-owned by a Co-Tenant; or
11.3.4 To the Salt River Valley Water Users' Association, an Arizona
corporation, in the case of a transfer by Salt River Project.
11.4 Except as otherwise provided in Sections 11.1, 11.2 and 11.6
hereof, any successor to the rights, titles and interests of a Co-Tenant
in the Navajo Project, together with an equal interest in the Project
Agreements, shall assume and agree to fully perform and discharge all of
the obligations hereunder of such Co-Tenant, and such successor shall
notify each of the other Participants in writing of such transfer,
assignment or merger, and shall furnish to each Participant evidence of
such transfer, assignment or merger.
11.5 No Participant shall be relieved of any of its obligations
under the Project Agreements by an assignment under this Section 11
without the express prior written consent of all of the remaining
Participants.
11.6 The rights set forth in Sections 11.1, 11.2 and 11.3 hereof
shall not apply to such interests of Salt River Project in the Navajo
Project or in the Project Agreements as are held for the use and benefit
of the United States, and Salt River Project shall transfer,
-31-
convey, mortgage, encumber or hypothecate any such interest only upon the
prior written instruction of the United States.
12. RIGHT OF FIRST REFUSAL:
12.1 Except as provided in Section 11 hereof, should any Co-Tenant
desire to transfer its ownership in the Navajo Project or any part thereof
to any person, entity or another Co-Tenant, each remaining Co-Tenant shall
have the right of first refusal to purchase such interest on the basis of
the greater of the following amounts:
12.1.1 The amount of the bona fide written offer from the
prospective buyer, or
12.1.2 The fair market value.
12.2 If more than one of the Co-Tenants desire to purchase such
interest, unless otherwise agreed, it shall be transferred in the ratio
that the Generation Entitlement Share of each Co-Tenant desiring to
purchase bears to the total Generation Entitlement Shares of such Co-
Tenants.
12.3 At least three (3) years prior to the date on which the
intended transfer is to be consummated, the Co-Tenant desiring to transfer
shall serve written notice of its intention to do so upon all of the
Participants. Such notice shall contain the proposed date of transfer and
the terms and conditions of the transfer.
-32-
12.4 Each Co-Tenant shall have the option to purchase all or any
part of the interest to be transferred and shall exercise said option by
serving written notice of its intention upon the Co-Tenant desiring to
transfer and on the remaining Participants within one hundred eighty (180)
days after service of the written notice of intention to transfer given
pursuant to Section 12.3 hereof. Failure by a Co-Tenant to exercise said
option as provided herein within the time period specified shall be
conclusively deemed to be an election not to exercise said option.
12.5 If the Co-Tenants fail to exercise their option to purchase the
entire ownership interest to be transferred, then the Co-Tenant desiring
to transfer shall serve written notice of this fact upon the remaining
Participants within ten (10) days after its receipt of the last of the
written notices given pursuant to Section 12.4 hereof, or after the
expiration of the one hundred eighty (180) day period referred to in
Section 12.4 hereof, whichever is earlier.
12.6 The Co-Tenants who exercised their option to purchase less than
the entire ownership interest to be transferred shall have the option to
purchase the remaining ownership interest to be transferred, which such
option shall be exercised by serving written notice of such election upon
the Co-Tenant desiring to transfer
-33-
within thirty (30) days after the receipt of the notice given pursuant to
Section 12.5 hereof.
12.7 When the options to purchase all or any portion of said
ownership interest have been exercised, the Co-Tenants shall thereby incur
the following obligations:
12.7.1 The Co-Tenant desiring to transfer the ownership interest and
the Co-Tenants having exercised the option to purchase all or
any portion of such ownership interest shall be obligated to
proceed in good faith and with due diligence to obtain all
required authorizations and approvals for such purchase.
12.7.2 The Co-Tenant desiring to transfer such ownership interest
shall be obligated to obtain the release of any lien en-
cumbering the ownership interest which is the subject of the
transfer at the earliest practicable date.
12.7.3 The Co-Tenants having exercised the option to purchase such
ownership interest shall be obligated to perform all of the
terms and conditions required of them to complete the purchase
of said ownership interest.
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`
12.8 The purchase of the ownership interest by the Co-Tenants having
elected to purchase the same shall be fully consummated within thirty (30)
months following, the date upon which all notices required to be given
under this Section 12 have been duly served, unless the Co-Tenants are
then diligently pursuing applications for required authorizations or
approvals to effect such transfer or are then diligently pursuing or
defending appeals from orders entered or authorizations issued in
connection with such applications, in which event the transfer shall be
consummated within twelve (12) months following the date upon which the
final order is entered or authorization issued in connection with such
applications.
12.9 If the Co-Tenants fail to exercise their option to purchase all
of the ownership interest to be transferred, the Co-Tenant desiring to
transfer such interest shall be free to transfer all, but not less than
all, of such interest to the party that made the offer to purchase
referred to in Section 12.1 hereof upon the terms and conditions set forth
in said bona fide written offer. If such transfer is not consummated by
the proposed date of transfer referred to in Section 12.3 hereof, the
Co-Tenant desiring to transfer said ownership interest must give another
complete new right of first refusal to the remaining Co-Tenants pursuant
to the
-35-
provisions of this Section 12 before such Co-Tenant shall be free to
transfer said ownership interest to another party.
12.10 The Co-Tenants who purchase the ownership interest pursuant to
this Section 12 shall receive title to and shall own the interest as
tenants in common, subject to the same rights, duties and obligations as
are applied by the Project Agreements to the interest being transferred in
the hands of the transferring Co-Tenant.
12.11 Any Co-Tenant transferring an ownership interest pursuant to
the provisions of this Section 12 shall remain liable and obligated for
the performance of all of the terms and conditions of the Project
Agreements, unless otherwise agreed to by all of the remaining
Participants.
12.12 Any party who may succeed to an ownership interest pursuant to
this Section 12 shall specifically agree in writing with the remaining
Participants at the time of such transfer that it will not transfer or
assign all or any portion of such ownership interest without complying
with the terms and conditions of this Section 12.
12.13 The provisions of this Section 12 shall not apply to any
interest held by the Salt River Project for the use and benefit of the
United States.
13. DESTRUCTION :
13.1 If a generating unit of the Navajo Generat-
36
ing Station should be destroyed to the extent that the cost of repairs or
reconstruction is less than 60% of the original cost thereof, the
Participants shall, unless otherwise agreed, repair or reconstruct such
generating unit to substantially the same general character or use as the
original. The Participants shall share the costs of such repair or
reconstruction in proportion to their Generation Entitlement Shares in the
generating unit so destroyed.
13.2 If a generating unit of the Navajo Generating Station should be
destroyed to the extent that the cost of repairs or reconstruction is 60%
or more of the original costs thereof, the Participants shall, upon
agreement, restore or reconstruct, such unit to substantially the same
general character or use as the original; provided, however, that should
all of the Participants not agree to restore or reconstruct such unit, but
some of the Participants nevertheless desire so to do, then the
Participants who do not agree to restore or reconstruct shall sell their
interests in such unit to the remaining Participants at a price equal to
the salvage value of such interests. The Participants agreeing to restore
or reconstruct such unit shall share the costs of restoration or
reconstruction in the proportion that the Generation Entitlement Share of
each bears to the total of Generation Entitlement Shares of such
Participants.
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13.3 If any facilities of the Transmission System, the Railroad or
the pumping plant should be destroyed, the Participants shall, unless
otherwise agreed, repair or reconstruct such facilities. The Participants
shall share the costs of such repair or reconstruction in proportion to
their cost responsibility for the facilities so destroyed.
14. SEVERANCE OF IMPROVEMENTS: Except as provided in Section 12 of the
Indenture of Lease, the Co-Tenants agree that all facilities, structures,
improvements, equipment and property of whatever kind and nature
constructed, placed or affixed on the rights-of-way, easements, patented
and leased lands as part of or as a Capital Improvement to the Navajo
Project, as against all parties and persons whomsoever (including without
limitation any party acquiring any interest in the rights-of-way,
easements, patented or leased lands or any interest in or lien, claim or
encumbrance against any of such facilities, structures, improvements,
equipment and property of whatever kind and nature), shall be deemed to be
and remain personal property of the Co-Tenant(s), not affixed to the
realty.
15. CAPITAL IMPROVEMENTS:
15.1 The Participants recognize that from time to time it may be
necessary or desirable to make Capital Improvements or that Capital
Improvements may be required
38
by laws and regulations applicable to the Navajo Project.
15.2 If requested by a Participant, any such Capital Improvement
shall be described in a supplement to this Co-Tenancy Agreement executed
in recordable form.
15.3 The rights, titles and interests, including undivided
percentage ownership interests, of any Participant in and to any Capital
Improvements to the Navajo Generating Station shall be held as provided in
Section 6.1 hereof.
15.4 Except as specifically provided in Section 6.2.5 hereof,
Capital Improvements made to the Transmission System shall be owned by the
Participant(s) in percentage ownership interest(s) in proportions equal to
their construction cost responsibility (ies) for such Capital
Improvements; provided, that title to the interest of the United States in
any such Capital Improvements shall be held by the Salt River Project for
the use and benefit of the United States.
16. INTERESTS HELD FOR THE USE AND BENEFIT OF THE UNITED STATES :
16.1 Salt River Project shall acquire and hold the interests
acquired for the use and benefit of the United States so that the United
States will realize the full use and benefit of its entitlement as
provided for in the Project Agreements.
16.2 Salt River Project shall not execute any
-39-
Project Agreement or any other agreement which purports to apply to the
rights, titles or interests held for the use and benefit of the United
States to which the United States is not a contracting party in its
capacity as a Participant without the prior written consent of the United
States. Except as otherwise provided in the Project Agreements, Salt River
Project shall not exercise any rights, privileges or options in any such
agreement for or on behalf of the United States without the prior written
consent of the United States. With respect to any Project Agreement to
which the United States is not a contracting party, except as otherwise
provided in the Project Agreements, the United States shall have a right,
co-equal with the rights of the Participants who are contracting parties
to such Project Agreement, to participate in any decision or action taken
under such Project Agreement which in any manner applies to or affects a
right, title or interest held by Salt River Project for the use and
benefit of the United States, to the same extent and to the same effect as
though the United States were a contracting party to such Project
Agreement.
16.3 Although it is the intention of the Participants that no
Co-Tenant should incur any additional liability or burden by reason of the
generating and transmission Capacity dedicated for the use and benefit of
the United States, should any such liability or burden
40
be imposed upon Salt River Project solely by reason of its holding legal
title to any portion of the Navajo Project or holding an interest in the
Project Agreements for the use and benefit of the United States, such
liability or burden shall be shared by the Co-Tenants and allocated among
them in the ratio that each Co-Tenant's Generation Entitlement Share bears
to the total of the Generation Entitlement Shares of the Co-Tenants. To
the extent any such liability or burden is remedied by money payment,
performance or otherwise subsequent to its allocation to the Co-Tenants,
Salt River Project shall reimburse or recompense the Co-Tenants in the
same ratio as such liability or burden was shared among them.
16.4 All moneys paid to Salt River Project pursuant to the Project
Agreements which are for the use and benefit of the United States shall be
segregated from Salt River Project's general funds and, upon written
request of the Contracting Officer, such funds will be invested by Salt
River Project in the manner specified in such request. All interest earned
and appreciation in value on such investments shall inure to the benefit
of the United States and all losses on such investments shall be at the
risk of the United States. If the proceeds exceed the amount of the
obligation for which they are designated or held, then, upon written
request of the Contracting Officer, Salt River Project shall pay such
-41-
excess to the United States or its designee.
17. REIMBURSEMENT FOR COSTS AND EXPENSES: The United States shall reimburse
Salt River Project for all costs and expenses not otherwise specifically
provided for which are imposed upon, measured by or associated with the
interests held by Salt River Project for the use and benefit of the United
States in accordance with the Project Agreements.
18. DEFAULTS AND COVENANTS REGARDING OTHER AGREEMENTS:
18.1 Each Participant hereby agrees that it shall pay all monies and
carry out all other duties and obligations agreed to be paid and/or
performed by it pursuant to all of the terms and conditions set forth and
contained in the Project Agreements, and a default by any Participant in
the covenants and obligations to be kept and performed pursuant to the
terms and conditions set forth and contained in any of the Project
Agreements shall be an act of default under this Co-Tenancy Agreement.
18.2 In the event of a default by any Participant in any of the
terms and conditions of the Project Agreements, then, within ten (10) days
after written notice has been given by any non-defaulting Participant to
all other Participants of the existence and nature of the default, the
non-defaulting Participants shall remedy such default either by advancing
the necessary funds
-42-
and/or commencing to render the necessary performance, with each
non-defaulting Participant contributing to such remedy in the ratio of its
Generation Entitlement Share to the total of the Generation Entitlement
Shares of all non-defaulting Participants.
18.3 In the event of a default by any Participant in any of the
terms and conditions of the Project Agreements and the giving of notice as
provided in Section 18.2 hereof, the defaulting Participant shall take all
steps necessary to cure such default as promptly and completely as
possible and shall pay promptly upon demand to each non-defaulting
Participant the total amount of money and/or the reasonable equivalent in
money of non-monetary performance, if any, paid and/or made by such
non-defaulting Participant in order to cure any default by the defaulting
Participant, together with interest on such money and/or the costs of
non-monetary performance at the rate of ten per cent (10%) per annum, or
the maximum rate of interest legally chargeable, whichever is the lesser,
from the date of the expenditure of such money and/or the date of
completion of such non-monetary performance by each such non-defaulting
Participant to the date of such reimbursement by the defaulting
Participant, or such greater amount as may be otherwise provided in the
Project Agreements.
18.4 In the event that any Participant shall
-43-
dispute an asserted default by it, then such Participant shall pay the
disputed payment or perform the disputed obligation, but may do so under
protest. The protest shall be in writing, shall accompany the disputed
payment or precede the performance of the disputed obligation, and shall
specify the reasons upon which the protest is based. Copies of such
protest shall be mailed by such Participant to all other Participants.
Payments not made under protest shall be deemed to be correct, except to
the extent that periodic or annual audits may reveal over or under
payments by Participants, necessitating adjustments. In the event it is
determined by arbitration, pursuant to the provisions of this Co-Tenancy
Agreement or otherwise, that a protesting Participant is entitled to a
refund of all or any portion of a disputed payment or payments or is
entitled to the reasonable equivalent in money of non-monetary performance
of a disputed obligation theretofore made, then, upon such determination,
the non-protesting Participants shall pay such amount to the protesting
Participant, together with interest thereon at the rate of six per cent
(6%) per annum from the date of payment or from the date of completion of
performance of a disputed obligation to the date of reimbursement.
Reimbursement of the amount so paid shall be made by the non-protesting
Participants in the ratio of their respective Generation Entitlement
Shares to
44
the total of the Generation Entitlement Shares of all non-protesting
Participants.
18.5 Unless otherwise determined by a board of arbitrators, in the
event a default by any Co-Tenant in the payment or performance of any
obligation under the Project Agreements shall continue for a period of six
(6) months or more without having been cured by the defaulting Co-Tenant
or without such Co-Tenant having commenced or continued action in good
faith to cure such default, or in the event the question of whether an act
of default exists is the subject of arbitration and such default continues
for a period of six (6) months following a final determination by a board
of arbitrators or otherwise that an act of default exists and the
defaulting Co-Tenant has failed to cure such default or to commence such
action during said six (6) month period, then, at any time thereafter and
while said default is continuing, all of the non-defaulting Co-Tenants
may, by written notice to all Participants, suspend the right of the
defaulting Co-Tenant to receive all or any part of its proportionate share
of the Net Effective Generating Capability, in which event:
18.5.1 During the period that such suspension is in effect, the
non-defaulting Participants shall bear all of the operation
and maintenance costs, insurance costs and other expenses
-45-
otherwise payable by the defaulting Co-Tenant under the
Project Agreements in the ratio of their respective Generation
Entitlement Shares to the total of the Generation Entitlement
Shares of all non-defaulting Participants.
18.5.2 A defaulting Co-Tenant shall be liable to the non-defaulting
Participants (in the proportion that the Generation
Entitlement Share of each non-defaulting Participant bears to
the total of the Generation Entitlement Shares of all
non-defaulting Participants) for all costs incurred by such
non-defaulting Participants pursuant to Section 18.5.1 hereof.
The proceeds paid by any defaulting Co-Tenant to remedy any
such default shall be distributed to the non-defaulting
Participants in the ratio of their respective Generation
Entitlement Shares to the total of the Generation Entitlement
Shares of all non-defaulting Participants.
18.6 In addition to the remedies provided for in Section 18.5 of
this Co-Tenancy Agreement, the non-defaulting Participants may, in
submitting a dispute to arbitration in accordance with the provisions of
Section 19 hereof, request that the board of arbitrators determine what
additional remedies may be reasonably necessary or
-46-
required under the circumstances which give rise to the dispute. The board
of arbitrators may determine what remedies are necessary or required in
the premises, including but not limited to the conditions under which the
Navajo Generating Station may be operated economically and efficiently
during periods when the defaulting Co-Tenant's right to receive its
proportionate share of the Net Effective Generating Capability is
suspended.
18.7 The rights and remedies of the Participants set forth in this
Co-Tenancy Agreement shall be in addition to the rights and remedies of
the Participants set forth in any other of the Project Agreements.
18.8 Notwithstanding the provisions of Sections 18.3 and 18.4
hereof, the United States shall not pay or be held liable for any interest
charges, except as otherwise provided in Section 18.9 hereof.
18.9 In the event a default by the United States in any of its
obligations to advance funds in accordance with the provisions of the
Project Agreements is remedied by the non-defaulting Participants as
provided in Section 18.2 hereof, the United States will reimburse each
contributing Participant for its costs of money thereby incurred if there
is in effect at the time of such reimbursement an Act of Congress
expressly authorizing such reimbursement to be made by the United States.
For the purposes of this Section 18.9, "costs of money" shall
47
mean the contributing Participant's average cost of borrowed capital
during the period in which its funds are advanced to remedy a default by
the United States.
19. ARBITRATION:
19.1 If a dispute between any of the Participants should arise under
the Project Agreements which does not involve the legal rights of or which
will not create a legal obligation upon the United States under the
Project Agreements, or will not affect the interests or rights held for
the use and benefit of the United States under the Project Agreements,
any Participant(s) may call for submission of the dispute to arbitration,
which call shall be binding upon all of the other Participants.
19.2 The Participant(s) calling for arbitration shall give written
notice to all other Participants, setting forth in such notice in adequate
detail the nature of the dispute, the amount or amounts, if any, involved
in such dispute, and the remedy sought by such arbitration proceedings,
and, within twenty (20) days from receipt of such notice, any other
Participant(s) involved may, by written notice to the first Participant(s)
and all other Participants, prepare its or their own statement of the
matter at issue and set forth in adequate detail additional related
matters or issues to be arbitrated. Thereafter, the Participant(s) first
submitting its or their statement of the matter at issue shall have ten
(10)
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days in which to submit a rebuttal statement, copies of which shall be
given to all other Participants.
19.3 Within ten (10) days following the submission of the rebuttal
statement, the Participants, acting through their representatives on the
Coordinating Committee, shall meet for the purpose of selecting
arbitrators. Each Participant or group of Participants representing one
side of the dispute shall designate an arbitrator. The arbitrators so
selected shall meet within twenty (20) days following their selection and
shall select additional arbitrators, the number of which shall be one (1)
less than the number of arbitrators selected by the Participants. If the
arbitrators selected by the Participants, as herein provided, shall fail
to select such additional arbitrator(s) within said twenty (20) day
period, then the arbitrators shall request from the American Arbitration
Association (or a similar organization if the American Arbitration
Association should not at that time exist) a list of arbitrators who are
qualified and eligible to serve as hereinafter provided. The arbitrators
selected by the Participants shall take turns striking names from the list
of arbitrators furnished by the American Arbitration Association, and the
last name(s) remaining on said list shall be the additional arbitrator(s).
All arbitrators shall be persons skilled and experienced in the field
which gives
-49-
rise to the dispute, and no person shall be eligible for appointment as an
arbitrator who is an officer or employee of any of the parties to the
dispute or is otherwise interested in the matter to be arbitrated.
19.4 Except as otherwise provided in this Section 19, the
arbitration shall be governed by the rules and practice of the American
Arbitration Association (or the rules and practice of a similar
organization if the American Arbitration Association should not at that
time exist) from time to time in force, except that if such rules and
practice, as modified herein, shall conflict with the Arizona Revised
Statutes or any other provisions of Arizona law or Federal law, as the
case may be, then in force which are specifically applicable to
arbitration proceedings, such law shall govern.
19.5 Included in the issues which may be submitted to arbitration
pursuant to this Section 19 is the issue of whether the right to arbitrate
a particular dispute is permitted under the Project Agreements.
19.6 The arbitrators shall hear evidence submitted by the respective
Participants and may call for additional information, which additional
information shall be furnished by the Participant(s) having such
information. The decision of a majority of the arbitrators shall be
binding upon all the Participants.
19.7 The award of the arbitrators shall contain
50
findings relative to the materiality of the default, the period of time
within which the defaulting party must remedy the default or commence
remedial action, and the remedies which may be exercised by the
non-defaulting Participants in the event the default is not remedied
within such period of time.
19.8 This agreement to arbitrate shall be specifically enforceable,
and the award and findings of the arbitrators shall be final and binding
upon the Participants to the extent permitted by applicable law. Any award
may be filed with the clerk of any court having jurisdiction over the
Participants, or any of them, against whom the award is rendered, and,
upon such filing, such award, to the extent permitted by the laws of the
jurisdiction in which said award is filed, shall be specifically
enforceable or shall form the basis of a declaratory judgment or other
similar relief.
19.9 The fees and expenses of the arbitrators shall be shared by the
Participants equally, unless the decision of the arbitrators shall specify
some other apportionment of such fees and expenses. All other expenses and
costs of the arbitration shall be borne by the Participant incurring the
same.
19.10 In the event that any Participant shall attempt to carry out
the provisions herein set forth in regard to arbitration, and such
Participant shall not be
51
able to obtain a valid and enforceable arbitration decree, such
Participant shall be entitled to seek legal remedies in the courts having
jurisdiction in the premises, and the provisions of the Project Agreements
referring to decision of a board of arbitration shall be then deemed
applicable to final decisions of such courts.
19.11 If a dispute arises between any of the Participants which does
or may involve the legal rights of or which will or may create a legal
obligation upon the United States under the Project Agreements, or which
affects or may affect the interests or rights held for the use and benefit
of the United States under the Project Agreements, then any Participant
may call for submission to arbitration of any part of the dispute, which
the United States may lawfully submit to arbitration. If the Contracting
Officer agrees to such arbitration, or if the Contracting Officer refuses
or fails to arbitrate and a court of competent jurisdiction thereafter
finally decides that the United States may lawfully submit the matter in
dispute to arbitration, it shall be conducted in the manner set forth in
this Section 19 or in such other manner as may be provided for by Federal
law.
20. ACTIONS PENDING RESOLUTION OF DISPUTES: If a dispute should arise which is
not resolved by the Coordinating Committee, then, pending the resolution
of the dispute by arbitration or judicial proceedings, the Project
Managers
52
or Operating Agents shall proceed with Station Work and Transmission Work
in a manner consistent with the Project Agreements and generally accepted
practice in the electric utility industry, and the Participants shall
advance the funds required to perform such Station Work and Transmission
Work in accordance with the applicable provisions of the Project
Agreements. The resolution of any dispute involving the failure of one of
the committees to reach agreement upon matters involving future
expenditures shall have prospective application from the date of final
determination, and amounts advanced by the Participants pursuant to this
Section 20 during the pendency of such dispute shall not be subject to
refund except upon a final determination that the expenditures were not
made in a manner consistent with the Project Agreements and generally
accepted practice in the electric utility industry.
21. TERM AND RIGHTS OF CO-TENANTS UPON TERMINATION:
21.1 This Co-Tenancy Agreement shall continue in force and effect
for the term of the Indenture of Lease and any extension thereof, unless
otherwise agreed.
21.2 Upon termination of this Co-Tenancy Agreement the facilities
comprising the Navajo Project shall be disposed of in a manner to be
mutually agreed upon by the Participants.
22. COVENANTS RUNNING WITH THE LAND:
53
22.1 All of the respective covenants and obligations of each of the
Co-Tenants set forth and contained in the Project Agreements shall bind
and shall be and become the respective covenants and obligations of:
22.1.1 Each such Co-Tenant;
22.1.2 All mortgagees, trustees and secured parties under all
present and future mortgages, indentures and deeds of
trust, and security agreements which are or may become
a lien upon any of the properties of such Co-Tenant;
22.1.3 All receivers, assignees for the benefit of creditors,
bankruptcy trustees and referees of such Co-Tenant;
22.1.4 All other persons, firms, partnerships or corporations
claiming through or under any of the foregoing; and
22.1.5 Any successors or assigns of any of those mentioned in
Sections 22.1.1 through 22.1.4 hereof
and shall be covenants and obligations running with such Co-Tenant's
respective rights, titles and interests in the Navajo Project and in, to
and under the Project Agreements, and shall be for the benefit of the
respective rights, titles and interests of the Participants and their
54
respective successors and assigns, in and to the Navajo Project. It is the
specific intention of this provision that all such covenants and
obligations shall be binding upon any party which acquires any of the
rights, titles and interests of any such Co-Tenant in the Navajo Project
or in, to and under the Project Agreements and that all of the
above-described persons and groups shall be obligated to use such
Co-Tenant's rights, titles and interests in the Navajo Project and/or in,
to or under the Project Agreements for the purpose of discharging its
covenants and obligations under the Project Agreements; except that in the
case of a partial assignment the assignee shall only be required to share
in the cost of fulfilling the covenants and obligations of the assigning
Co-Tenant in, to and under the Project Agreements to an extent
proportionate to such assignment.
23. RELATIONSHIP OF PARTICIPANTS:
23.1 The covenants, obligations and liabilities of the Participants
are intended to be several and not joint or collective and, except as
expressly provided in the Project Agreements, nothing herein contained
shall ever be construed to create an association, joint venture, trust or
partnership, or to impose a trust or partnership covenant, obligation or
liability on or with regard to any one or more of the Participants. Each
Participant shall be individually responsible for its own covenants,
-55-
obligations and liabilities as herein provided. No Participant or group of
Participants shall be under the control of or shall be deemed to control
any other Participant or the Participants as a group. No Participant shall
be the agent of or have a right or power to bind any other Participant
without its express written consent, except as provided in the Project
Agreements.
23.2 The Co-Tenants hereby elect to be excluded from the application
of Subchapter "K" of Chapter 1 of Subtitle "A" of the Internal Revenue
Code of 1954, or such portion or portions thereof as may be permitted or
authorized by the Secretary of the Treasury or his delegate, insofar as
such Subchapter, or any portion or portions thereof, may be applicable to
the Co-Tenants under the Project Agreements.
24. FEES: No Project Manager or Operating Agent shall receive any fee or
profit under the Project Agreements.
25. UNCONTROLLABLE FORCES: No Participant shall be considered to be in default
in the performance of any of its obligations under the Project Agreements
(other than obligations of said Participant to pay costs and expenses)
when a failure of performance shall be due to an uncontrollable force. The
term "uncontrollable force" shall be any cause beyond the control of the
Participant affected, including but not restricted to failure of or threat
of failure of facilities, flood, earthquake, storm, fire,
-56-
lightning, epidemic, war, riot, civil disturbance or disobedience, labor
dispute, labor or material shortage, sabotage, restraint by court order or
public authority, and action or non-action by or failure to obtain the
necessary authorizations or approvals from any governmental agency or
authority, which by exercise of due diligence such Participant could not
reasonably have been expected to avoid and which by exercise of due
diligence it shall be unable to overcome. Nothing contained herein shall
be construed so as to require a Participant to settle any strike or labor
dispute in which it may be involved. Any Participant rendered unable to
fulfill any of its obligations under the Project Agreements by reason of
an uncontrollable force shall give prompt written notice of such fact to
the other Participants and shall exercise due diligence to remove such
inability with all reasonable dispatch. The term "Participant" as used in
this Section 25 shall include any Project Manager or Operating Agent, in
its capacity as such.
26. GOVERNING LAW: This Co-Tenancy Agreement shall be governed by the laws of
the State of Arizona, except insofar as the rights or obligations of the
United States are concerned.
27. BINDING OBLIGATIONS: All of the obligations set forth in the Project
Agreements shall bind the Participants and their successors and assigns,
and such obligations shall
-57-
run with the Participants' rights, titles and interests in the Navajo
Project and with all of the interests of each Participant in the Project
Agreements; provided that any mortgagee, trustee or secured party shall
not be obligated for obligations arising prior to taking of possession or
the initiation of remedial proceedings.
28. NONDEDICATION OF FACILITIES:
28.1 The Project Agreements shall not be construed to grant to any
Co-Tenant any rights of ownership in, possession of or control over the
electric system of the United States.
28.2 The Project Agreements shall not be construed to grant to the
United States any rights of ownership in, possession of, or control over
the electric system of any Co-Tenant.
28.3 The Co-Tenants do not intend to dedicate, and nothing in the
Project Agreements shall be construed as constituting a dedication by any
Co-Tenant of its properties or facilities, or any part thereof, to the
United States or to any other Co-Tenant or to the customers of the United
States or to the customers of any other Co-Tenant.
29. ENVIRONMENTAL PROTECTION:
29.1 The Participants will design, construct, operate and maintain
the Navajo Project in a manner consistent with the Participants' objective
of attaining the greatest
-58-
feasible degree of environmental protection. In addition to fulfilling all
obligations which have been assumed under provisions relating to
protection of the environment which are contained in existing Project
Agreements, the Participants affirm their continuing obligation to comply
fully with applicable Federal, state and local laws, orders, regulations,
rules and standards relating to environmental protection. The Participants
shall to the extent practicable anticipate and make provision for the
future installation of any systems required to comply with changes in said
laws, orders, regulations, rules and standards.
29.2 The Participants shall install and diligently operate in the
Navajo Generating Station the most effective commercially proven air
quality control equipment available at the time of design of each unit of
the Navajo Generating Station. Stack design, the designs of other plant
systems related to air quality control, and plans for and design of
systems for control and disposal of waste materials and residue from
burned fuel shall be subject to such approval by the Secretary as required
by Project Agreements and to review and comment by the Secretary in all
other instances in advance of construction, installation, making a Capital
Improvement thereto or the retirement of Units of Property thereof. The
Secretary shall act or comment within 60 days after submission of a plan
or design. From time to time, at the call of either the Secretary or the
Coordinating
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Committee, but at least every five (5) years beginning in 1980,
representatives of the Participants and the designated representative of
the Secretary shall meet to review technological advances in air quality
control equipment and shall formulate a recommendation to the Coordinating
Committee as to the need for and feasibility of installing additional
equipment or modifying existing equipment to improve air quality control.
In the event agreement cannot be reached by the Coordinating Committee on
any question regarding modification or supplementation of existing
equipment, the matter shall be subject to arbitration as provided in
Section 19 hereof.
29.2.1 In the operation of the Navajo Generating Station the
Participants will make such tests and measurements and keep such
records as will enable them to make reports to the Secretary
relating to the operation and efficiency of the air quality control
equipment at such intervals as may be mutually agreed upon, but not
less than once annually. The tests and measurements will be made in
conformance with the latest American Society of Mechanical Engineers
(ASME) test procedures for determining dust concentration in a gas
stream and in conformance with other accepted procedures agreed upon
by the Secretary and the Participants.
29.2.2 The Participants during normal working
-60-
hours will permit representatives of the Secretary to have access to,
and to inspect and copy, all records relating to air quality and will
permit such representatives to inspect the air quality control
systems.
29.3 The Participants shall install and diligently operate as part
of the Navajo Generating Station such waste water, waste material, sewage
control and disposal systems necessary to comply with and fulfill the
objectives and obligations set forth in Section 29.1 hereof. Designs and
plans for the water quality control systems, systems for the disposal of
waste water, waste materials, and sewage, and any other plant systems
related to control of water quality shall be subject to such approval by
the Secretary as required by the Project Agreements and to review and
comment by the Secretary in all other instances in advance of
construction, installation, making a Capital Improvement or the retirement
of Units of Property thereof. The Secretary shall act or comment within 60
days after submission of a plan or design.
29.3.1 The Participants during normal working hours will permit
representatives of the Secretary to have access to, and to inspect and
copy, all records relating to water quality control and will permit
such representatives to inspect the water quality control systems.
29.4 The Participants shall take appropriate
-61-
measures to harmonize the Navajo Project with the environment. The
Participants shall exercise care to prevent any unnecessary destruction,
scarring, or defacing of the natural surroundings in the vicinity of the
Navajo Project work.
30. ASSIGNMENT OF INTERESTS: Any Participant who acquires in its name an
interest in any real or personal property or contract which is part of the
Navajo Project shall transfer and assign an undivided interest therein to
the other Participants so that the ownership and rights of the
Participants in such property or contract shall be as provided for in
this Co-Tenancy Agreement.
31. USE OF FACILITIES OF LOS ANGELES:
31.1 The United States may use, for such period or periods of time
as it desires, the 500 kv transmission line of Los Angeles between
McCullough Substation and Eldorado Substation and associated terminal
facilities to the extent of the right of Los Angeles to use such terminal
facilities. Unless otherwise agreed, the United States' right to use the
facilities of Los Angeles shall not exceed 250 megawatts. Payment shall be
made annually by the United States to Los Angeles as provided in the
Project Agreements.
31.2 The land presently held by Los Angeles under Bureau of Land
Management Grant No. N-2763, dated January 23, 1969, which land comprises
the site of McCullough
-62-
Substation, may be utilized by Nevada, by the United States, and by the
Salt River Project for the use and benefit of the United States, pursuant
to the Project Agreements without charge other than as provided in the
Project Agreements. If and when Los Angeles acquires fee title to such
land, Nevada, the United States and the Salt River Project for the use and
benefit of the United States shall each continue to have the right to use
such lands pursuant to the Project Agreements, and for any period of such
use Nevada and the United States shall pay Los Angeles as provided in the
Project Agreements.
32. NOTICES
32.1 Except as set forth in Section 32.2 hereof, any notice, demand
or request provided for in the Project Agreements shall be in writing and
shall be deemed properly served, given or made if delivered in person or
sent by registered or certified mail, postage prepaid, to the persons
specified below:
32.1.1 Arizona Public Service Company
c/o Secretary
P.O. Box 21666
Phoenix, Arizona 85036
32.1.2 Department of Water and Power of the
City of Los Angeles
c/o General Manager
P.O. Box 111
Los Angeles, California 90051
32.1.3 Nevada Power Company
c/o Secretary
P.O. Box 230
Las Vegas, Nevada 89109
-63-
32.1.4 Salt River Project Agricultural
Improvement and Power District
c/o Secretary
P.O.Box 1980
Phoenix, Arizona 85001
32.1.5 Tucson Gas & Electric Company
c/o Secretary
P.O. Box 711
Tucson, Arizona 85702
32.1.6 United States
c/o Regional Director
Bureau of Reclamation
Boulder City, Nevada 89005
32.2 Informal communications of a routine nature, including requests
for funds and related matters, shall be given in such manner as the
committees shall arrange.
32.3 Any Participant may, at any time, by written notice to all
other Participants, designate different or additional persons or different
addresses for the giving of notices hereunder.
33. MISCELLANEOUS PROVISIONS CONCERNING THE PROJECT AGREEMENTS:
33.1 Each Participant agrees to negotiate in good faith and to
proceed with diligence upon request by any other Participants, to
negotiate, make, execute and deliver any and all documents between such
Participant and any other Participant or other parties reasonably required
to implement the Project Agreements.
33.2 The captions and headings appearing in the Project Agreements
are inserted merely to facilitate reference and shall have no bearing upon
the interpretation thereof.
-64-
33.3 Each term, covenant and condition of the Project Agreements is
deemed to be an independent term, covenant and condition, and the
obligation of any Participant to perform any or all of the terms,
covenants and conditions to be kept and performed by it is not dependent
on the performance by the other Participants of any or all of the terms,
covenants and conditions to be kept and performed by them.
33.4 In the event that any of the terms, covenants or conditions of
any of the Project Agreements, or the application of any such term,
covenant or condition, as to any person or circumstance shall be held
invalid by any court of competent jurisdiction, such Project Agreement and
the application of the remainder of its terms, covenants or conditions to
such persons or circumstances shall not be affected thereby.
33.5 The Project Agreements shall be subject to filing with, and to
such changes or modifications as may from time to time be directed by
competent regulatory authority, if any, in the exercise of its
jurisdiction.
33.6 Any waiver at any time by any Participant of its rights with
respect to a default or any other matter arising in connection with any
Project Agreement shall not be deemed a waiver with respect to any
subsequent default or matter.
33.7 It is acknowledged by the Participants that
-65-
certain provisions of this Co-Tenancy Agreement conflict with certain
provisions of the Participation Agreement or cover certain matters also
covered in the Participation Agreement. The provisions of this Co-Tenancy
Agreement shall, to the extent of such conflicts or coverage, be deemed to
supersede such provisions of the Participation Agreement.
33.8 Certain provisions of this Co-Tenancy Agreement pertaining to
the Project Agreements may be reiterated in one or more subsequent Project
Agreements solely as a convenient reference for those who will be using
such Project Agreements. Any variations between such provisions as
contained in this Co-Tenancy Agreement and as contained in such subsequent
Project Agreements shall be resolved in favor of the provisions of this
Co-Tenancy Agreement.
33.9 Costs to be borne by the United States under the Project
Agreements for Station Work and Transmission Work shall not include any
part of any other Participant's costs of interest and interest during
construction, financing charges or franchise fees, nor any part of any
other Participant's attorneys' fees other than fees incurred as a result
of employing the services of an attorney in private practice in connection
with the performance of Station Work or Transmission Work; provided, that
nothing contained in this Section 33.9 shall be construed
-66-
to relieve the United States from any obligation which may arise under the
provisions of Section 18.9 hereof.
33.10 The Co-Tenants acknowledge that the United States has entered
into the Project Agreements for the purpose of providing a Power supply in
accordance with and for the purposes of the Colorado River Basin Project
Act and that the United States has entered into Contracts for the Interim
Sale of United States' Entitlement in reliance upon the performance of the
obligations and duties of the Participants specified in the Project
Agreements.
33.11 Except as otherwise specifically provided in the Project
Agreements, the Participants do not intend to create rights in or to grant
remedies to any third party as a beneficiary of the Project Agreements or
of any duty, covenant, obligation or undertaking established therein.
34. NAVAJO PROJECT GENERAL CONTRACT PROVISIONS; the Navajo Project General
Contract Provisions attached hereto as Exhibit C are hereby made a part of
this Co-Tenancy Agreement.
35. COMPLIANCE WITH COMPACTS:
35.1 The Department of the Interior is the Federal department
responsible for administering the terms of the Water Service Contract
dated January 17, 1969, Contract No. 14-06-400-5033. The Department of the
Interior also has been directed by P.L. 90-537 to comply with the terms
-67-
of the Colorado River Compact dated November 24, 1922 and the Upper
Colorado River Basin Compact dated October 11, 1948. In compliance with
that responsibility and those directives, the Secretary of the Interior
hereby agrees to take any and all actions within the power and authority
of the Department of the Interior which are necessary and required to
prevent total depletions chargeable to the State of Arizona under the
Upper Colorado River Basin Compact resulting from consumptive use of water
from the Upper Colorado River System in the State of Arizona as measured
at Lee Ferry in the manner provided for in Article VI of the Upper
Colorado River Basin Compact from exceeding the 50,000 acre feet
apportioned to the State of Arizona by the Upper Colorado River Basin
Compact.
35.2 The Secretary of the Interior further agrees to make the
reports required by Section 601 (b)(l) of P.L. 90-537 as they pertain to
Arizona's Upper Basin uses annually rather than every five years. Within
fifteen days following the completion of said reports, the Secretary of
the Interior shall furnish copies of such reports to the Co-Tenants, the
Navajo Tribe, each of the Upper Basin States, and the Upper Colorado River
Commission .
35.3 It is the intention of the parties to this contract that each
of the Upper Basin States shall be a third party beneficiary of the terms
and conditions of
-68-
third party beneficiary of the terms and conditions of this Section 35.
IN WITNESS WHEREOF, the Participants have caused this Co-Tenancy
Agreement to be executed as of this 23rd, day of March, 1976.
UNITED STATES OF AMERICA
By /s/ Authorized Signatory
----------------------------------------------
Assistant Secretary of the Interior
ARIZONA PUBLIC SERVICE COMPANY
By /s/ M.C. Titus
----------------------------------------------
Executive Vice President
ATTEST:
/s/ Gerald Griffin
- -------------------------------
Assistant Secretary
DEPARTMENT OF WATER AND POWER
OF THE CITY OF LOS ANGELES
by
BOARD OF WATER AND POWER COMMISSIONERS
OF THE CITY OF LOS ANGELES
By: /s/ Ralph Guy Wesson By /s/ Louis H. Winnard
------------------------ ----------------------------------------------
Ralph Guy Wesson General Manager and Chief Engineer
Assistant City Attorney
and
By /s/ Mary J. Born
----------------------------------------------
Secretary
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NEVADA POWER COMPANY
By /s/ Harry Allen
----------------------------------------------
President
ATTEST:
/s/ W.E. Littler
- -------------------------------
ASSISTANT Secretary
SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND
POWER DISTRICT
By /s/ Floyd N. Smith
----------------------------------------------
President
ATTEST:
/s/ Francis E. Smith
- -------------------------------
Secretary
TUCSON GAS & ELECTRIC COMPANY
By /s/ Hamilton R. Catlin
----------------------------------------------
ATTEST:
/s/ R.N. Foster
- -------------------------------
Secretary
District of )
) ss
Columbia )
On this the 25th day of March, 1972, before me, the undersigned officer,
the Assistant Secretary of the Interior of the United States of America, known
to me to be
-70-
the person described in the foregoing instrument, personally appeared and
acknowledged that he executed the same in the capacity therein stated and for
the purposes therein contained.
In witness whereof I hereunto set my hand and official seal.
/s/ Theodore M. Kilby
-------------------------------------------------
Notary Public
My commission expires:
Sept, 30, 1973
State of Arizona )
) ss
County of Maricopa )
On this the 2nd day of March, 1972, before me, the undersigned
officer, personally appeared M. C. TITUS, who acknowledged himself to be the
Executive Vice President of ARIZONA PUBLIC SERVICE COMPANY, an Arizona
corporation, and that he, as such Executive Vice President, being authorized so
to do, executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation by himself as Executive Vice President.
In witness whereof I hereunto set my hand and official seal.
/s/ Melba J. Andrews
-------------------------------------------------
Notary Public
My commission expires:
March 30, 1973
-71-
State of California )
) ss
County of Los Angeles )
On this the 23rd day of March, 1976, before me, the undersigned officer,
personally appeared LOUIS H. WINNARD and MARY J. BQRN, who were on March 23,
1976, the General Manager and Chief Engineer and Board Secretary, respectively,
of the DEPARTMENT OF WATER AND POWER OF THE CITY OF LOS ANGELES, a department
organized and existing under the Charter of the City of Los Angeles, a municipal
corporation of the State of California, known to me to be the persons described
in the foregoing instrument, and acknowledged that they executed the same in the
capacity therein stated and for the purposes therein contained.
In witness whereof I hereunto set my hand and official seal.
/s/ Linda L. Newman
-------------------------------------------------
Notary Public
My commission expires: OFFICIAL SEAL
May 27, 1997 LINDA L. NEWMAN
[SEAL] NOTARY PUBLIC CALIFORNIA
PRINCIPAL OFFICE IN
LOS ANGELES COUNTY
My Commission Expires May 27, 1977
State of Nevada )
) ss
County of Clark )
On this the 7th day of March, 1972, before me, the undersigned officer,
personally appeared
-72-
Harry Allen, known to me to be the President of NEVADA POWER COMPANY, a
Nevada corporation, and that he, as such, being authorized so to do, executed
the foregoing instrument for the purposes therein contained, by signing
the name of the corporation by himself as _____________.
In witness whereof, I hereunto set my hand and official seal.
/s/ Authorized Signatory
------------------------------------------------
Notary Public
My commission expires:
______________________
State of Arizona )
) ss
County of Maricopa )
On this the 6th day of March, 1972, before me, the undersigned officer,
personally appeared FLOYD N. SMITH and FRANCIS E. SMITH, of SALT RIVER PROJECT
AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an Arizona agricultural improvement
district, known to me to be the persons described in the foregoing instrument,
and acknowledged that they executed the same in the capacity therein stated and
for the
-73-
purposes therein contained.
In witness whereof I hereunto set my hand and official seal.
/s/ Authorized Signatory
-------------------------------------------------
Notary Public
My commission expires:
My Commission Expires July 11, 1972
State of Arizona )
) ss
County of Pima )
On this the 3rd day of March, 1972, before me, the undersigned officer,
personally appeared Hamilton R. Catlin, who acknowledged himself to be
the___________________________ of TUCSON GAS ELECTRIC COMPANY, an
Arizona corporation, and that he, as such _____________________, being
authorized so to do, executed the foregoing instrument for the purposes therein
contained, by signing the name of the corporation by himself as such
____________________.
In witness whereof, I hereunto set my hand and official seal.
/s/ Diane Howland
-------------------------------------------------
Notary Public
My commission expires:
December 8, 1972
- ----------------------
-74-
EXHIBIT A
NAVAJO GENERATING STATION
The Navajo Generating Station shall consist of the following:
I. Three steam electric generating units (Unit 1, Unit 2 and Unit 3), each
of which shall have a nameplate rating of 750,000 kw and shall be a
tandem-compound, four flow, single reheat, turbine-generator unit with initial
steam conditions of 3500 psig and 1000 degrees F and reheat to 1000 degrees F,
including three pulverized coal-fired, supercritical steam generator units.
II. All auxiliary equipment associated with said units.
III. An administration building, machine shop and warehouse to be located
adjacent to the powerplant.
IV. A pumping station and all associated equipment to be located on the
Colorado River.
V. 500 kv step-up transformers and all equipment associated therewith up
to the point where the leads from the said transformers terminate at the
generator isolating 500 kv disconnect switch structures in the Navajo 500 kv
Switchyard.
VI. Standby auxiliary Power transformation equipment and related
facilities.
VII. Plant control and communication facilities and associated buildings
or equipment.
VIII. Railroad approximately 80 miles in length extending from within the
Rail Loading Site into the Navajo Plant Site, rolling stock, related facilities
and equipment.
IX. All improvements owned by the Co-Tenants within the Ash Disposal Area,
Pumping Plant Site and Rail Loading Site.
X. All land and land rights acquired under the Indenture of Lease, the
Section 323 Grants and the Contract and Grant of Easement from the United States
for Water Intake and Discharge Facilities.
A-2
Exhibit B
TRANSMISSION SYSTEM*
I. The SOUTHERN TRANSMISSION SYSTEM shall consist of the following Components
of the Transmission System:
A. NAVAJO 500 KV SWITCHYARD
The Navajo 500 kv Switchyard, a basic breaker-and-a-half
scheme, comprising the termination facilities for the
transmission lines and generator step-up transformer 500 kv
leads including, but not limited to, the 500 kv busses, power
circuit breakers, disconnect switches, control building and
structures.
B. McCULLOUGH LINE COMPENSATION
The Project Series Capacitors, Incremental Series Capacitors
and shunt reactors on the Navajo 500 kv Switchyard end of the
Navajo-McCullough 500 kv line including, but not limited to,
the capacitors, control equipment, reactors, lightning
arrestors, hazard fencing, disconnects, structures and bus
work from the switchyard side of the first 500 kv line
dead-end tower located
- ----------
* For details of ownership, see Exhibit B-B which is made a part hereof.
B-1
outside the switchyard to the attachment on the main
switchyard structure.
C. NAVAJO-MOENKOPI 500 KV LINE
1. The Navajo-Moenkopi 500 kv line, from and including the first
500 kv line dead-end tower outside the Navajo 500 kv
Switchyard to a similar tower location outside the Moenkopi
Switchyard and the Navajo-Moenkopi 500 kv line right-of-way.
2. The Project Series Capacitors on the Navajo 500 kv Switchyard
end of the Navajo-Moenkopi 500 kv line including, but not
limited to, the capacitors, control equipment, lightning
arrestors, hazard fencing, disconnects, structures and bus
work from the switchyard side of the first 500 kv line
dead-end tower located outside the switchyard to the
attachment on the main switchyard structure.
D. NAVAJO-WESTWING 500 KV LINE
1. The Navajo-Westwing 500 kv line, from and including the first
500 kv line dead-end tower outside the Navajo 500 kv
Switchyard to a similar tower location outside the Westwing
Substation and the Navajo-Westwing 500 kv line right-of-way.
2. The Project Series Capacitors and shunt
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reactors on the Navajo 500 kv Switchyard end of the
Navajo-Westwing 500 kv line including, but not limited to, the
capacitors, control equipment, reactors, lightning arrestors,
hazard fencing, disconnects, structures and bus work from the
switchyard side of the first 500 kv line dead-end tower
located outside the switchyard to the attachment on the main
switchyard structure.
3. The Project Series Capacitors and shunt reactors on the
Westwing 500 kv Substation end of the Navajo-Westwing 500 kv
line including, but not limited to, the capacitors, control
equipment, reactors, lightning arrestors, hazard fencing,
disconnects, structures and bus work from the substation side
of the first 500 kv line dead-end tower located outside the
substation to the attachment on the main substation structure.
E. MOENKOPI-WESTWING 500 KV LINE
1. The Moenkopi-Westwing 500 kv line, from and including the
first 500 kv line dead-end tower outside the Moenkopi
Switchyard to a similar tower location outside the Westwing
Substation and the Moenkopi-Westwing 500 kv line right-of-way.
B-3
2. The Project Series Capacitors and shunt reactors on the
Westwing 500 kv Substation end of the Moenkopi-Westwing 500 kv
line including, but not limited to, the capacitors, control
equipment, reactors, lightning arrestors, hazard fencing,
disconnects, structures and bus work from the substation side
of the first 500 kv line dead-end tower located outside the
substations to the attachment on the main substation
structure.
F. OTHER ASSOCIATED COMPONENTS
1. The additions to the Moenkopi Switchyard comprising the
terminal facilities for the Navajo-Moenkopi and the
Moenkopi-Westwing 500 kv lines and the additions to the
terminal facilities for the Four Corners-Moenkopi and
Moenkopi-Eldorado 500 kv lines including, but not limited to,
the additional 500 kv busses, power circuit breakers,
disconnect switches, and structures.
2. The Project Series Capacitors on the Moenkopi Switchyard end
of the Navajo-Moenkopi 500 kv line including, but not limited
to, the capacitors, control equipment, hazard fencing,
disconnects, structures and bus work from the switchyard side
of the first 500 kv line
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dead-end tower located outside the switchyard to the
attachment on the main switchyard structure.
3. The Project Series Capacitors and shunt reactors on the
Moenkopi Switchyard end of the Moenkopi-Westwing 500 kv line
including, but not limited to, the capacitors, control
equipment, reactors, lightning arrestors, hazard fencing,
disconnects, structures, and bus work from the switchyard side
of the first 500 kv line dead-end tower located outside the
switchyard to the attachment on the main switchyard structure.
4. The Project Series Capacitors and Incremental Series
Capacitors on the Moenkopi Switchyard end of the
Moenkopi-Eldorado 500 kv line including, but not limited to,
the capacitors, control equipment and structures.
5. The Project Series Capacitors on the Moenkopi Switchyard end
of the Four Corners-Moenkopi 500 kv line including, but not
limited to, the capacitors, control equipment and structures.
6. The Project Series Capacitors on the Four Corners Switchyard
end of the Four Corners-Moenkopi 500 kv line including, but
not limited to, the capacitors, control equipment
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and structures.
7. The four new series capacitor installations on both ends of
both of Arizona's Cholla-Pinnacle Peak 345 kv lines
including, but not limited to, the capacitors, control
equipment, hazard fencing, disconnects, structures and bus
work.
8. All the communications facilities necessary to control the
Southern Transmission System including such facilities located
at Navajo 500 kv Switchyard, Moenkopi Switchyard or Westwing
Substation.
G. WESTWING SUBSTATION
1. The Westwing 500 kv Switchyard, a basic breaker-and-a-half
scheme, comprising termination facilities for the
Moenkopi-Westwing 500 kv line, Navajo-Westwing 500 kv line,
500/230 kv transformer banks, and 500/345 kv transformer bank
including, but not limited to, the 500 kv busses, power
circuit breakers, metering transformers, disconnect switches,
control building, structures, and related land and land
rights.
2. The Westwing Substation 2-1332 MVA 500/230 kv transformer
banks and spare 444 MVA 500/230 kv transformer to be located
within the
B-6
boundaries of the Westwing 500 kv Switchyard and the equipment
associated therewith including, but not limited to,
foundations, structures, insulators and hardware, transformer
leads from 500 kv bushings to points of termination on the
attachments to the 500 kv switchyard structure, and 230 kv
leads up to the point of attachment where the 230 kv lines
from adjacent facilities attach to the transformer dead-end
tower.
3. The Westwing Substation 600 MVA 500/345 kv transformer bank
and spare 200 MVA 500/345 kv transformer to be located within
the boundaries of the Westwing 500 kv Switchyard and the
equipment associated therewith including, but not limited to,
foundations, structures, insulators and hardware, transformer
leads from the 500 kv bushing to points of termination on the
attachments to the 500 kv switchyard structure, and 345 kv
leads up to the points of attachment where the 345 kv lines
from adjacent facilities attach to the transformer dead-end
towers.
4. The Westwing 230 kv Switchyard, a basic breaker-and-a-half
scheme, comprising termination facilities for the two 500/230
kv
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transformer banks,two Arizona 230 kv lines, two Salt River 230
kv lines, and two United States 230 kv lines to be installed
at a later date (see Exhibit B-B, Sheet 2), including, but not
limited to, the 230 kv busses, Power circuit breakers,
metering transformers, disconnect switches, structures,
insulators and hardware, 230 kv leads between points of
attachment on the transformer dead-end towers to the main
switchyard structures, and 230 kv leads up to the points of
attachment where the 230 kv transmission lines attach to the
main switchyard structures.
II. The WESTERN TRANSMISSION SYSTEM shall consist of the following Components
of the Transmission System:
A. McCULLOUGH SUBSTATION
The McCullough Substation shall consist of the following components:
1. The 500 kv switchyard, a basic breaker-and-a-half scheme,
comprising the termination facilities for the 500/287 kv
transformer bank, the Navajo-McCullough 500 kv line,
McCullough-Eldorado 500 kv line, and the
McCullough-Victorville 500 kv line including, but not limited
to, the 500 kv busses, power circuit breakers and disconnect
switches and the structures therefor.
B-8
2. The common facilities including, but not limited to, control
building, station communications equipment, protection
equipment controls, batteries, auxiliary equipment, station
grounding grid, lighting and yard improvements, but shall not
include the related land and land rights.
B. NAVAJO-McCULLOUGH 500 KV LINE
1. The Navajo-McCullough 500 kv line, from and including the
first 500 kv line dead-end tower located outside the Navajo
500 kv Switchyard to a similar tower location outside the
McCullough Switchyard, including the Navajo-McCullough 500 kv
line right-of-way and any midpoint Project Series Capacitors,
Incremental Series Capacitors, shunt reactors and associated
equipment as may be required.
2. The Project Series Capacitors and Incremental Series
Capacitors and shunt reactors on the McCullough 500 kv
Switchyard end of the Navajo-McCullough 500 kv line
including, but not limited to, the capacitors, control
equipment, reactors, lightning arrestors, hazard fencing,
disconnects, structures and bus work from the switchyard side
of the first 5.00 kv line dead-end tower located outside the
switchyard to the attachment on the main switchyard structure.
B-9
C. WESTERN TRANSMISSION COMMUNICATIONS SYSTEM
All the communications facilities necessary to control the
Western Transmission System. The ownership of these
communications facilities shall be provided for in a separate
communications facilities agreement.
B-10
EXHIBIT B B SHEET 1
NAVAJO PROJECT CO-TENANCY AGREEMENT
TRANSMISSION SYSTEM OWNERSHIP
[TRANSMISSION SYSTEM OWNERSHIP CHART]
EXHIBIT B-B SHEET 2
NAVAJO PROJECT CO-TENANCY AGREEMENT
TRANSMISSION SYSTEM OWNERSHIP
WESTWING 230 KV SWITCHYARD
[WESTWING 230 KV SWITCHYARD CRART]
OWNERSHIP
Prior to
utilization After
by the US utilization
of the US by US of the
Reserved US Reserved
Positions Positions
----------- ------------
SRP for its own use and benefit 44.9% 36.1%
APS 39.9% 32.1%
SRP for use and benefit of US 15.2% 31.8%
---- ----
100% 100%
United States shall have 100 percent cost responsibility for terminal facilities
to be installed in the United States' Reserved Position. Such facilities shall
be Capital Improvements and the installation thereof shall not require
Transmission Engineering & Operating Committee approval.
Exhibit C
NAVAJO PROJECT
GENERAL CONTRACT PROVISIONS
1. OFFICIALS NOT TO BENEFIT: No Member of or Delegate to Congress or Resident
Commissioner shall be admitted to any share or part of this agreement or
to any benefit that may arise herefrom, but this restriction shall not be
construed to extend to this agreement if made with a corporation or
company for its general benefit.
2. COVENANT AGAINST CONTINGENT FEES: The non-Federal Participants warrant
that no person or selling agency has been employed or retained to solicit
or secure this agreement upon an agreement or understanding for a
commission, percentage, brokerage, or contingent fee, excepting bonafide
employees or bona fide established commercial or selling agencies
maintained by a non-Federal Participant for the purpose of securing
business. For breach or violation of this warranty the United States shall
have the right to annul this agreement without liability or in its
discretion to deduct from the payments to be made hereunder, or otherwise
recover the full amount of such commission, percentage, brokerage or
contingent fee.
3. EQUAL OPPORTUNITY CLAUSE:
3.1 Except as provided in Title 42 U.S.C. Section 2000-e-2(i) and in
keeping with any obligation undertaken by any of the non-Federal
Participants, in this section
C-1
referred to as the Contractor, or their assigns, pursuant to the terms of
said Title 42 U.S.C. Section 2000-e-2(i) to give preference for employment
to qualified Indians for work on or near an Indian Reservation, during the
performance of this agreement, the Contractor agrees as follows:
3.1.1 The Contractor will not discriminate against any
employee or applicant for employment because of race, color,
religion, sex or national origin. The Contractor will take
affirmative action to insure that applicants are employed, and that
employees are treated during employment, without regard to their
race, color, religion, sex or national origin. Such action shall
include, but not be limited to the following: Employment,
upgrading, demotion or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship.
The Contractor agrees to post in conspicuous places available to
employees and applicants for employment, notices to be provided by
the Contracting Officer setting forth the provisions of this equal
opportunity clause.
3.1.2 The Contractor will, in all solicitations or
advertisements for employees placed by or on behalf of the
Contractor, state that all qualified applicants will receive
consideration for employment without regard to race, color,
religion, sex or national origin.
C-2
3.1.3 The Contractor will send to each labor union or representative
of workers with which it has a collective bargaining agreement or other
contract or understanding, a notice to be provided by the agency
contracting officer advising the labor union or workers' representative of
the Contractor's commitments under this equal opportunity clause, and
shall post copies of the notice in conspicuous places available to
employees and applicants for employment.
3.1.4 The Contractor will comply with all provisions of Executive
Order No. 11246 of September 24, 1965, and of the rules, regulations and
relevant orders of the Secretary of Labor.
3.1.5 The Contractor will furnish all information and reports
required by Executive Order No. 11246 of September 24, 1965, and by the
rules, regulations and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to its books, records and accounts by the
contracting agency and the Secretary of Labor for purposes of
investigation to ascertain compliance with such rules, regulations and
orders.
3.1.6 In the event of the Contractor's non-compliance with this
equal opportunity clause, or with any of the said rules, regulations or
orders, this agreement may be cancelled, terminated or suspended in whole
or in part and the Contractor may be declared
C-3
ineligible for further government contracts in accordance with procedures
authorized in Executive Order No, 11246 of September 24, 1965, and such
other sanctions may be imposed and remedies invoked as provided in
Executive Order No. 11246 of September 24, 1965, or by rule, regulation or
order of the Secretary of Labor, or as otherwise provided by law.
3.1.7 The Contractor will include the provisions of Sections
3.1.1 through 3.1.7 hereof in every subcontract or purchase order unless
exempted by rules, regulations or orders of the Secretary of Labor issued
pursuant to Section 204 of Executive Order No. 11246 of September 24,
1965, so that such provisions will be binding upon each subcontractor or
vendor. The Contractor will take such action with respect to any
subcontract or purchase order as the contracting agency may direct as a
means of enforcing such provisions, including sanctions for
non-compliance; provided, however, that in the event the Contractor
becomes involved in, or is threatened with, litigation with a
subcontractor or vendor as a result of such direction by the contracting
agency, the Contractor may request the United States to enter into such
litigation to protect the interests of the United States.
C-4
4. WORK HOURS ACT OF 1962:
4.1 This agreement, to the extent that it is of a character
specified in the Contract Work Hours Standards Act (Public Law 87-581, 76
Stat. 357) and is not covered by the Walsh-Healey Public Contracts Act (41
U.S.C. Sections 35-45), is subject to the following provisions and to all
other provisions and exceptions of said Contract Work Hours Standards Act:
4.1.1 No Contractor or subcontractor contracting for any
part of the contract work which may require or involve the
employment of laborers or mechanics shall require or permit any
laborer or mechanic in any workweek in which he is employed on such
work, to work in excess of eight (8) hours in any calendar day or in
excess of forty (40) hours in any workweek unless such laborer or
mechanic receives compensation at a rate not less than one and
one-half times his basic rate of pay for all hours worked in excess
of eight (8) hours in any calendar day or in excess of forty (40)
hours in such workweek, whichever is the greater number of overtime
hours.
4.1.2 In the event of any violation of the provisions of
Section 4.1.1 hereof, the Contractor and any subcontractor
responsible for such violation shall be liable to any affected
employee for his unpaid wages. In addition, such Contractor or
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subcontractor shall be liable to the United States for liquidated
damages. Such liquidated damages shall be computed, with respect to
each individual laborer or mechanic employed in violation of the
provisions of Section 4.1.1 hereof, in the sum of Ten Dollars
($10.00) for each calendar day on which such employee was required
or permitted to work in excess of eight (8) hours or in excess of
forty (40) hours in a workweek without payment of the required
overtime wages
4.1.3 The Secretary of Labor may withhold, or cause to
be withheld, from any monies payable on account of work performed by
the Contractor or subcontractor, the full amount of wages required
by this agreement, and such sums as may administratively be
determined to be necessary to satisfy any liabilities of such
Contractor or subcontractor for liquidated damages as provided in
Section 4.1.2 hereof.
4.1.4 The Contractor shall require the foregoing
Sections 4.1.1, 4.1.2, 4.1.3 and this 4.1.4 to be inserted in all
subcontracts.
5. EXAMINATION OF RECORDS: The non-Federal Participants agree that the
Comptroller General of the United States, or any of his duly authorized
representatives, shall, until the expiration of three (3) years after
final payment under the Project Agreements, have access to and the right
to examine any directly pertinent books, documents,
C-6
papers and records of the non-Federal Participants involving transactions
related to this agreement.
6. ASSIGNMENT OF CLAIMS:
6.1 Pursuant to the provisions of the Assignment of Claims Act
of 1940, as amended (31 U.S.C. Section 203, 41 U.S.C Section 15), if this
agreement provides for payments aggregating $1,000 or more, claims for
monies due or to become due any non-Federal Participant from the
Government under this agreement may be assigned to a bank, trust company,
or other financing institution, including any Federal lending agency, and
may thereafter be further assigned and reassigned to any such institution.
Any such assignment or reassignment shall cover all amounts payable under
this agreement and not already paid, and shall not be made to more than
one party, except that any such assignment or reassignment may be made to
one party as agent or trustee for two or more parties participating in
such financing. Unless otherwise provided in this agreement, payments to
an assignee of any monies due or to become due under this agreement shall
not, to the extent provided in said Act, as amended, be subject to
reduction or setoff. (The preceding sentence applies only if this
agreement is made in time of war or national emergency as defined in said
Act and is with the Department of Defense, the General Services
Administration, the Atomic Energy Commission, the National Aeronautics and
Space Administration, the
C-7
Federal Aviation Agency, or any other department or agency of the United
States designated by the President pursuant to Clause 4 of the proviso of
Section 1 of the Assignment of Claims Act of 1940, as amended by the Act
of May 15, 1951, 65 Stat. 41.)
6.2 In no event shall copies of this agreement or of any
plans, specifications, or other similar documents relating to work under
this agreement, if marked "Top Secret," "Secret," or "Confidential," be
furnished to any assignee of any claim arising under this agreement or to
any other person not entitled to receive the same. However, a copy of any
part or all of this agreement so marked may be furnished, or any
information contained therein may be disclosed, to such assignee upon the
prior written authorization of the Contracting Officer.
7. CONVICT LABOR: In connection with the performance of work under this
agreement, the non-Federal Participants agree not to employ any person
undergoing sentence of imprisonment at hard labor.
8. AGREEMENT SUBJECT TO COMPACTS, ACTS AND TREATY: This Agreement is made
upon the express conditions and with the express understanding that all
rights hereunder shall be subject to and controlled by the applicable
provisions of the Colorado River Compact dated November 24, 1922, and
proclaimed by the President of the United States June 25, 1929, the
Boulder Canyon Project Act approved December 21,
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1928, the Boulder Canyon Project Adjustment Act of July 19, 1940, the
Upper Colorado River Basin Compact dated October 11, 1948, and the Mexican
Water Treaty of February 3, 1944.
C-9
CERTIFICATE
I, GERALD J. GRIFFIN, certify that I am an Assistant Secretary of ARIZONA
PUBLIC SERVICE COMPANY, the corporation named herein; that M. C. TITUS, who
signed the attached contract on behalf of said corporation was then its
Executive Vice President; that said contract was duly signed for and in behalf
of said corporation by authority of its governing body and is within the scope
of its corporate powers.
/s/ Gerald J. Griffin
----------------------------------------
Assistant Secretary
CERTIFIED COPY OF RESOLUTION
I, GERALD J. GRIFFIN, Assistant Secretary of ARIZONA PUBLIC SERVICE
COMPANY, an Arizona corporation, HEREBY CERTIFY that, at a meeting of the Board
of Directors of said Company, duly convened and held on August 21, 1969, at
which a quorum was present and acting throughout, the following resolution was
adopted and is now in full force and effect:
RESOLVED, that the Board of Directors approves and ratifies the
action of the officers in negotiating and carrying forward the proposal
for the participation by the Company, along with others, in the so-called
Navajo Project, involving the construction near Page, Arizona, of three
generating units (presently estimated at 750 MW nameplate), with ownership
being held as tenants in common in the following respective undivided
interests:
Arizona Public Service Company 14.0%
Tucson Gas & Electric Company 7.5%
City of Los Angeles 21.2%
Nevada Power Company 11.3%
Salt River Project Agricultural Improvement
and Power District
(For ITSELF) 21.7%
(As Agent for U.S.B.R.) 24.3%
the said Project to include certain transmission facilities to be located
in Arizona, with APS to be the Project Manager and Operating Agent for
said facilities, which are to be owned by APS and others as joint tenants
in various percentages related to projected use, these facilities
including a 500 kv line from the switchyard of the llavajo Plant near Page
to the Moenkopi Switching Station and from there to the Westwing
switchyard year Phoenix, and with another 500 kv line extending directly
from the Navajo switchyard to West-wing, together with various related
interconnections and switching facilities; and
FURTHER RESOLVED, that in connection with the Navajo Project, the
appropriate officers of the Company be, and they are hereby authorized to
negotiate and to execute and effectuate the necessary instruments and
agreements, including among others, the following:
(1) Participation Agreement
(2) Coordination Agreement
(3) Interconnection Agreement
(4) Plant Site Lease
(5) Fuel Supply and Transportation Agreement
(6) Co-Tenancy Agreement
(7) Moenkopi Agreement
(8) Amendment to Navajo Wholesale Power Agreement
(9) Plant Construction Agreement
(10) Plant Operating Agreement
(11) Transmission Construction Agreement
(12) Transmission Operating Agreement
(13) Applications for Various Rights-of-Way and Easements
(14) Layoff Agreement
and
FURTHER RESOLVED, that the appropriate officers of the Company are
authorized to take such actions and to execute such further agreements,
instruments, applications, certificates, contracts or other documents as
may be necessary or appropriate in connection with the foregoing to
complete and effectuate the Company's proposed participation in the Navajo
Project.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of said
corporation this 1st day of March, 1972.
/s/ Gerald J. Griffin
-----------------------------------
Assistant Secretary
CERTIFICATION
I, the undersigned, being the duly elected Assistant Secretary of Nevada
Power Company, certify and declare that the following is a true and correct copy
of a resolution adopted by the Executive Committee at its meeting held October
23, 1969 at which a quorum was present and acting throughout:
RESOLVED: That the officers of the Company are hereby authorized to sign
all contracts necessary to proceed-with the Company's proposed
participation in the Navajo Project, to take the necessary action to
qualify to do business in the State of Arizona and to take any other steps
necessary or incidental thereto.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal of this corporation this 7th day of March, 1972.
/s/ W. E. Littler
-----------------------------
W. E. Littler
Assistant Secretary
(SEAL)
CERTIFICATE
I, W. E. Littler, certify that I am the Assistant Secretary of the Nevada
Power Company, a corporation named herein; that Harry Allen who signed the
attached contract on behalf of said corporation was then its President; that
said contract was duly signed for and in behalf of said corporation by authority
of its governing body, as per certified copy of attached resolution, and is
within the scope of its corporate powers.
/s/ W. E. Littler
-----------------------------------
W. E. Littler
Assistant Secretary
RESOLUTION
WHEREAS, the SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER
DISTRICT (herein called Salt River Project) has determined that it is in Salt
River Project's best interest to participate with ARIZONA PUBLIC SERVICE
COMPANY, DEPARTMENT OF WATER AND POWER OF THE CITY OF LOS ANGELES, NEVADA POWER
COMPANY, the UNITED STATES OF AMERICA, and TUCSON GAS AND ELECTRIC COMPANY
(collectively herein called "Other Participants") in the Navajo Project
consisting of three 750,000 kilowatt thermal electric generating units together
with their Common and Related Facilities to be constructed near Page, Arizona,
and the Navajo Transmission System, and
WHEREAS, Salt River Project and the Other Participants entered into the
Navajo Project Participation Agreement on September 30, 1969, which provides the
basic principles for their participation in the Navajo Project, and
WHEREAS, for Salt River Project to effect such participation must make,
execute and deliver the Navajo Project Co-Tenancy Agreement, by and between Salt
River Project and the Other Participants, pursuant to which the rights and
interests of all the Participants in and to the Navajo Project shall be set
forth and established.
NOW, THEREFORE, BE IT HEREBY RESOLVED that the Board of Directors of Salt
River Project has and does hereby approve the Navajo Project Co-Tenancy
Agreement and does hereby authorize, empower, and direct that the President or
Vice President and Secretary or Assistant Secretary make, execute and deliver
the Navajo Project Co-Tenancy Agreement for and on behalf of the Salt River
Project.
CERTIFICATE
I, F. E. Smith, the duly appointed, qualified and acting Secretary of the Salt
River Project Agricultural Improvement and Power District, HEREBY CERTIFY that
the foregoing is a true and complete copy of a resolution adopted by the Board
of Directors of said District at a meeting thereof duly held on the 6th day of
March 1972, at which meeting a quorum was present and voted.
WITNESS my hand and seal of Salt River Project Agricultural Improvement and
Power District this 6th day of March 1972.
/s/ F. E. Smith
----------------------------
F. E. Smith, Secretary
TUCSON GAS & ELECTRIC COMPANY
Certified Copy of Resolutions
Adopted by the Board of Directors
RESOLVED, that the proper officers of the Company be, and they hereby are
authorized to enter into a Participation Agreement between the United States of
America, Arizona Public Service Company, Department of Water and Power of the
City of Los Angeles, Nevada Power Company, Salt River Project Agricultural
Improvement and Power District and Tucson Gas & Electric Company for the
ownership of the Navajo Project wherein Tucson Gas & Electric Company shall own
an undivided 7-1/2% interest in the Navajo Generating Station and varying
percentage interests in the transmission system. The Agreement shall be
substantially in the form of the draft filed with the Secretary of the Company
marked "Filed September 23, 1969 with the Secretary of Tucson Gas & Electric
Company", and be it
FURTHER RESOLVED, that the proper officers of the Company be, and they
hereby are further authorized to execute and enter into on behalf of the Company
the necessary Project Agreements contemplated by said Participation Agreement,
and such other documents reasonably required to implement said Participation
Agreement and Project Agreements.
* * * * * * * * * * * *
I, W. D. BROOKS, Assistant Secretary of TUCSON GAS & ELECTRIC COMPANY
(hereinafter called the "Company"), DO HEREBY CERTIFY that the above and
foregoing is a true and complete copy of resolutions duly adopted by the Board
of Directors at the Regular Monthly Meeting held on the 23rd day of September,
1969, at which meeting a quorum was present and acted thereon; and
I DO FURTHER CERTIFY that said resolutions are in full force and effect on
the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the Company this 3rd day of March, 1972.
/s/ Authorized Signatory
------------------------
RESOLUTION NO. 556
WHEREAS, Resolution No. 610 adopted by the Board on March 9, 1972,
approved the transmittal of the following agreements to the City Council for
approval by ordinance, which approval was subsequently withheld by the Council:
Agreement Title DWP Number
- ------------------------- ----------
Navajo Project Co-Tenancy
Agreement 10498
Navajo Generating Station
Construction Agreement 10499
Navajo Project Western
Transmission System
Construction Agreement 10500
Navajo Project Southern
Transmission System
Construction Agreement 10501
and WHEREAS, Resolution No. 978, adopted by this Board on May 31, 1973,
transmitted the above-mentioned agreements to the City Council for approval by
ordinance, which approval was adopted, and subsequently disapproved by Mayor Tom
Bradley on July 26, 1973; and
WHEREAS, the agreements listed above involve: (1) a legal instrument,
previously executed by the other Navajo Participants, to be recorded in the
State of Arizona which sets forth the Department's ownership rights in the
Navajo Project consisting of the Navajo Generating Station, the Southern
Transmission System, and the Western Transmission System (No. 10498); (2)
technical and financial provisions, previously executed by the other Navajo
Participants, for the construction of the Navajo Generating Station (No. 10499);
(3) technical and financial documents, previously executed by the Navajo
Participants, for the construction of the Southern and Western Transmission
Systems (No. 10500 and No. 10501); and
WHEREAS, construction has been completed on Navajo Units 1 and 2, and
these units are in commercial operation and have been carrying system load since
February 1, 1974, and
December 2, 1974, respectively; and Navajo Unit 3 is scheduled to carry system
load in December, 1975 and to begin commercial operation by April, 1976; and
WHEREAS, construction has been completed on the Southern Transmission
System and it has been carrying Navajo power since February 1, 1974, and major
construction has been completed on the Western Transmission System and it has
been carrying Navajo Power since October 27, 1974; and
WHEREAS, the following agreement supplements the environmental protection
section of the Navajo Project Co-Tenancy Agreement and requires: (1)an annual
environmental report, to be prepared by the Department, which will include a
review of advances in technology of equipment for the protection of the
environment and an analysis of the performance of the existing air quality
control equipment at the Navajo Generating Station; (2) such environmental
report to be made available to the public for their comments and suggestions;
and (3) the Navajo Participants to meet at least every three years to review
technological advances in air quality control equipment and the annual
environmental reports prepared by the Department including comments and
suggestions received from the interested public:
Agreement Title DWP Number
- ------------------------- ----------
Supplement No. 1 to the Navajo
Project Co-Tenancy Agreement 10498S
WHEREAS, this Department requested that certain practices relating to the
use and occupancy of Navajo and Hopi Indian lands for mining be incorporated as
obligations in the coal contracts, relating to compensation for displaced Navajo
families, reclamation of leased premises, water monitoring program, and the
water supply to Navajo families; and
WHEREAS, the Navajo Participants and Peabody Coal Company have agreed and
incorporated such obligations in the Amended Navajo Coal Supply Agreement to be
presented to this Board;
NOW, THEREFORE, BE IT RESOLVED the above agreements, approved as to form
and legality by the City Attorney, and now on file with the Secretary of this
Board, be and the same are
-2-
hereby approved; and that this Board requests the City Council of The City of
Los Angeles, in accordance with Section 219.4 of the Charter of The City of Los
Angeles, to approve by ordinance the agreements hereinabove referred to and
identified, and to authorize this Board, in its discretion, to execute and enter
into said agreements, all of which relate to the Navajo Project, and following
such approval, the President or the Vice President or the General Manager and
Chief Engineer and the Secretary, Assistant Secretary or the Acting Secretary of
the Board be and they are hereby authorized and directed to execute said
agreements for and on behalf of this Department.
I HEREBY CERTIFY that the foregoing is a full, true and correct copy of a
resolution adopted by the Board of Water and Power Commissioners of The City of
Los Angeles at its meeting held FEB-5 1976
/s/ Authorized Signatory
------------------------
Secretary
-3-
Ordinance No. 148,153
CERTIFICATION
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES,)
I, REX E. LAYTON, City Clerk of the City of Los Angeles and ex-officio
Clerk of the City Council of the City of Los Angeles, do hereby certify and
attest the foregoing to be a full, true and correct copy of the original
Ordinance No. 148,153
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
on file in my office, and that I have carefully compared the same with the
original.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the Seal of the City of
Los Angeles, this 22nd day of March, 1976
/s/ Rex E. Layton
------------------------------------------
City Clerk of the City of Los Angeles
By /s/ Judy Pentland
--------------------------------------
Deputy
Judy Pentland
Form Clerk 22-5M-2-72 (R)
AMENDMENT NO. 1
TO THE
NAVAJO PROJECT CO-TENANCY AGREEMENT
TABLE OF CONTENTS
SECTION TITLE PAGE
- ------- ----- ----
1. PARTIES 1
2. RECITALS 1
3. AGREEMENT 2
4. EFFECTIVE DATE 2
5. AMENDMENT TO SECTION 6.2.4 2
6. AMENDMENT TO SECTION 8.5 3
7. AMENDMENT TO EXHIBIT B-B 4
8. CO-TENANCY AGREEMENT GOVERNS 6
9. EXECUTION 6
10. SIGNATURE CLAUSE 7
-i-
AMENDMENT NO. 1
TO THE
NAVAJO PROJECT CO-TENANCY AGREEMENT
1. PARTIES:
The Parties ("Participants") to this Amendment No. 1 to the Navajo Project
Co-Tenancy Agreement ("Amendment No. 1") are: THE UNITED STATES OF
AMERICA, hereinafter referred to as the "United States," acting through
the Secretary of the Interior, his duly appointed successor or his duly
authorized representative; ARIZONA PUBLIC SERVICE COMPANY, an Arizona
corporation, hereinafter referred to as "Arizona"; DEPARTMENT OF WATER AND
POWER OF THE CITY OF LOS ANGELES, a department organized and existing
under the Charter of the City of Los Angeles, a municipal corporation of
the State of California, hereinafter referred to as "Los Angeles"; NEVADA
POWER COMPANY, a Nevada corporation, hereinafter referred to as "Nevada";
SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an
agricultural improvement district organized and existing under the laws of
the State of Arizona, hereinafter referred to as "Salt River Project"; and
TUCSON ELECTRIC POWER COMPANY, formerly Tucson Gas & Electric Company, an
Arizona corporation hereinafter referred to as "Tucson."
2. RECITALS:
This Amendment No. 1 is made with reference to the following facts, among
others:
2.1 On March 23, 1976, the Parties entered into the Navajo Project
Co-Tenancy Agreement ("Co-Tenancy Agreement"), which established
certain terms and conditions relating to their
interest in and their ownership of the Navajo Project and which
established certain rights and obligations under the Project
Agreements.
2.2 By execution of this Amendment No. 1, the Parties desire to amend
the Co-Tenancy Agreement to reflect the establishment of the
Moenkopi Switchyard as a point of delivery for all Participants.
2.3 The Parties further desire to amend the Co-Tenancy Agreement to
reflect the proposed sale of Arizona's share of its rights, title
and ownership in the Westwing Substation 600 MVA 500/345 kV
transformer bank to Tucson.
3. AGREEMENT:
In consideration of the mutual benefits to be derived from this Amendment
No. 1, the Participants agree as follows:
4. EFFECTIVE DATE:
This Amendment No. 1 shall become effective when it has been duly executed
by all Participants.
5. AMENDMENT TO SECTION 6.2.4:
Section 6.2.4 of the Co-Tenancy Agreement is hereby deleted in its
entirety and a new Section 6.2.4 is hereby substituted to read as follows:
"6.2.4 Westwing Substation 600 MVA 500/345 kV transformer bank and
transformer leads and spare 200 MVA 500/345 kV transformer and
leads.
(i) Tucson 100%"
-2-
6. AMENDMENT TO SECTION 8.5:
Section 8.5 of the Co-Tenancy Agreement is hereby deleted in its entirety
and a new Section 8.5 is hereby substituted to read as follows:
"8.5 The Participants' designated points of delivery shall be as follows:
8.5.1 Arizona = Navajo 500 kv Switchyard, Westwing
Substation and the Moenkopi Switchyard.
8.5.2 Los Angeles = Navajo 500 kV Switchyard, McCullough 500
kV Switchyard and the Moenkopi
Switchyard.
8.5.3 Nevada = Navajo 500 kV Switchyard, McCullough 500
kV Switchyard and the Moenkopi
Switchyard.
8.5.4 Salt River Project = Navajo 500 kV Switchyard, Westwing
Substation and the Moenkopi Switchyard.
8.5.5 Tucson = Navajo 500 kV Switchyard, Westwing
Substation and the Moenkopi Switchyard.
8.5.6 United States = Navajo 500 kV Switchyard, McCullough 500
kV Switchyard, Westwing Substation and
the Moenkopi Switchyard."
-3-
7. AMENDMENT TO EXHIBIT B-B:
Exhibit B-B Sheet 1 of the Co-Tenancy Agreement is hereby deleted in its
entirety and a new Exhibit B-B Sheet 1 is hereby substituted to read as
follows:
-4-
EXHIBIT B B SHEET 1
NAVAJO PROJECT CO-TENANCY AGREEMENT
TRANSMISSION SYSTEM OWNERSHIP
[TRANSMISSION SYSTEM OWNERSHIP CHART]
-5-
8. CO-TENANCY AGREEMENT GOVERNS:
Except as provided in this Amendment No. 1, the provisions of the
Co-Tenancy Agreement shall remain in full force and effect.
9. EXECUTION:
This Amendment No. 1 may be executed in any number of counterparts, and
upon execution by all Participants, each executed counterpart shall have
the same force and effect as an original instrument and as if all
Participants had signed the same instrument. Any signature page of this
Amendment No. 1 may be detached from any counterpart of this Amendment
No. 1 without impairing the legal effect of any signatures thereon, and
may be attached to another counterpart of this Amendment No. 1 identical
in form thereto, but having attached to it one or more signature pages.
-6-
10. SIGNATURE CLAUSE:
The signatories hereto represent that they have been appropriately
authorized to enter into this Amendment No. 1 on behalf of the
Participants for whom they sign. This Amendment No. 1 is hereby executed
as of the 5th day of July, 1988.
THE UNITED STATES OF AMERICA
By:/s/ John D. Brown
----------------------------------------
Approved as to Form: ARIZONA PUBLIC SERVICE COMPANY
By /s/ T.E. Parrish By /s/ Russell D. Hulse
----------------- ----------------------------------------
Date 6-6-88
DEPARTMENT OF WATER AND POWER 0F THE CITY
OF LOS ANGELES
By
BOARD OF WATER AND POWER COMMISSIONERS OF
THE CITY OF LOS ANGELES
[STAMP] By /s/ Authorized Signatory
----------------------------------
General Manager and Chief Engineer
By /s/ Authorized Signatory
----------------------------------------
Secretary
NEVADA POWER COMPANY
By /s/ Authorized Signatory
----------------------------------------
Vice President
Resource Planning and Power Dispatch
ATTEST AND SALT RIVER PROJECT AGRICULTURAL
COUNTERSIGN: IMPROVEMENT AND POWER DISTRICT
/s/ Authorized Signatory By /s/ Authorized Signatory
- ------------------------------- ----------------------------------------
SECRETARY PRESIDENT
TUCSON ELECTRIC POWER COMPANY
By /s/ Authorized Signatory
----------------------------------------
7
AMENDMENT NO. 2
TO THE
NAVAJO PROJECT CO-TENANCY AGREEMENT
1. PARTIES:
The parties to this AMENDMENT NO. 2 to the NAVAJO PROJECT CO-TENANCY
AGREEMENT ("Amendment No. 2") are: THE UNITED STATES OF AMERICA,
hereinafter referred to as the "United States", acting through the
Secretary of the Interior, his duly appointed successor or his duly
authorized representative; ARIZONA PUBLIC SERVICE COMPANY, hereinafter
referred to as "Arizona", an Arizona corporation; DEPARTMENT OF WATER AND
POWER OF THE CITY OF LOS ANGELES, hereinafter referred to as "Los
Angeles", a department organized and existing by virtue of and under the
Charter of the City of Los Angeles, a municipal corporation of the State
of California; NEVADA POWER COMPANY, hereinafter referred to as "Nevada",
a Nevada corporation; SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND
POWER DISTRICT, hereinafter referred to as "Salt River Project",an
agricultural improvement district organized and existing under the laws of
the State of Arizona;, and TUCSON ELECTRIC POWER COMPANY, hereinafter
referred to as "Tucson", formerly known as Tucson Gas & Electric Company,
an Arizona corporation; all of the foregoing are sometimes individually
referred to as "Participant" and collectively as "Participants".
2. RECITALS:
This Amendment No. 2 is made with reference to the following facts, among
others:
delivery in the Westwing Substation based on the results of technical
studies performed by Western Area Power Administration.
2.6 On October 30, 1990, the Coordinating Committee, pursuant to Section
17[ILLEGIBLE] of the Southern Transmission System Operating Agreement,
authorized the interconnection of the United States' Waddell 230kV
transmission line at the Westwing Substation as a Capital Improvement to
the Southern Transmission System.
2.7 In addition, the Participants have identified various sections of the
Co-Tenancy Agreement that are either outdated or, for administrative
convenience, should be revised.
2.8 Now, therefore, the Participants desire to further amend the Co-Tenancy
Agreement as set forth herein to reflect: i) the interconnection of the
United States' Waddell 230kV transmission line at the United States'
designated point of delivery in the Westwing Substation;ii) the changes
in transformer ratings at the Westwing Substation; iii) the
interconnection of the United States' two (2) 230kV transmission lines to
the bays reserved therefor in the Westwing 230kV Switchyard; iv) the
removal of the series capacitors which were installed on Arizona's
Cholla-Pinnacle Peak 345kV lines: and v) the deletion of certain Project
Series Capacitors from the project description, as such capacitors were
not installed as part of the Southern
(ii) Salt River Project - 36.1% for its own use and benefit; and
- 31.8% for the use and benefit of the
United States in accordance with
Project Agreements.
6.2.5.2 Waddell 230kV Interconnection
Salt River Project - 100% for the use and benefit of the
United States in accordance with
Project Agreements."
3.2 Paragraphs 5, 6 and 7 of Section F, OTHER ASSOCIATED COMPONENTS, in
Section I. SOUTHERN TRANSMISSION SYSTEM, of Exhibit B, TRANSMISSION
SYSTEM, to the Co-Tenancy Agreement are hereby deleted in their entirety.
3.3 Paragraphs 2, 3, and 4 of Section G, WESTWING SUBSTATION, in Section I,
SOUTHERN TRANSMISSION SYSTEM, of Exhibit B, TRANSMISSION SYSTEM, to the
Co-Tenancy Agreement are hereby deleted in their entirety and new
Paragraphs 2, 3, and 4 are hereby substituted to read in their entirety as
follows:
"2. The two (2) Westwing Substation 149- MVA 500/230kV
transformer banks and spare 498 MVA 500/230kV
one future Arizona 230kV line, two Salt River Project 230kV lines, and two
United States 230kV lines, including, but not limited to, the 230kV
busses, power circuit breakers, metering transformers, disconnect
switches, structures, insulators and hardware, 230kV leads between points
of attachment on the transformer dead-end towers to the main switchyard
structures, 230kV leads up to the points of attachment where the 230kV
transmission lines attach to the main switchyard structures, control
building, and related land and land rights.
4.2 The Waddell 230kV Interconnection comprising termination facilities for
the Waddell 230kV transmission line, including, but not limited to, power
circuit breaker, metering transformers, disconnect switches, structures,
turning tower, take-off structure, insulators and associated hardware,
230kV conductor from its point of attachment on the first transmission
tower located outside the perimeter fence to the turning tower, 230kV
leads between the turning tower and the take-off structure, and the fiber
optic cable between its termination point at the patch
counterparts, and upon execution and delivery by each Participant, the
executed and delivered counterparts together shall have the same force and
effect as an original instrument as if all the Participants had signed the
same instrument. Any signature page of this Amendment No. 2 may be
detached from any counterpart of this Amendment No. 2 without impairing
the legal effect of any signatures thereon, and may be attached to another
counterpart of this Amendment No. 2 identical in form hereto, but having
attached to it one or more signature pages.
5.2 When this Amendment No. 2 to the Co-Tenancy Agreement has been executed
by, and delivered to, the duly authorized representative of each
Participant, Arizona shall promptly file this Amendment No. 2 with FERC
and, if accepted for filing by FERC without condition or modification, it
shall be effective as of the 22nd day of November, 1991. In the event FERC
conditions or modifies this Amendment No. 2, Arizona shall promptly notify
all the other Participants and, upon written notice given not less than
thirty (30) days from date of Arizona's notice to all the other
Participants by any Participant that such condition or modification is
objectionable, this Amendment No. 2 shall terminate and be of no further
force or effect. If no written notice is given by any Participant that
such condition or modification is objectionable within such thirty (30)
day period, this Amendment No. 2 shall continue in full force and effect.
6. SIGNATURE CLAUSE:
The signatories hereto represent that they have been appropriately
authorized to enter into this Amendment No. 2 on behalf of the
Participants for whom they sign. This Amendment No. 2 is hereby executed
as of the 14th day of June, 1996.
UNITED STATES OF AMERICA
SIGNATURE /s/ Robert W. Johnson
__________________________________
NAME Robert W. Johnson
_______________________________________
Regional Director
Lower Colorado Region
TITLE U.S. Bureau of Reclamation
DATE SIGNED March 3, 1996
________________________________
ARIZONA PUBLIC SERVICE COMPANY
SIGNATURE /s/ Jack Davis
----------------------------------
Approved As To Form NAME Jack Davis
/s/ TE Parrish TITLE Vice President
Date 6-13-96
DATE SIGNED June 14, 1996
DEPARTMENT OF WATER AND POWER
OF THE CITY OF LOS ANGELES
By
BOARD OF WATER AND POWER COMMISSIONERS
By /s/ Stanton J. Snyder OF THE CITY OF LOS ANCELES
-----------------------
Stanton J. Snyder By /s/ William R. Mc Carley
Deputy City Attorney _________________________________________
Gerneral Manager
and /s/ Irene N. Kiski
________________________________________
Secretary
NEVADA POWER COMPANY
SIGNATURE /s/ Steven V. Rigazio
__________________________________
NAME Steven V. Rigazio
TITLE Vice President, Finance and
Planning, Treasurer and CFO
DATE SIGNED November 28, 1995
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
SIGNATURE /s/ Mark B. Bonsall
__________________________________
NAME Mark B. Bonsall
_______________________________________
TITLE Associate General Manager
______________________________________
DATE SIGNED August 22, 1995
________________________________
TUCSON ELECTRIC POWER COMPANY
(Formerly Tucson Gas & Electric Company)
SIGNATURE /s/ Steven J. Glaser
----------------------------------
NAME Steven J. Glaser
TITLE Vice President
DATE SIGNED July 31, 1995
EXHIBIT B-B SHEET 2
NAVAJO PROJECT CO-TENANCY AGREEMENT
TRANSMISSION SYSTEM OWNERSHIP
WESTWING 230kV SWITCHYARD CIRCUIT
[FLOW CHART]
OWNERSHIP
- -----------------------------------------------------------------------
ORIGINAL WESTING 230kV SWITCHYARD(1) WADDELL 230kV INTERCONNECTION
- --------------------------------------- -----------------------------
SRP for its own use & benefit 36 1% 0%
APS 32 1% 0%
SRP for use and benefit of US 31 8% 100%
NOTES:
- ------
EXCLUDES
Waddell Interconnection
ANPP Interconnection
INCLUDES
Future Addition & Common Facilities
APS CONTRACT NO. 48178
DWP No. 10498
AMENDMENT NO. 3
TO THE
NAVAJO PROJECT
CO-TENANCY AGREEMENT
By Federal Energy Regulatory Commission ("FERC") order/notice of acceptance
dated _____________ in FERC Docket No.______________, this Amendment No. 3 was
accepted for filing and the rate schedules became effective on _______, 19____.
Execution Original
APS CONTRACT NO. 48178
AMENDMENT NO. 3
TO THE
NAVAJO PROJECT
CO-TENANCY AGREEMENT
TABLE OF CONTENTS
1 PARTIES -------------------------------------------------------------------1
2 RECITALS:------------------------------------------------------------------1
3 AMENDMENTS:----------------------------------------------------------------3
4 EFFECT:--------------------------------------------------------------------8
5 EXECUTION AND EFFECTIVE DATE:----------------------------------------------9
6 SIGNATURE CLAUSE:---------------------------------------------------------10
i
APS CONTRACT NO. 48178
AMENDMENT NO. 3
TO THE
NAVAJO PROJECT
CO-TENANCY AGREEMENT
1 PARTIES
1.1 The Parties to this AMENDMENT NO. 3 to the NAVAJO PROJECT CO-TENANCY
AGREEMENT ("Amendment No. 3") are: ARIZONA PUBLIC SERVICE COMPANY,
hereinafter referred to as "Arizona", an Arizona corporation;
DEPARTMENT OF WATER AND POWER OF THE CITY OF LOS ANGELES,
hereinafter referred to as "Los Angeles", a department organized and
existing by virtue of and under the Charter of the City of Los
Angeles, a municipal corporation of the State of California; NEVADA
POWER COMPANY, hereinafter referred to as "Nevada", a Nevada
corporation; SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER
DISTRICT, hereinafter referred to as "Salt River Project", an
agricultural improvement district organized and existing under the
laws of the State of Arizona; TUCSON ELECTRIC POWER COMPANY,
hereinafter referred to as "Tucson", formerly known as Tucson Gas &
Electric Company, an Arizona corporation; and THE UNITED STATES OF
AMERICA, hereinafter referred to as the "United States", acting
through the Secretary of the Interior, his duly appointed successor
or his duly authorized representative; all of the foregoing are
sometimes individually referred to as "Participant" and collectively
as "Participants".
2 RECITALS:
This Amendment No. 3 is made with reference to the following facts, among
others:
2.1 On March 23, 1976, the Participants entered into the NAVAJO PROJECT
CO-TENANCY AGREEMENT ("Co-Tenancy Agreement"), which established
certain terms and conditions relating to their interest in and
their ownership of the Navajo Project and which established
certain rights and obligations under the Project Agreements.
2.2 On October 18, 1976, the Participants entered into SUPPLEMENT NO.l
to the Co-Tenancy
1
APS CONTRACT NO. 48178
Agreement to clarify their intent to preserve, protect, and
enhance the environment as provided in Section 29,
ENVIRONMENTAL PROTECTION, of the Co-Tenancy Agreement.
2.3 On July 5, 1988, the Participants entered into AMENDMENT NO. 1
to the Co-Tenancy Agreement: i) to establish the Moenkopi
Switchyard as a point of delivery for all parties; and ii) to
reflect the sale of Arizona's rights, title, and ownership in
the Westwing Substation 600 MVA 500/345 kv transformer bank to
Tucson.
2.4 On June 14, 1996, the Participants entered into AMENDMENT NO.
2 to the Co-Tenancy Agreement to reflect: i) the
interconnection of the United States' Waddell 230 kv
transmission line at the United States' designated point of
delivery in the Westwing Substation; ii) the change in the
transformer ratings at the Westwing Substation; iii) the
interconnection of the United States' two 230 kv transmission
lines in the Westwing 230 kv Switchyard; iv) the removal of
the series capacitors installed on Arizona's Cholla-Pinnacle
Peak 345 kv lines; and v) the deletion of certain project
series capacitors from the project description.
2.5 On June 28, 1994, the Transmission Engineering and Operating
Committee ("E&O Committee") approved the technical feasibility
of the interconnection of the Yavapai Switchyard to the Navajo
Project Southern Transmission System ("STS") Moenkopi-
Westwing transmission line. This approval was based on the
results of technical studies performed and presented by
Arizona to the E&O Committee on March 3, 1994 and in a
subsequent letter from Arizona dated April 12, 1994.
2.6 Now, therefore, the Participants desire to further amend the
Co-Tenancy Agreement as set forth herein to reflect: i) the
construction of the Yavapai Switchyard as a component of the
STS; ii) new delivery points for Arizona, Salt River Project,
Tucson, and the United States; and iii) the interconnection of
Arizona's Yavapai 230 kv Substation at the applicable
Participants' new delivery point in the Yavapai Switchyard.
2
APS CONTRACT NO. 48178
3 AMENDMENTS:
3.1 Section 6.2.2 of Section 6, OWNERSHIPS AND TITLES, of the Co-Tenancy
Agreement is hereby deleted in its entirety and a new Section 6.2.2
is hereby substituted to read in its entirety as follows:
"6.2.2 Navajo Westwing 500 kv line
Moenkopi-Yavapai 500 kv line
Yavapai-Westwing 500 kv line
Westwing 500 kv Switchyard
(i) Arizona = 24.7%
(ii) Salt River Project = 38.3% for its own use and benefit and
23.7% for the use and benefit of the United
states in accordance with Project
Agreements.
(iii) Tucson = 13.3%"
3.2 A new Section 6.2.2A, Yavapai Switchyard, is hereby inserted after
Section 6.2.2 of the Co-Tenancy Agreement and a new Section 6.2.2A
shall read in its entirety as follows:
"6.2.2A Yavapai Switchyard
Arizona = 100%"
3.3 Section 8.5 of Section 8, USE OF THE TRANSMISSION SYSTEM, of the
Co-Tenancy Agreement is hereby deleted in its entirety and a new
Section 8.5 is hereby substituted to read in its entirety as
follows:
"8.5 The Participants' designated points of delivery shall be as
follows:
8.5.1 Arizona = Navajo 500 kv Switchyard, Westwing Substation,
Moenkopi Switchyard and Yavapai Switchyard.
8.5.2 Los Angeles = Navajo 500 kv Switchyard, McCullough 500 kv
Switchyard and Moenkopi Switchyard.
3
APS CONTRACT NO. 48178
8.5.3 Nevada = Navajo 500 kv Switchyard, McCullough 500 kv Switchyard and Moenkopi Switchyard.
8.5.4 Salt River Project = Navajo 500 kv Switchyard, Westwing Substation, Moenkopi Switchyard and Yavapai
Switchyard.
8.5.5 Tucson = Navajo 500 kv Switchyard, Westwing Substation, Moenkopi Switchyard and Yavapai
Switchyard.
8.5.6 United States = Navajo 500 kv Switchyard, McCullough 500 kv Switchyard, Westwing Substation,
Moenkopi Switchyard and Yavapai Switchyard."
3.4 Section E, MOENKOPI-WESTWING 500 KV LINE, of Exhibit B, SOUTHERN
TRANSMISSION SYSTEM, to the Co-Tenancy Agreement is hereby deleted
in its entirety and a new Section E is hereby substituted to read in
its entirety as follows:
"E. MOENKOPI-YAVAPAI 500 KV LINE
The Moenkopi-Yavapai 500 kv line from and including the first
500 kv line dead-end tower outside the Moenkopi Switchyard to
a similar tower location outside the Yavapai Switchyard and
the Moenkopi-Yavapai 500 kv line right-of-way."
3.5 Paragraph 1 of Section F, OTHER ASSOCIATED COMPONENTS, of EXHIBIT B,
SOUTHERN TRANSMISSION SYSTEM, to the Co-Tenancy Agreement is hereby
deleted in its entirety and a new paragraph 1 is hereby substituted
to read in its entirety as follows:
"1. The additions to the Moenkopi Switchyard comprising the
terminal facilities for the Navajo-Moenkopi and the
Moenkopi-Yavapai 500 kv lines and the additions to the
terminal facilities for the Four Corners-Moenkopi and
Moenkopi-Eldorado 500 kv lines including, but not
limited to, the additional 500 kv busses, power circuit
breakers, disconnect switches, relays, and structures."
3.6 Paragraph 3 of Section F, OTHER ASSOCIATED COMPONENTS, of EXHIBIT B,
SOUTHERN TRANSMISSION SYSTEM, to the Co-Tenancy Agreement is hereby
deleted
4
APS CONTRACT NO. 48178
in its entirety and a new paragraph 3 is hereby substituted to read
in its entirety as follows:
"3. The Project Series Capacitors and shunt reactors on the
Moenkopi Switchyard end of the Moenkopi-Yavapai 500 kv
line including, but not limited to, the capacitors,
control equipment, reactors, lightning arresters, hazard
fencing, disconnects, structures, and bus work from the
switchyard side of the first 500 kv line dead-end tower
located outside the switchyard to the attachment on the
main switchyard structure."
3.7 Paragraph 8 of Section F, OTHER ASSOCIATED COMPONENTS, of EXHIBIT B,
SOUTHERN TRANSMISSION SYSTEM, to the Co-Tenancy Agreement is hereby
deleted in its entirety and a new paragraph 5 is hereby substituted
to read in its entirety as follows:
"5. All the communications facilities necessary to control
the Southern Transmission System including such
facilities located at Navajo 500 kv Switchyard, Moenkopi
Switchyard, Yavapai Switchyard, or Westwing Substation."
3.8 Section G, WESTWING SUBSTATION, of Exhibit B, SOUTHERN TRANSMISSION
SYSTEM, to the Co-Tenancy Agreement is hereby deleted in its
entirety and a new Section G is hereby substituted to read in its
entirety as follows:
"G. YAVAPAI SWITCHYARD
The Yavapai Switchyard, a basic ring bus scheme,
comprising termination facilities for the
Moenkopi-Yavapai 500 kv line, Yavapai-Westwing 500 kv
line, and the 500/230 kv transformer bank including, but
not limited to, 500 kv dead-end structures, 500 kv
busses, power circuit breakers, disconnect switches,
relays, common facilities, and other facilities up to,
but excluding, the high-side bushings of the 500/230 kv
transformer. The Yavapai Switchyard common facilities
include, but are not limited to, roads, trenches and
conduit for system control and power cables, station
grounding grid, overhead static shield, fencing and
gates, yard lighting, maintenance and control buildings,
station batteries, chargers and
5
APS CONTRACT NO. 48178
distribution panels, station power transformers and
distribution panels, remote terminal units, digital
fault recorders, alarms, annunciators, public address
system, communications equipment, and related land or
land rights."
3.9 A new Section H is hereby inserted after Section G of EXHIBIT B.
SOUTHERN TRANSMISSION SYSTEM, to the Co-Tenancy Agreement and the
new Section H shall read in its entirety as follows:
"H. YAVAPAI-WESTWING 500 KV LINE
1. The Yavapai-Westwing 500 kv line; from and including the
first 500 kv line dead-end tower outside the Yavapai
Switchyard to a similar tower location outside the
Westwing Substation and the Yavapai-Westwing 500 kv line
right-of-way.
2. The Project Series Capacitors and shunt reactors on the
Westwing 500 kv Substation end of the Yavapai-Westwing
500 kv line including, but not limited to, the
capacitors, control equipment, reactors, lightning
arresters, hazard fencing, disconnects, structures and
bus work from the substation side of the first 500 kv
line dead-end tower located outside the substation to
the attachment on the main substation structure."
3.10 A new Section I is hereby inserted after Section H of EXHIBIT B,
SOUTHERN TRANSMISSION SYSTEM to the Co-Tenancy Agreement and the new
Section I shall read in its entirety as follows:
"I. WESTWING SUBSTATION
1. The Westwing 500 kv Switchyard, a basic
breaker-and-a-half scheme, comprising termination
facilities for the Yavapai-Westwing 500 kv line,
Navajo-Westwing 500 kv line, 500/230 kv transformers
banks, and 500/345 kv transformer bank including, but
not limited to, the 500 kv busses, power circuit
breakers, metering transformers, disconnect switches,
control building, structures, and related land and land
rights.
6
APS CONTRACT NO. 48178
2. The two (2) Westwing Substation 1494 MVA 500/230 kv
transformer banks and spare 498 MVA 500/230 kv
transformer to be located within the boundaries of the
Westwing 500 kv Switchyard and the equipment associated
therewith including, but not limited to, foundations,
structures, insulators and hardware, transformer leads
from 500 kv bushings to points of termination on the
attachments to the 500 kv switchyard structure, and 230
kv leads up to the points of attachment where the 230 kv
lines from adjacent facilities attach to the transformer
dead-end tower.
3. The Westwing Substation 672 MVA 500/345 kv transformer
bank and spare 224 MVA 500/345 kv transformer to be
located within the boundaries of the Westwing 500 kv
Switchyard and the equipment associated therewith
including, but not limited to, foundations, structures,
insulators and hardware, transformer leads from the 500
kv bushings to points of termination on the attachments
to the 500 kv switchyard structure, and 345 kv leads up
to the points of attachment where the 345 kv lines from
adjacent facilities attach to the transformer dead end
towers.
4. Westwing 230 kv Switchyard
4.1 The original Westwing 230 kv Switchyard (including
common facilities), a basic breaker-and-a-half
scheme, comprising termination facilities for the
two 500/230 kv transformer banks, one Arizona 230
kv line and one future Arizona 230 kv line, two
Salt River Project 230 kv lines, and two United
States 230 kv lines, including, but not limited
to, the 230 kv busses, power circuit breakers,
metering transformers, disconnect switches,
structures, insulators and hardware, 230 kv leads
between points of attachment on the transformer
dead-end towers to the main switchyard structures,
230 kv leads up to the points of attachment where
the 230 kv transmission lines attach to the main
switchyard structures, control building, and
related land
7
APS CONTRACT NO. 48178
and land rights.
4.2 The Waddell 230 kv Interconnection comprising
termination facilities for the Waddell 230 kv
transmission line, including, but not limited to,
power circuit breakers, metering transformers,
disconnect switches, structures, turning tower,
take-off structure, insulators and associated
hardware, 230 kv conductor from its point of
attachment on the first tower located outside the
perimeter fence to the turning tower, 230 kv leads
between the turning tower and the take-off
structure, and the fiber optic cable between its
termination point at the patch panel on the
turning tower to the control house. In addition,
the termination facilities for the Waddell 230 kv
Interconnection shall be deemed to include the
remote terminal unit (RTU) installed pursuant to
Letter Agreement No. 87-BCA-10084, dated September
3,1987 between the United States of America,
acting by and through the Western Area Power
Administration, and the Arizona Public Service
Company."
3.11 Exhibit B-B, Sheet 1, NAVAJO PROJECT CO-TENANCY AGREEMENT,
TRANSMISSION SYSTEM OWNERSHIP, to the Co-Tenancy Agreement is hereby
deleted in its entirety and replaced by a new Exhibit B-B, Sheet 1,
attached hereto and by this reference is incorporated herein.
4 EFFECT:
Except for the changes set forth in this Amendment No. 3, all provisions
of the Co-Tenancy Agreement as amended by Amendments No. 1 and 2 shall
remain in full force and effect to the extent that such provisions of the
Co-Tenancy Agreement as amended by Amendments No. 1 and 2 are not in
conflict or inconsistent with this Amendment No. 3.
8
APS CONTRACT NO. 48178
5 EXECUTION AND EFFECTIVE DATE:
5.1 This Amendment No. 3 may be executed in any number of counterparts
and, upon execution and delivery by each Participant, the executed
and delivered counterparts together shall have the same force and
effect as an original instrument as if all the Participants had
signed the same instrument. Any signature page of this Amendment No.
3 may be detached from any counterpart of this Amendment No. 3
without impairing the legal effect of any signatures thereon, and
may be attached to another counterpart of this Amendment No. 3
identical in form hereto, but having attached to it one or more
signature pages.
5.2 When this Amendment No. 3 to the Co-Tenancy Agreement has been
executed by, and delivered to the duly authorized representative of
each Participant, Arizona shall promptly file this Amendment No. 3
with FERC and, if accepted for filing by FERC without condition or
modification, it shall be effective as of the day of such
acceptance. In the event FERC conditions or modifies this Amendment
No. 3, Arizona shall promptly notify all the other Participants.
Upon written notice given not less than thirty (30) days from the
date of Arizona's notice to all the other Participants by any
Participant that such condition or modification is objectionable,
this Amendment No. 3 shall terminate and be of no further force or
effect. If no written notice is given by any Participant that such
condition or modification is objectionable within such thirty (30)
day period, this Amendment No. 3 shall become effective the day
after such thirty (30) day period.
9
APS CONTRACT NO. 48178
6 SIGNATURE CLAUSE:
The signatories hereto represent that they have been appropriately
authorized to enter into this Amendment No. 3 on behalf of the
Participants for whom they sign. This Amendment No. 3 is hereby executed
as of the 11th day of February, 1997.
UNITED STATES OF AMERICA
SIGNATURE /s/ Authorized Signatory
-----------------------------
NAME___________________________________
TITLE Regional Director
Lower Colorado Region
U.S. Bureau of Reclamation
DATE SIGNED____________________________
ARIZONA PUBLIC SERVICE COMPANY
SIGNATURE /s/ Authorized Signatory
[STAMP] ------------------------------
NAME___________________________________
TITLE__________________________________
DATE SIGNED____________________________
10
APS CONTRACT NO. 48178
DEPARTMENT OF WATER AND POWER
OF THE CITY OF LOS ANGELES
By
[STAMP] BOARD OF WATER AND POWER COMMISSIONERS
OF THE CITY OF LOS ANGELES
By /s/ Authorized Signatory
---------------------------------
GENERAL MANAGER
and /s/ Authorized Signatory
---------------------------------
Secretary
NEVADA POWER COMPANY
SIGNATURE /s/ Steven W. Rigazio
-----------------------------
NAME Steven W. Rigazio
TITLE Vice President, Finance and
Planning, Treasurer and CFO
DATE SIGNED June 21, 1996
[STAMP] SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
SIGNATURE /s/ Mark B. Bonsall
------------------------------
NAME Mark B. Bonsall
TITLE Associate General Manager
DATE SIGNED July 25, 1996
11
APS CONTRACT NO. 48178
TUCSON ELECTRIC POWER COMPANY
(Formerly Tucson Gas & Electric Company)
SIGNATURE: /s/ Steven J. Glaser
-----------------------------
NAME Steven J. Glaser
TITLE Vice President
DATE SIGNED February 23, 1996
12
EXHIBIT B-B SHEET 1
NAVAJO PROJECT CO-TENANCY AGREEMENT
TRANSMISSION SYSTEM OWNERSHIP
[TRANSMISSION SYSTEM OWNERSHIP CHART]
APS CONTRACT NO. 51763
DWP No. 10498
AMENDMENT NO. 4
TO THE
NAVAJO PROJECT
CO-TENANCY AGREEMENT
By Federal Energy Regulatory Commission ("FERC") order/ notice of acceptance
dated _____ . in FERC Docket No. _________, this Amendment No. 4 was accepted
for filing and the rate schedules became effective on __________________,
19_____.
Execution Original
APS CONTRACT NO. 51763
AMENDMENT NO. 4
TO THE
NAVAJO PROJECT
CO-TENANCY AGREEMENT
TABLE OF CONTENTS
1 PARTIES: .......................................................... 1
2 RECITALS: ......................................................... 1
3 AMENDMENTS: ....................................................... 3
4 EFFECT: ........................................................... 4
5 EXECUTION AND EFFECTIVE DATE: ..................................... 4
6 SIGNATURE CLAUSE: ................................................. 6
i
APS CONTRACT NO. 51763
AMENDMENT NO. 4
TO THE
NAVAJO PROJECT
CO-TENANCY AGREEMENT
1. PARTIES
1.1 The Parties to this AMENDMENT NO. 4 to the NAVAJO PROJECT CO-TENANCY
AGREEMENT ("Amendment No. 4") are: ARIZONA PUBLIC SERVICE COMPANY,
hereinafter referred to as "Arizona", an Arizona corporation;
DEPARTMENT OF WATER AND POWER OF THE CITY OF LOS ANGELES,
hereinafter referred to as "Los Angeles", a department organized and
existing by virtue of and under the Charter of the City of Los
Angeles, a municipal corporation of the State of California; NEVADA
POWER COMPANY, hereinafter referred to as "Nevada", a Nevada
corporation; SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER
DISTRICT, hereinafter referred to as "SRP", an agricultural
improvement district organized and existing under the laws of the
State of Arizona; TUCSON ELECTRIC POWER COMPANY, hereinafter
referred to as "Tucson", formerly known as Tucson Gas & Electric
Company, an Arizona corporation; and THE UNITED STATES OF AMERICA,
hereinafter referred to as the "United States", acting through the
Secretary of the Interior, his duly appointed successor or his duly
authorized representative; all of the foregoing are sometimes
individually referred to as "Participant" and collectively as
"Participants".
2 RECITALS
This Amendment No. 4 is made with reference to the following facts, among
others:
2.1 On March 23, 1976, the Participants entered into the NAVAJO PROJECT
CO-TENANCY AGREEMENT ("Co-Tenancy Agreement"), which established
certain terms and conditions relating to their interest in and their
ownership of the Navajo Project and which established certain rights
and obligations under the Project
1
APS CONTRACT NO.51763
Agreements.
2.2 On October 18, 1976, the Participants entered into SUPPLEMENT NO. 1
to the Co-Tenancy Agreement to clarify their intent to preserve,
protect, and enhance the environment as provided in Section 29,
ENVIRONMENTAL PROTECTION, of the Co-Tenancy Agreement.
2.3 On July 5, 1988, the Participants entered into AMENDMENT NO. 1 to
the Co-Tenancy Agreement: i) to establish the Moenkopi Switchyard
as a point of delivery for all parties; and ii) to reflect the sale
of Arizona's rights, title, and ownership in the Westwing Substation
600 MVA 500/345 kv transformer bank to Tucson.
2.4 On June 14, 1996, the Participants entered into AMENDMENT NO. 2 to
the Co-Tenancy Agreement to reflect: i) the interconnection of the
United States' Waddell 230 kv transmission line at the United
States' designated point of delivery in the Westwing Substation; ii)
the change in the transformer ratings at the Westwing Substation;
iii) the interconnection of the United States' two 230 kv
transmission lines in the Westwing 230 kv Switchyard; iv) the
removal of the series capacitors installed on Arizona's
Cholla-Pinnacle Peak 345 kv lines; and v) the deletion of certain
project series capacitors from the project description.
2.5 On February 11, 1997, the Participants entered into AMENDMENT NO. 3
to the Co-Tenancy Agreement to reflect: i) the construction of the
Yavapai Switchyard as a component of the Southern Transmission
System; ii) new delivery points for Arizona. SRP, Tucson, and the
United States; and iii) the interconnection of Arizona's Yavapai 230
kv Substation at the applicable Participants new delivery point in
the Yavapai Switchyard.
2.6 On October 29, 1996, the Transmission Engineering and Operating
Committee (E&O Committee) agreed that the Co-Tenancy Agreement shall
be modified to comply with FERC's ORDER NO. 888, FINAL RULE, issued
April 24, 1996 ("FERC 888").
2
APS CONTRACT NO. 51763
2.7 In addition, the Participants desire to revise outdated language
which limits the Participants' rights to fully utilize the
Transmission System.
2.8 Now, therefore, the Participants desire to further amend the
Co-Tenancy Agreement as set forth herein to reflect: i) the revision
or deletion of existing language in order to comply with FERC 888;
and ii) the revision of outdated language which limits the
Participants' rights to fully utilize the Transmission System.
3 AMENDMENTS:
3.1 Section 8.1 of Section 8, USE OF THE TRANSMISSION SYSTEM, of the Co-
Tenancy Agreement is hereby deleted in its entirety and a new
Section 8.1 is hereby substituted to read in its entirety as
follows:
"8.1 Each Participant shall have the right to use the Transmission
System to transmit to its designated delivery points under normal
operating conditions Power in an amount equivalent to the product of
its cost responsibility in each line segment of the Transmission
System and the associated rating (WSCC approved or E&O Committee
approved, as applicable), of such line segment or to reserve the
Transmission System for such transmission without regard to the
origin, source, ownership or type of generation used to produce such
Power."
3.2 Section 8.8 of Section 8, USE OF THE TRANSMISSION SYSTEM, of the Co-
Tenancy Agreement is hereby deleted in its entirety and a new
Section 8.8 is hereby substituted to read in its entirety as
follows:
"8.8 Unless otherwise agreed by the Transmission Engineering and
Operating Committee, when the Capacity available to the Participants
in any segment of the Transmission System is insufficient to
accommodate all the firm use of the Transmission System pursuant to
Section 8.1 hereof, then the use of the available Capacity of that
segment of the Transmission System will be allocated in proportion
to
3
APS CONTRACT NO. 51763
the Participants' cost responsibility in such segment."
4 EFFECT:
Except for the changes set forth in this Amendment No. 4, all provisions
of the Co-Tenancy Agreement as amended by Amendments No. 1,2 and 3 shall
remain in full force and effect to the extent that such provisions of the
Co-Tenancy Agreement as amended by Amendments No. 1,2 and 3 are not in
conflict or inconsistent with this Amendment No. 4. In the event of any
conflict between the provisions of this Amendment No. 4 and the Co-Tenancy
Agreement as amended, the provisions of Amendment No. 4 shall govern.
5 EXECUTION AND EFFECTIVE DATE
5.1 This Amendment No. 4 may be executed in any number of counterparts
and, upon execution and delivery by each Participant, the executed
and delivered counterparts together shall have the same force and
effect as an original instrument as if all the Participants had
signed the same instrument. Any signature page of this Amendment No.
4 may be detached from any counterpart of this Amendment No. 4
without impairing the legal effect of any signatures thereon, and
may be attached to another counterpart of this Amendment No. 4
identical in form hereto, but having attached to it one or more
signature pages.
5.2 When this Amendment No. 4 to the Co-Tenancy Agreement has been
executed by, and delivered to, the duly authorized representative of
each Participant, Arizona shall promptly file this Amendment No. 4
with FERC and, if accepted for filing by FERC without condition or
modification, it shall be effective as of the day of such
acceptance. In the event FERC conditions or modifies this Amendment
No. 4, Arizona shall promptly notify all the other Participants.
Upon written notice given not less than thirty (30) days from the
date of Arizona's notice to all the other Participants by any
4
APS CONTRACT NO. 51763
Participant that such condition or modification is objectionable,
this Amendment No. 4 shall terminate and be of no further force or
effect. If no written notice is given by any Participant that such
condition or modification is objectionable within such thirty (30)
day period, this Amendment No. 4 shall become effective the day
after such thirty (30) day period.
5
APS CONTRACT NO. 51763
SIGNATURE CLAUSE:
The signatories hereto represent that they have been appropriately
authorized to enter into this Amendment No. 4 on behalf of the
Participants for whom they sign. This Amendment No. 4 is hereby executed
as of the 21st day of January, 1997.
UNITED STATES OF AMERICA
SIGNATURE /s/ Blaine D. Hamann
----------------------------------------
NAME Blaine D. Hamann
Regional Director
ACTING FOR Lower Colorado Region
TITLE U.S. Bureau of Reclamation
DATE SIGNED [ILLEGIBLE]
ARIZONA PUBLIC SERVICE COMPANY
SIGNATURE /s/ CARY B. DEISE
[STAMP] ----------------------------------------
NAME CARY B. DEISE
TITLE Director Transmission Operations & Planning
DATE SIGNED December 17, 1996
6
AUTHORIZED BY RES. 97 149
-----------
JAN 21, 1997
APS CONTRACT NO. 51763
DEPARTMENT OF WATER AND POWER
OF THE CITY OF LOS ANGELES
By
APPROVED AS TO FORM AND LEGALITY
JAMES K. HAHN, CITY ATTORNEY BOARD OF WATER AND POWER
COMMISSIONERS
JAN 02 1997 OF THE CITY OF LOS ANGELES
By /s/ Richard M. Helgeson
-----------------------------
RICHARD M. HELGESON
Assistant City Attorney
By /s/ William R. McCarley
------------------------------------
William R. McCarley, General Manager
and Authorized Signatory
-----------------------------------
Secretary
NEVADA POWER COMPANY
SIGNATURE /s/ Steven W. Rigazio
-----------------------------
NAME Steven W. Rigazio
TITLE Vice President, Finance and
Planning, Treasurer and CFO
DATE SIGNED December 11, 1996
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
SIGNATURE /s/ Mark B.Bonsall
-----------------------------
NAME MARK B.BONSALL
TITLE ASSOCIATE GENERAL MANAGER
DATE SIGNED DECEMBER 30, 1996
7
APS CONTRACT NO. 51763
TUCSON ELECTRIC POWER COMPANY
(Formerly Tucson Gas & Electric Company)
SIGNATURE /s/ Authorized Signatory
--------------------------------
NAME
TITLE Manager, System Control
DATE SIGNED December 20, 1996
8
AMENDMENT NO. 5
TO THE
NAVAJO PROJECT
CO-TENANCY AGREEMENT
By FERC order/notice of acceptance dated ___________________ in FERC
Docket No. ______, this Amendment No. 5 was accepted for filing and the
rate schedules became effective on _____________________.
EXECUTION ORIGINAL
January 23, 1998
AMENDMENT NO. 5
TO THE
NAVAJO PROJECT
CO-TENANCY AGREEMENT
TABLE OF CONTENTS
SECTION PAGE
----------------------------------------------- ----
1. PARTIES ....................................... 1
2. RECITALS ................... ....... ... ...... 1
3. AGREEMENT ............ ..... .. .... .......... 3
4. AGREEMENT MODIFICATIONS ................ ...... 4
5. EFFECT ........................ ............... 14
6. EXECUTION AND EFFECTIVE DATE ..... .. . ...... 15
7. SIGNATURE CLAUSE ...................... ....... 16
EXHIBITS
- --------
B-B TRANSMISSION SYSTEM OWNERSHIP
D ORIGINAL WESTWING 230 KV SWITCHYARD OWNERSHIP PERCENTAGES
E McCULLOUGH 500 KV SWITCHYARD OWNERSHIP PERCENTAGES
F McCULLOUGH SUBSTATION COMMON FACILITIES OWNERSHIP PERCENTAGES
(500 KV PORTION ONLY)
i
AMENDMENT NO. 5
TO THE
NAVAJO PROJECT
CO-TENANCY AGREEMENT
1. PARTIES: The parties to this AMENDMENT NO. 5 to the NAVAJO PROJECT
CO-TENANCY AGREEMENT ("Amendment No. 5") are: THE UNITED STATES OF
AMERICA, hereinafter referred to as the "United States," acting
through the Secretary of the Interior, a duly appointed successor or
a duly authorized representative; ARIZONA PUBLIC SERVICE COMPANY,
hereinafter referred to as "Arizona," an Arizona corporation;
DEPARTMENT OF WATER AND POWER OF THE CITY OF LOS ANGELES,
hereinafter referred to as "Los Angeles," a department organized and
existing by virtue of and under the Charter of the City of Los
Angeles, a municipal corporation of the State of California; NEVADA
POWER COMPANY, hereinafter referred to as "Nevada," a Nevada
corporation; SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER
DISTRICT, hereinafter referred to as "Salt River Project" or "SRP,"
an agricultural improvement district organized and existing under
the laws of the State of Arizona; and TUCSON ELECTRIC POWER COMPANY,
hereinafter referred to as "Tucson," formerly known as Tucson Gas &
Electric Company, an Arizona corporation; all of the foregoing are
sometimes individually referred to as "Participant" and collectively
as "Participants."
2. RECITALS: This Amendment No. 5 is made with reference to the
following facts, among others:
2.1 On March 23, 1976, the Participants entered into the NAVAJO
PROJECT CO-TENANCY AGREEMENT ("Co-Tenancy Agreement") which
established certain terms and conditions relating to their
interest in and their ownership of the Navajo Project and
which
1
established certain rights and obligations under the Project
Agreements.
2.2 On October 18, 1976, the Participants entered into SUPPLEMENT
NO. 1 to the Co-Tenancy Agreement ("Supplement No. 1") to
clarify their intent to preserve, protect, and enhance the
environment as provided in Section 29, ENVIRONMENTAL
PROTECTION, of the Co-Tenancy Agreement.
2.3 On July 5, 1988, the Participants entered into AMENDMENT NO. 1
to the Co-Tenancy Agreement ("Amendment No. 1") to: (i)
establish the Moenkopi Switchyard as a point of delivery for
all Participants; and (ii) reflect the sale of Arizona's
rights, title, and ownership in the Westwing Substation 600
MVA 500/345 kV transformer bank to Tucson.
2.4 On June 14, 1996, the Participants entered into AMENDMENT NO.
2 to the Co-Tenancy Agreement ("Amendment No. 2") to reflect:
(i) the interconnection of the United States' Waddell 230 kV
transmission line at the United States' designated point of
delivery in the Westwing Substation; (ii) the change in the
transformer ratings at the Westwing Substation; (iii) the
interconnection of the United States' two 230 kV transmission
lines in the Westwing 230 kV Switchyard; (iv) the removal of
the series capacitors installed on Arizona's Cholla-Pinnacle
Peak 345 kV lines; and (v) the deletion of certain project
series capacitors from the project description.
2.5 On February 11, 1997, the Participants entered into AMENDMENT
NO. 3 to the Co-Tenancy Agreement ("Amendment No. 3") to
reflect: (i) the construction of the Yavapai Switchyard as a
component of the Southern Transmission System; (ii) new
delivery points for
2
Arizona, SRP, Tucson, and the United States; and (iii) the
interconnection of Arizona's Yavapai 230 kV Substation at the
applicable Participant's new delivery point in the Yavapai
Switchyard.
2.6 On January 21, 1997, the Participants entered into AMENDMENT NO. 4
to the Co-Tenancy Agreement ("Amendment No. 4") to reflect: (i) the
revision/deletion of existing language in order to comply with
FERC's Order No, 888, Final Rule, issued April 24, 1996; and (ii)
the revision of outdated language which limited the ability of the
Participants to fully utilize the Transmission System.
2.7 The Participants desire to enter into this Amendment No. 5 to
reflect: (i) the change in the ownership interests, as tenants in
common, for the McCullough 500 kV Switchyard and the McCullough
Substation Common Facilities; (ii) the interconnection of the
Marketplace 500 kV Tie-Line at the McCullough 500 kV Switchyard;
(iii) the interconnection of the Victorville Line 2 at the
McCullough 500 kV Switchyard; (iv) the interconnection of the
500/230 kV transformer banks H and I at the McCullough 500 kV
Switchyard; (v) the addition of a calculation of ownership
percentages for the original Westwing 230 kV Switchyard, the
McCullough 500 kV Switchyard and the McCullough Substation Common
Facilities; and (vi) the clarification of descriptions for the
McCullough 500 kV Switchyard, the Navajo 500 kV Switchyard, the
Moenkopi Switchyard, the Yavapai Switchyard, the Westwing 500 kV
Switchyard and the original Westwing 230 kV Switchyard.
3. AGREEMENT: In consideration of the mutual covenants and benefits to be
derived from this Amendment No. 5, the Participants agree as follows:
3
4. AGREEMENT MODIFICATIONS:
4.1 The electric utility abbreviations "kv" and "KV" as used throughout
the Co-Tenancy Agreement are hereby deleted and the new electric
utility abbreviation "kV" is hereby substituted for each occurrence
thereof.
4.2 The list of exhibits on page iii of the Table of Contents to the
Co-Tenancy Agreement is hereby deleted in its entirety and a new
list of exhibits is hereby substituted to read in its entirety as
follows:
"EXHIBITS
A NAVAJO GENERATING STATION
B TRANSMISSION SYSTEM
B-B TRANSMISSION SYSTEM OWNERSHIP
C NAVAJO PROJECT GENERAL PROVISIONS
D ORIGINAL WESTWING 230 KV SWITCHYARD (INCLUDING COMMON
FACILITIES) OWNERSHIP PERCENTAGES
E McCULLOUGH 500 KV SWITCHYARD OWNERSHIP PERCENTAGES
F McCULLOUGH SUBSTATION COMMON FACILITIES OWNERSHIP
PERCENTAGES (500 KV PORTION ONLY)"
4.3 A new Subsection 5.15A is hereby inserted after Subsection 5.15 in
Section 5, DEFINITIONS, to the Co-Tenancy Agreement and the new
Subsection 5.15A shall read in its entirety as follows:
"5.15A CO-TENANCY AGREEMENT: This Navajo Project Co-Tenancy
Agreement."
4.4 A new Subsection 5.21A is hereby inserted after Subsection 5.21 in
Section 5, DEFINITIONS, to the Co-Tenancy Agreement and the new
Subsection 5.21A shall read in its entirety as follows:
4
"5.21A McCULLOUGH SUBSTATION: An electrical substation (also
referred to by the Operating Agent as the McCullough
Switching Station), located in southern Nevada, consisting of
the McCullough Facilities as defined in Exhibit B hereto, the
McCullough 230 kV switchyard, and all appurtenant facilities
thereto. The McCullough Substation shall not include the land
held by Los Angeles under Bureau of Land Management Grant No.
N-2763, dated January 23, 1969 and expiring on January 22,
2019, hereinafter referred to as the "McCullough Substation
Site," which land comprises the site of such station."
4.5 Paragraph 6.2.5 of Section 6, OWNERSHIPS AND TITLES, of the Co-
Tenancy Agreement is hereby deleted in its entirety and a new
Paragraph 6.2.5 is hereby substituted to read in its entirety as
follows:
"6.2.5 Westwing 230 kV Switchyard
6.2.5.1 Original Westwing 230 kV Switchyard (including common
facilities)
(i) Arizona = 32.1%
(ii) SRP = 36.1% for its own use and benefit;
and
= 31.8% for the use and benefit of the
United States in accordance
with Project Agreements.
5
The calculation of ownership percentages for the
original Westwing 230 kV Switchyard shall be as
set forth in Exhibit D hereto.
6.2.5.2 Waddell 230 kV Interconnection
SRP = 100.0% for the use and benefit of the
United States in accordance with Project
Agreements."
4.6 Paragraph 6.2.8 of Section 6, OWNERSHIPS AND TITLES, of the Co-
Tenancy Agreement is hereby deleted in its entirety and a new
Paragraph 6.2.8 is hereby substituted to read in its entirety as
follows:
"6.2.8 McCullough 500 kV Switchyard
(i) Los Angeles = 70.1%
(ii) Nevada = 17.4%
(iii) SRP = 12.5% for the use and benefit of the United
States in accordance with Project Agreements.
The calculation of ownership percentages for the McCullough
500 kV Switchyard shall be as set forth in Exhibit E
hereto."
4.7 Paragraph 6.2.9 of Section 6, OWNERSHIPS AND TITLES, of the Co-
Tenancy Agreement is hereby deleted in its entirety and a new
Paragraph 6.2.9 is hereby substituted to read in its entirety as
follows:
6
"6.2.9 McCullough Substation Common Facilities (500 kV portion only)
(i) Los Angeles = 70.1%
(ii) Nevada = 17.4%
(iii) SRP = 12.5% for the use and benefit of the United
States in accordance with Project
Agreements
The calculation of ownership percentages for the McCullough
Substation Common Facilities shall be as set forth in
Exhibit F hereto."
4.8 Subsection 8.11 of Section 8, USE OF THE TRANSMISSION SYSTEM, of the
Co-Tenancy Agreement is hereby deleted in its entirety and a new
Subsection 8.11 is hereby substituted to read in its entirety as
follows:
"8.11 Notwithstanding the provisions of this Section 8, Los Angeles
shall have the right to use the McCullough Facilities or to
interconnect its transmission system therewith for purposes
other than those of the Navajo Project established pursuant to
the Project Agreements; provided, that such use or
interconnection shall not unreasonably interfere with the
rights, titles or interests of the other Participants in the
Transmission System as established pursuant to the Project
Agreements."
4.9 Subsection 15.4 of Section 15, CAPITAL IMPROVEMENTS, of the Co-
Tenancy Agreement is hereby deleted in its entirety and a new
7
Subsection 15.4 is hereby substituted to read in its entirety as
follows:
"15.4 Capital Improvements made to the Transmission System shall be
owned by the Participants in percentage ownership interests in
proportions equal to their construction cost responsibilities
for such Capital Improvements; provided, that title to the
interest of the United States in any such Capital Improvements
shall be held by SRP for the use and benefit of the United
States."
4.10 Subsection 35.3 of Section 35, COMPLIANCE WITH COMPACTS, of the
Co-Tenancy Agreement is hereby deleted in its entirety and a new
Subsection 35.3 is hereby substituted to read in its entirety as
follows:
"35.3 It is the intention of the Participants that each of the
Upper Basin States shall be a third party beneficiary of
the terms and conditions of this Section 35."
4.11 Subsection A, NAVAJO 500 KV SWITCHYARD, in Section I, SOUTHERN
TRANSMISSION SYSTEM, of Exhibit B, TRANSMISSION SYSTEM, to the Co-
Tenancy Agreement is hereby deleted in its entirety and a new
Subsection A is hereby substituted to read in its entirety as
follows:
"A. NAVAJO 500 KV SWITCHYARD
The Navajo 500 kV Switchyard, a basic breaker-and-a-half
scheme, comprising: (i) the 500 kV busses and the structures
therefor; (ii) the control building; (iii) the termination
facilities for three (3) generator step-up
8
transformers, one (1) station service transformer, the
Navajo-McCullough 500 kV line, the Navajo-Moenkopi 500 kV
line, and the Navajo-Westwing 500 kV line including, but not
limited to, power circuit breakers, disconnect switches, and
the structures therefor; and (iv) relays."
4.12 Paragraph 1 of Subsection F, OTHER ASSOCIATED COMPONENTS, in Section
I, SOUTHERN TRANSMISSION SYSTEM, of Exhibit B, TRANSMISSION SYSTEM,
to the Co-Tenancy Agreement is hereby deleted in its entirety and a
new Paragraph 1 is hereby substituted to read in its entirety as
follows:
"1. The additions to the Moenkopi Switchyard comprising: (i) the
additional 500 kV busses and the structures therefor; (ii) the
termination facilities for the Navajo-Moenkopi 500 kV line and
the Moenkopi-Yavapai 500 kV line including, but not limited
to, power circuit breakers, disconnect switches, and the
structures therefor; (iii) the additions to the termination
facilities for the Four Corners-Moenkopi 500 kV line and the
Moenkopi-Eldorado 500 kV line including, but not limited to,
power circuit breakers, disconnect switches, and the
structures therefor; and (iv) relays."
4.13 Subsection G, YAVAPAI SWITCHYARD, in Section I, SOUTHERN
TRANSMISSION SYSTEM, of Exhibit B, TRANSMISSION SYSTEM, to the Co-
Tenancy Agreement is hereby deleted in its entirety and a new
Subsection G is hereby substituted to read in its entirety as
follows:
9
"G, YAVAPAI SWITCHYARD
The Yavapai Switchyard, a basic ring bus scheme, comprising:
(i) the 500 kV busses and the structures therefor; (ii) the
termination facilities for a 500/230 kV transformer bank, the
Moenkopi-Yavapai 500 kV line, and the Yavapai-Westwing 500 kV
line including, but not limited to, power circuit breakers,
disconnect switches, and the structures therefor; (iii)
relays; (iv) common facilities; and (v) other facilities up to
and including the connection to the high-side bushings of the
500/230 kV transformer bank. The Yavapai Switchyard common
facilities include, but are not limited to, roads, trenches
and conduit for system control and power cables, station
grounding grid, overhead static shield, fencing and gates,
yard lighting, maintenance and control buildings, station
batteries, chargers and distribution panels, station power
transformers and distribution panels, remote terminal units,
digital fault recorders, alarms, annunciators, public address
system, communications equipment, and related land or land
rights."
4.14 Paragraph 1 of Subsection I, WESTWING SUBSTATION, in Section I,
SOUTHERN TRANSMISSION SYSTEM, of Exhibit B, TRANSMISSION SYSTEM, to
the Co-Tenancy Agreement is hereby deleted in its entirety and a new
Paragraph 1 is hereby substituted to read in its entirety as
follows:
10
"1. The Westwing 500 kV Switchyard, a basic breaker-and-a-half
scheme, comprising: (i) the 500 kV busses and the structures
therefor; (ii) the termination facilities for two (2) 500/230
kV transformer banks, one (l) 500/345 kV transformer bank, the
Yavapai-Westwing 500 kV line, and the Navajo-Westwing 500 kV
line including, but not limited to, power circuit breakers,
metering transformers, disconnect switches, and the structures
therefor; (iii) relays; (iv) the control building; and (v)
related land and land rights."
4.15 Subparagraph 4.1 of Paragraph 4, Westwing 230 kV Switchyard, of
Subsection I, WESTWING SUBSTATION, in Section I, SOUTHERN
TRANSMISSION SYSTEM, of Exhibit B, TRANSMISSION SYSTEM, to the Co-
Tenancy Agreement is hereby deleted in its entirety and a new
Subparagraph 4.1 is hereby substituted to read in its entirety as
follows:
"4.1 The original Westwing 230 kV Switchyard (including common
facilities), a basic breaker-and-a-half scheme, comprising:
(i) the 230 kV busses and the structures therefor; (ii) the
termination facilities for two (2) 500/230 kV transformer
banks, one Arizona 230 kV line and one future Arizona 230 kV
line, two SRP 230 kV lines, and two United States 230 kV lines
including, but not limited to, power circuit breakers,
metering transformers, disconnect switches, insulators and
hardware, the 230 kV leads between points of attachment on the
transformer dead-end towers to the main switchyard structures,
the
11
230 kv leads up to the points of attachment where the 230 kV
transmission lines attach to the main switchyard structures,
and the structures therefor; (iii) relays; (iv) the control
building; and (v) related land or land rights."
4.16 Subsection A, McCULLOUGH SUBSTATION, in Section II, WESTERN
TRANSMISSION SYSTEM, of Exhibit B, TRANSMISSION SYSTEM, to the Co-
Tenancy Agreement is hereby deleted in its entirety and a new
Subsection A is hereby substituted to read in its entirety as
follows:
"A, McCOLLOUGH FACILITIES
The McCullough Facilities shall consist of the following
components:
1. The McCullough 500 kv Switchyard, a basic breaker-and-
a-half scheme, comprising: (i) the 500 kV busses and the
structures therefor; (ii) the termination facilities for
the 500/230 kV transformer banks H, I and J, the
Navajo-McCullough 500 kv line, the McCullough-Eldorado
500 kV line, and the McCullough- Victorville 500 kV Line
1 and Line 2 including, but not limited to, power
circuit breakers, disconnect switches, and the
structures therefor; and (iii) other facilities up to
and including the connection to the high-side bushings
of the 500/230 kV transformer banks. The McCullough 500
kV Switchyard shall not include: (i) the McCullough
Substation Site; (ii) any termination facilities
associated with a third party
interconnection; (iii) any McCullough Substation Common
Facilities; or (iv) any 500/230 kV transformer banks
located at the McCullough Substation.
2. The McCullough Substation Common Facilities, all or part
of those certain structures, improvements and facilities
of the McCullough Substation, which include, but are not
limited to: dikes, roadways, control building,
communications building, ancillary buildings, trenches,
conduits, control and power cables, control equipment,
station communication equipment, protection equipment,
batteries, auxiliary equipment, station grounding grid,
fencing, lighting and yard improvements, and any other
facilities that provide support for the McCullough
Substation.
McCullough Substation Common Facilities shall not
include: (i) the McCullough Substation Site; (ii) any
termination facilities associated with any line or
transformer termination at the McCullough Substation; or
(iii) any 500/230 kV transformer banks located at the
McCullough Substation."
4.17 Paragraph 1 of Subsection B, NAVAJO-McCULLOUGH 500 KV LINE, in
Section II, WESTERN TRANSMISSION SYSTEM, of Exhibit B, TRANSMISSION
SYSTEM, to the Co-Tenancy Agreement is hereby deleted in its
entirety and a new Paragraph 1 is hereby substituted to read in its
entirety as follows:
"1. The Navajo-McCullough 500 kV line, from and including the
first 500 kV line dead-end tower located outside the Navajo
13
500 kV Switchyard to a similar tower location outside the
McCullough 500 kV Switchyard, including the Patrol
headquarters and the Navajo-McCullough 500 kV line
right-of-way. "
4.18 Exhibit B-B, TRANSMISSION SYSTEM OWNERSHIP, to the Co-Tenancy
Agreement is hereby deleted in its entirety and replaced by a new
Exhibit B-B attached hereto and by this reference incorporated
herein.
4.19 A new Exhibit D, ORIGINAL WESTWING 230 KV SWITCHYARD (INCLUDING
COMMON FACILITIES) OWNERSHIP PERCENTAGES, attached hereto and by
this reference incorporated herein, is hereby appended to the
Co-Tenancy Agreement.
4.20 A new Exhibit E, McCULLOUGH 500 KV SWITCHYARD OWNERSHIP PERCENTAGES,
attached hereto and by this reference incorporated herein, is hereby
appended to the Co-Tenancy Agreement.
4.21 A new Exhibit F, McCULLOUGH SUBSTATION COMMON FACILITIES OWNERSHIP
PERCENTAGES (500 KV PORTION ONLY), attached hereto and by this
reference incorporated herein, is hereby appended to the Co-Tenancy
Agreement.
5. EFFECT: Except for the changes set forth in this Amendment No. 5, all
provisions of the Co-Tenancy Agreement as supplemented by Supplement No. 1
and as amended by Amendment Nos. 1, 2, 3 and 4 shall remain in full force
and effect to the extent that such provisions are not in conflict or
inconsistent with this Amendment No. 5. In the event of any conflict
between the provisions of this Amendment No. 5 and the Co-Tenancy
Agreement as supplemented by Supplement No. 1 and as amended by
14
Amendment Nos. 1, 2, 3 and 4, the provisions of this Amendment No. 5 shall
govern.
6. EXECUTION AND EFFECTIVE DATE:
6.1 This Amendment No. 5 may be executed in any number of counterparts
and, upon execution and delivery by each Participant, the executed
and delivered counterparts together shall have the same force and
effect as an original instrument as if all the Participants had
signed the same instrument. Any signature page of this Amendment No.
5 may be detached from any counterpart of this Amendment No. 5
without impairing the legal effect of any signatures thereon, and
may be attached to another counterpart of this Amendment No. 5
identical in form thereto, but having attached to it one or more
signature pages.
6.2 When this Amendment No. 5 to the Co-Tenancy Agreement has been
executed by, and delivered to, the duly authorized representative of
each Participant, Nevada shall promptly file this Amendment No. 5
with the Federal Energy Regulatory Commission ("FERC") and, if
accepted for filing by FERC without condition or modification, this
Amendment No. 5 shall be effective as of the date specified by
Nevada in the filing letter to FERC.
6.3 In the event FERC conditions or modifies this Amendment No. 5,
Nevada shall promptly notify all the other Participants. Upon
written notice given within thirty (30) days from the date of
Nevada's notice to all other Participants by any Participant that
such condition or modification is objectionable, this Amendment No.
5 shall terminate and be of no further force or effect. If no
written notice is given by any Participant that such condition or
15
modification is objectionable within such thirty (30) day period,
this Amendment No. 5 shall become effective the day after such
thirty (30) day period.
7. SIGNATURE CLAUSE: Each Participant hereto represents and warrants that the
person executing this Amendment No. 5 to the Navajo Project Co-Tenancy
Agreement has been duly authorized to act on its behalf. This Amendment
No. 5 to the Navajo Project Co-Tenancy Agreement is hereby executed as of
the 4th day of September, 1998.
UNITED STATES OF AMERICA
Signature /s/ LeGrand Neilson
---------------------------------
Name LeGrand Neilson
Regional Director
ACTING FOR Lower Colorado Region
Title U.S. Bureau of Reclamation
Date Signed September 4, 1998
ARIZONA PUBLIC SERVICE COMPANY
[STAMP] Signature /s/ Jack Davis
----------------------------------
Name Jack Davis
Title Executive V. P.
Commercial Operation
Date Signed 3/16/98
16
[ILLEGIBLE]
DEPARTMENT OF WATER AND POWER
OF THE CITY OF LOS ANGELES
by
BOARD OF WATER AND POWER COMMISSIONERS
OF THE CITY OF LOS ANGELES
APPROVED AS TO FORM AND LEGALITY By /s/ Authorized Signatory
JAMES K. HAHN CITY ATTORNEY -----------------------------------------
S. DAVID FREEMAN, General Manager
MAY 13 1998
and /s/ Authorized Signatory
By /s/ Kjehl T. Johansen ----------------------------------------
--------------------------------- Secretary
KJEHL T JOHANSEN
DEPUTY CITY ATTORNEY Date Signed Jun 16 1998
NEVADA POWER COMPANY
Signature /s/ Authorized Signatory
----------------------------------
Name Authorized Signatory
Title Vice President, Finance and
Planning, Treasurer and CFO
Date Signed 2/26/98
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
APPROVED AS TO FORM Signature /s/ Mark B. Bonsall
[ILLEGIBLE] ---------------------------------
By /s/ Authorized Signatory Name Mark B. Bonsall
------------------------
DATE 2.13.98 Title Associate General Manager
Date Signed 02/20/98
TUCSON ELECTRIC POWER COMPANY
Signature /s/ Authorized Signatory
--------------------------------
Name T. A. Authorized Signatory
Title Vice President
Date Signed 3-20-98
17
EXHIBIT B-B, SHEET 1
NAVAJO PROJECT CO-TENANCY AGREEMENT
TRANSMISSION SYSTEM OWNERSHIP
[TRANSMISSION SYSTEM OWNERSHIP CHART]
BB-1
EXHIBIT B-B, SHEET 2
NAVAJO PROJECT CO-TENANCY AGREEMENT
TRANSMISSION SYSTEM OWNERSHIP
NAVAJO GENERATING STATION
AND
NAVAJO 500 KV SWITCHYARD
[CIRCUIT DIAGRAM]
BB-2
EXHIBIT B-B, SHEET 3
NAVAJO PROJECT CO-TENANCY AGREEMENT
TRANSMISSION SYSTEM OWNERSHIP
MOENKOPI 500 KV SWITCHYARD
AND
YAVAPAI 500 KV SWITCHYARD
[CIRCUIT DIAGRAM]
BB-3
EXHIBIT B-B, SHEET 4
NAVAJO PROJECT CO-TENANCY AGREEMENT
TRANSMISSION SYSTEM OWNERSHIP
WESTWING SUBSTATION
[CIRCUIT DIAGRAM]
BB-4
EXHIBIT B-B, SHEET 5
NAVAJO PROJECT CO-TENANCY AGREEMENT
TRANSMISSION SYSTEM OWNERSHIP
McCULLOUGH SUBSTATION
[CIRCUIT DIAGRAM]
BB-5
EXHIBIT D
ORIGINAL WESTWING 230 KV SWITCHYARD (INCLUDING COMMON FACILITIES)
OWNERSHIP PERCENTAGES
OWNERSHIP (%)
----------------------------------------
SRP FOR
DESCRIPTION OF TERMINATION ARIZONA SRP UNITED STATES(1)
- --------------------------------- ------- ----- ----------------
500/230 kV Transformer Bank T1(2) 28.5 44.2 27.3
500/230 kV Transformer Bank T4(2) 28.5 44.2 27.3
Westwing- Pinnacle Peak 0.0 100.0 0.0
Westwing-Agua Fria 0.0 100.0 0.0
Westwing- Pinnacle Peak 0.0 0.0 100.0
Westwing- Liberty 0.0 0.0 100.0
Westwing-Surprise 100.0 0.0 0.0
Westwing-APS (future) 100.0 0.0 0.0
------- ----- ---------
TOTAL 257.0 288.4 254.6
Sum of Ownership Percentages:
Arizona + SRP + SRP for United States(1) = 257.0 + 288.4 + 254.6 = 800.0
Ownership percentages for the terminations in the original Westwing 230 kV
Switchyard (including common facilities) are shown in the above table and are
used below to determine the ownership percentages for the original Westwing 230
kV Switchyard (including common facilities) infrastructure facilities such as,
but not limited to, the busses, bus protection and metering, steel switchracks
and associated concrete works, cable trenches and grounding.
Arizona = (257.0/800.0) x 100% = 32.1%
SRP = (288.4/800.0) x 100% = 36.1%
SRP for United States(1) = (254.6/800.0) x 100% = 31.8%
(1) SRP holds title for the use and benefit of the United States, Department
of the Interior (Bureau of Reclamation).
(2) Ownership percentages for the two Westwing 500/230 kV transformer banks
are set forth in Paragraph 6.2.3 of Section 6, OWNERSHIPS AND TITLES, to
the Navajo Project Co-Tenancy Agreement.
NOTE: The calculation of ownership percentages for the original Westwing 230 kV
Switchyard (including common facilities) shall not include any third party
terminations at such switchyard or the United States' Waddell 230 kV
Interconnection.
D-1
EXHIBIT E
MCCULLOUGH 500 KV SWITCHYARD OWNERSHIP PERCENTAGES
OWNERSHIP (%)
-------------------------------
SRP FOR
LOS UNITED
DESCRIPTION OF TERMINATION ANGELES NEVADA STATES*
- ------------------------------ ------- ------ -------
Banks H and I 500 kV 0.00 50.00 50.00
Navajo-McCullough 48.90 26.10 25.00
Bank J 500 kV 71.67 28.33 0.00
McCullough-Victorville Line 1 100.00 0.00 0.00
McCullough-Eldorado 100.00 0.00 0.00
McCullough-Victorville Line 2 100.00 0.00 0.00
------- ------ -------
TOTAL 420.57 104.43 75.00
Sum of Ownership Percentages:
Los Angeles + Nevada + SRP for United States* = 420.57 + 104.43 + 75.00
= 600.00
Ownership percentages for the terminations in the McCullough 500 kV Switchyard
are shown in the above table and are used below to determine the ownership
percentages for the McCullough 500 kV Switchyard infrastructure facilities such
as, but not limited to, the busses, bus protection and metering, steel
switchracks and associated concrete works, cable trenches and grounding.
Los Angeles = (420.57/600.00) x 100% = 70.1%
Nevada = (104.43/600.00) x 100% = 17.4%
SRP for United States* = ( 75.00/600.00) x 100% = 12.5%
* SRP holds title for the use and benefit of the United States, Department
of the Interior (Bureau of Reclamation).
NOTE: The calculation of ownership percentages for the McCullough 500 kV
Switchyard shall not include any third party terminations at such
switchyard.
Dated:[ILLEGIBLE]
E-1
EXHIBIT F
McCULLOUGH SUBSTATION COMMON FACILITIES OWNERSHIP PERCENTAGES
(500 KV PORTION ONLY)
Ownership of the McCullough Substation Common Facilities shall be split between
the McCullough 230 kV switchyard (currently 9 terminations) and the McCullough
500 kV Switchyard (currently 6 terminations) based on the ratio of the number of
terminations in said switchyard to the total number of terminations in both
switchyards (currently 15 terminations(1)).
McCullough 230 kV switchyard: 9/15 = 0.60 or 60%
McCullough 500 kV Switchyard: 6/15 = 0.40 or 40%
500 kV Ownership Percentages
for
McCullough Substation Common Facilities
Los Angeles (420.57(2)/600.00(2)) X 100% = 70.1%
Nevada (104.43(2)/600.00(2)) X 100% = 17.4%
SRP for
United States(3) ( 75.00(2)/600.00(2)) X 100% = 12.5%
(1) The calculation of the 500 kV ownership percentages for the McCullough
Substation Common Facilities shall not include any third party
terminations at the McCullough 500 kV Switchyard.
(2) Numbers used in the calculation of the 500 kV ownership percentages are
taken from Exhibit E hereto.
(3) SRP holds title for the use and benefit of the United States, Department
of the Interior (Bureau of Reclamation).
F-1
[SEAL]
AMENDMENT NO. 6
TO THE
NAVAJO PROJECT
CO-TENANCY AGREEMENT
By FERC order/notice of acceptance dated ______________ in FERC Docket No.
____________, this Amendment No. 6 was accepted for filing and the rate
schedules became effective on _______________.
EXECUTION ORIGINAL
July 31, 1998
AMENDMENT NO. 6
TO THE
NAVAJO PROJECT
CO-TENANCY AGREEMENT
TABLE OF CONTENTS
SECTION PAGE
------- ----
1. PARTIES ............................................ 1
2. RECITALS ........................................... 1
3. AGREEMENT .......................................... 5
4. AGREEMENT MODIFICATIONS ............................ 5
5. EFFECT ............................................. 13
6. EXECUTION AND EFFECTIVE DATE ....................... 14
7. SIGNATURE CLAUSE ................................... 15
EXHIBITS
- --------
B-B, SHEET 1 TRANSMISSION SYSTEM OWNERSHIP
B-B, SHEET 2 TRANSMISSION SYSTEM OWNERSHIP - NAVAJO GENERATING STATION AND
NAVAJO 500 KV SWITCHYARD
B-B, SHEET 4 TRANSMISSION SYSTEM OWNERSHIP - WESTWING SUBSTATION
B-B, SHEET 5 TRANSMISSION SYSTEM OWNERSHIP - McCULLOUGH SUBSTATION
B-B, SHEET 6 TRANSMISSION SYSTEM OWNERSHIP - CRYSTAL SUBSTATION
E McCULLOUGH 500 KV SWITCHYARD OWNERSHIP PERCENTAGES
G CRYSTAL 500 KV SWITCHYARD OWNERSHIP PERCENTAGES
H CRYSTAL SUBSTATION COMMON FACILITIES OWNERSHIP PERCENTAGES
AMENDMENT NO. 6
TO THE
NAVAJO PROJECT
CO-TENANCY AGREEMENT
1. PARTIES: The parties to this AMENDMENT NO. 6 to the NAVAJO PROJECT CO-
TENANCY AGREEMENT ("Amendment No. 6") are: THE UNITED STATES OF AMERICA,
hereinafter referred to as the "United States," acting through the
Secretary of the Interior, a duly appointed successor or a duly authorized
representative; ARIZONA PUBLIC SERVICE COMPANY, hereinafter referred to as
"Arizona," an Arizona corporation; DEPARTMENT OF WATER AND POWER OF THE
CITY OF LOS ANGELES, hereinafter referred to as "Los Angeles," a
department organized and existing by virtue of and under the Charter of
the City of Los Angeles, a municipal corporation of the State of
California; NEVADA POWER COMPANY, hereinafter referred to as "Nevada," a
Nevada corporation; SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER
DISTRICT, hereinafter referred to as "Salt River Project" or "SRP," an
agricultural improvement district organized and existing under the laws of
the State of Arizona; and TUCSON ELECTRIC POWER COMPANY, hereinafter
referred to as "Tucson," formerly known as Tucson Gas & Electric Company,
an Arizona corporation; all of the foregoing are sometimes individually
referred to as "Participant" and collectively as "Participants."
2. RECITALS: This Amendment No. 6 is made with reference to the following
facts, among others:
2.1 On March 23, 1976, the Participants entered into the NAVAJO PROJECT
CO-TENANCY AGREEMENT ("Co-Tenancy Agreement") which established
certain terms and conditions relating to their interest in and their
ownership of the Navajo Project and which established certain rights
and obligations under the Project Agreements.
1
2.2 On October 18, 1976, the Participants entered into SUPPLEMENT NO. 1
to the Co-Tenancy Agreement ("Supplement No. 1") to clarify their
intent to preserve, protect, and enhance the environment as provided
in Section 29, ENVIRONMENTAL PROTECTION, of the Co-Tenancy
Agreement.
2.3 On July 5, 1988, the Participants entered into AMENDMENT NO. 1 to
the Co-Tenancy Agreement ("Amendment No. 1") to: (i) establish the
Moenkopi Switchyard as a point of delivery for all Participants; and
(ii) reflect the sale of Arizona's rights, title, and ownership in
the Westwing Substation 600 MVA 500/345 kV transformer bank to
Tucson.
2.4 On June 14, 1996, the Participants entered into AMENDMENT NO. 2 to
the Co-Tenancy Agreement ("Amendment No. 2") to reflect: (i) the
interconnection of the United States' Waddell 230 kV transmission
line at the United States' designated point of delivery in the
Westwing Substation; (ii) the change in the transformer ratings at
the Westwing Substation; (iii) the interconnection of the United
States' two 230 kV transmission lines in the Westwing 230 kV
Switchyard; (iv) the removal of the series capacitors installed on
Arizona's Cholla-Pinnacle Peak 345 kV lines; and (v) the deletion of
certain project series capacitors from the project description.
2.5 On February 11, 1997, the Participants entered into AMENDMENT NO. 3
to the Co-Tenancy Agreement ("Amendment No. 3") to reflect: (i) the
construction of the Yavapai Switchyard as a component of the
Southern Transmission System; (ii) new delivery points for Arizona,
SRP, Tucson, and the United States; and (iii) the interconnection of
Arizona's Yavapai 230 kV Substation at the applicable Participant's
new delivery point in the Yavapai Switchyard.
2
2.6 On January 21, 1997, the Participants entered into AMENDMENT NO. 4
to the Co-Tenancy Agreement ("Amendment No. 4") to reflect: (i) the
revision/deletion of existing language in order to comply with the
Federal Energy Regulatory Commission's (FERC) Order No. 888, Final
Rule, issued April 24, 1996; and (ii) the revision of outdated
language which limited the ability of the Participants to fully
utilize the Transmission System.
2.7 On September 4, 1998, the Participants entered into Amendment No. 5
to the Co-Tenancy Agreement ("Amendment No. 5") to reflect: (i) the
change in the ownership interests, as tenants in common, for the
McCullough 500 kV Switchyard and the McCullough Substation Common
Facilities; (ii) the interconnection of the Marketplace 500 kV
Tie-Line at the McCullough 500 kV Switchyard; (iii) the
interconnection of the Victorville Line 2 at the McCullough 500 kV
Switchyard; (iv) the interconnection of the 500/230 kV transformer
banks H and I at the McCullough 500 kV Switchyard; (v) the addition
of a calculation of ownership percentages for the original Westwing
230 kV Switchyard, the McCullough 500 kV Switchyard and the
McCullough Substation Common Facilities; and (vi) the clarification
of descriptions for the McCullough 500 kV Switchyard, the Navajo 500
kV Switchyard, the Moenkopi Switchyard, the Yavapai Switchyard, the
Westwing 500 kV Switchyard and the original Westwing 230 kV
Switchyard.
2.8 In December 1995, the Project Series Capacitors and Incremental
Series Capacitors on the Moenkopi Switchyard end of the
Moenkopi-Eldorado 500 kV line (as described in Paragraph 4 of
Subsection F, OTHER ASSOCIATED COMPONENTS, in Section I, SOUTHERN
TRANSMISSION SYSTEM, of Exhibit B to the Co-Tenancy Agreement) were
replaced by Arizona at the request and sole expense of Southern
California Edison Company, a non-Navajo entity.
3
2.9 Nevada plans to construct the Crystal 500 kV Switchyard as a
component of the Western Transmission System and to loop in the
Navajo-McCullough 500 kV line at such switchyard, thereby forming
the Navajo-Crystal 500 kV line and the Crystal-McCullough 500 kV
line.
2.10 Nevada plans to interconnect its Crystal 230 kV switchyard to the
Navajo Project at its new delivery point in the Crystal 500 kV
Switchyard.
2.11 On April 28, 1998, the Transmission Engineering and Operating
Committee approved the technical feasibility of the loop-in of the
Navajo-McCullough 500 kV line at the Crystal 500 kV Switchyard. This
approval was based on the results of technical studies performed by
Nevada and presented by Nevada to the Transmission Engineering and
Operating Committee on May 6, 1997 and on the results of additional
studies performed by Nevada which were requested by Los Angeles
subsequent to May 6, 1997.
2.12 The Participants desire to enter into this Amendment No. 6 to
reflect; (i) the deletion of the Project Series Capacitors and
Incremental Series Capacitors on the Moenkopi Switchyard end of the
Moenkopi-Eldorado 500 kV line from the description of the Navajo
Project; (ii) the construction of the Crystal 500 kV Switchyard as a
component of the Western Transmission System and the loop-in of the
Navajo-McCullough 500 kV line at such switchyard, resulting in the
formation of the Navajo-Crystal and Crystal-McCullough 500 kV line
segments; (iii) new delivery points for Los Angeles, Nevada and the
United States at the Crystal 500 kV Switchyard; (iv) the
interconnection of Nevada's Crystal 230 kV switchyard at Nevada's
new delivery point in the Crystal 500 kV Switchyard; and (v) the
addition of a calculation of ownership
4
percentages for the Crystal 500 kV Switchyard and the Crystal
Substation Common Facilities.
3. AGREEMENT: In consideration of the mutual covenants and benefits to be
derived from this Amendment No. 6, the Participants agree as follows:
4. AGREEMENT MODIFICATIONS:
4.1 A new Subsection 5.16A is hereby inserted after Subsection 5.16 in
Section 5, DEFINITIONS, of the Co-Tenancy Agreement and the new
Subsection 5.16A shall read in its entirety as follows:
"5.16A CRYSTAL SUBSTATION: An electrical substation, located
northeast of Las Vegas, Nevada, consisting of the Crystal
Facilities as defined in Subsection C of Section II to
Exhibit B hereto, the Crystal 230 kV switchyard, two (2)
500/230 kV transformer banks, and all appurtenant facilities
thereto."
4.2 Paragraph 6.2.2A in Section 6, OWNERSHIPS AND TITLES, of the
Co-Tenancy Agreement is hereby deleted in its entirety and a new
Paragraph 6.2.2A is hereby substituted to read in its entirety as
follows:
"6.2.2A Yavapai Switchyard
Arizona = 100.0% for the use and benefit
of the Participants in
accordance with Project
Agreements."
4.3 Paragraph 6.2.6 in Section 6, OWNERSHIPS AND TITLES, of the
Co-Tenancy Agreement is hereby deleted in its entirety and a new
Paragraph 6.2.6 is hereby substituted to read in its entirety as
follows:
"6.2.6 Other Associated Components of the Southern Transmission
System, as described in Subsection F of Section I of Exhibit
B hereto, shall be solely owned by Arizona for
5
the use and benefit of the Participants in accordance with
Project Agreements."
4.4 Paragraph 6.2.7 in Section 6, OWNERSHIPS AND TITLES, of the
Co-Tenancy Agreement is hereby deleted in its entirety and a new
Paragraph 6.2.7 is hereby substituted to read in its entirety as
follows:
"6.2.7 Navajo-Crystal 500 kV line
Crystal-McCullough 500 kV line
Navajo-Crystal Line Compensation (Navajo end)
Crystal-McCullough Line Compensation (McCullough end)
Western Transmission Communications System
(i) Los Angeles = 48.9%
(ii) Nevada = 26.1%
(iii) SRP = 25.0% for the use and benefit
of the United States in
accordance with Project
Agreements."
4.5 A new Paragraph 6.2.7A is hereby inserted after Paragraph 6.2.7 in
Section 6, OWNERSHIPS AND TITLES, of the Co-Tenancy Agreement and
the new Paragraph 6.2.7A shall read in its entirety as follows:
"6.2.7A Crystal Facilities
Nevada = 100.0% for the use and benefit
of the Participants in
accordance with Project
Agreements."
4.6 Subsection 8.5 in Section 8, USE OF THE TRANSMISSION SYSTEM, of the
Co-Tenancy Agreement is hereby deleted in its entirety and a new
Subsection 8.5 is hereby substituted to read in its entirety as
follows:
6
"8.5 The Participants' designated points of delivery shall be as
follows:
8.5.1 Arizona = Navajo 500 kV Switchyard, Westwing
Substation, Moenkopi Switchyard
and Yavapai Switchyard.
8.5.2 Los Angeles = Navajo 500 kV Switchyard,
McCullough 500 kV Switchyard,
Moenkopi Switchyard and Crystal
500 kV Switchyard.
8.5.3 Nevada = Navajo 500 kV Switchyard,
McCullough 500 kV Switchyard,
Moenkopi Switchyard and Crystal
500 kV Switchyard.
8.5.4 SRP = Navajo 500 kV Switchyard, Westwing
Substation, Moenkopi Switchyard
and Yavapai Switchyard.
8.5.5 Tucson = Navajo 500 kV Switchyard, Westwing
Substation, Moenkopi Switchyard
and Yavapai Switchyard.
8.5.6 United States = Navajo 500 kV Switchyard,
McCullough 500 kV Switchyard,
Westwing Substation, Moenkopi
Switchyard, Yavapai Switchyard and
Crystal 500 kV Switchyard."
4.7 Subsection B, McCULLOUGH LINE COMPENSATION, in Section I, SOUTHERN
TRANSMISSION SYSTEM, of Exhibit B, TRANSMISSION SYSTEM, to the
Co-Tenancy Agreement is hereby deleted in its entirety and a new
Subsection B is hereby substituted to read in its entirety as
follows:
7
"B. NAVAJO-CRYSTAL LINE COMPENSATION
The Project Series Capacitors, Incremental Series Capacitors
and shunt reactors on the Navajo 500 kV Switchyard end of the
Navajo-Crystal 500 kV line including, but not limited to, the
capacitors, control equipment, reactors, lightning arrestors,
hazard fencing, disconnects, structures and bus work from the
switchyard side of the first 500 kV line dead-end tower
located outside the switchyard to the attachment on the main
switchyard structure."
4.8 Paragraph 4 of Subsection F, OTHER ASSOCIATED COMPONENTS, in Section
I, SOUTHERN TRANSMISSION SYSTEM, of Exhibit B, TRANSMISSION SYSTEM,
to the Co-Tenancy Agreement is hereby deleted in its entirety.
4.9 Paragraph 5 of Subsection F, OTHER ASSOCIATED COMPONENTS, in Section
I, SOUTHERN TRANSMISSION SYSTEM, of Exhibit B, TRANSMISSION SYSTEM,
to the Co-Tenancy Agreement is hereby deleted in its entirety and a
new Paragraph 4 is hereby substituted to read in its entirety as
follows:
"4. All the communication facilities necessary to control the
Southern Transmission System including such facilities located
at the Navajo 500 kV Switchyard, the Moenkopi Switchyard, the
Yavapai Switchyard, or the Westwing Substation."
4.10 Paragraph 1 of Subsection A, McCULLOUGH FACILITIES, in Section II,
WESTERN TRANSMISSION SYSTEM, of Exhibit B, TRANSMISSION SYSTEM, to
the Co-Tenancy Agreement is hereby deleted in its entirety and a new
Paragraph 1 is hereby substituted to read in its entirety as
follows:
"1. The McCullough 500 kV Switchyard, a basic breaker-and-a-half
scheme, comprising: (i) the 500 kV busses and the structures
8
therefor; (ii) the termination facilities for the 500/230 kV
transformer banks H, I and J, the Crystal-McCullough 500 kV
line, the McCullough-Eldorado 500 kV line, and the
McCullough-Victorville 500 kV Line 1 and Line 2 including, but
not limited to, power circuit breakers, disconnect switches,
and the structures therefor; and (iii) other facilities up to
and including the connection to the high-side bushings of the
500/230 kV transformer banks. The McCullough 500 kV Switchyard
shall not include: (i) the McCullough Substation Site; (ii)
any termination facilities associated with a third party
interconnection; (iii) any McCullough Substation Common
Facilities; or (iv) any 500/230 kV transformer banks located
at the McCullough Substation."
4.11 Subsection B, NAVAJO-McCULLOUGH 500 KV LINE, in Section II, WESTERN
TRANSMISSION SYSTEM, of Exhibit B, TRANSMISSION SYSTEM, to the
Co-Tenancy Agreement is hereby deleted in its entirety and a new
Subsection B is hereby substituted to read in its entirety as
follows:
"B. NAVAJO-CRYSTAL 500 KV LINE
The Navajo-Crystal 500 kV line, from and including the first
500 kV line dead-end tower located outside the Navajo 500 kV
Switchyard to the first 500 kV transmission line tower located
outside the Crystal 500 kV Switchyard, including the patrol
headquarters and the Navajo-Crystal 500 kV line right-of-way."
4.12 Subsection C, WESTERN TRANSMISSION COMMUNICATIONS SYSTEM, in Section
II, WESTERN TRANSMISSION SYSTEM, of Exhibit B, TRANSMISSION SYSTEM,
to the Co-Tenancy Agreement is hereby deleted in its entirety and a
new Subsection C is hereby substituted to read in its entirety as
follows:
9
"C. CRYSTAL FACILITIES
1. The Crystal 500 kV Switchyard, a basic breaker-and-a-
half scheme to be initially installed as a basic ring
bus scheme, comprising: (i) the 500 kV busses and the
structures therefor; (ii) the termination facilities for
two (2) 500/230 kV transformer banks, the Navajo-
Crystal 500 kV line, and the Crystal-McCullough 500 kV
line including, but not limited to, power circuit
breakers, disconnect switches, and the structures
therefor; (iii) relays; and (iv) other facilities up to
and including the connection to the high-side bushings
of the 500/230 kV transformer banks. The Crystal 500 kV
Switchyard shall not include: (i) any Crystal Substation
Common Facilities; or (ii) any 500/230 kV transformer
banks located at the Crystal Substation.
2. The Crystal Substation Common Facilities, all or part of
those certain structures, improvements and facilities of
the Crystal Substation, which include, but are not
limited to: dikes, roadways, control building,
communications building, ancillary buildings, trenches,
conduits, remote terminal unit (RTU) and SCADA interface
equipment, control and power cables, control equipment,
batteries, auxiliary equipment, station grounding grid,
fencing, lighting and yard improvements, and related
land or land rights. Crystal Substation Common
Facilities shall not include: (i) any termination
facilities associated with any line or transformer
termination at the
10
Crystal Substation; or (ii) any 500/230 kV transformer
banks located at the Crystal Substation.
3. The Project Series Capacitors and shunt reactors on the
Crystal 500 kV Switchyard end of the Navajo-Crystal 500
kV line including, but not limited to, the capacitors,
control equipment, reactors, power circuit breaker,
lightning arrestors, hazard fencing, disconnects,
structures and bus work from the switchyard side of the
first 500 kV transmission line tower located outside the
switchyard to the attachment on the main switchyard
structure."
4.13 A new Subsection D is hereby inserted after Subsection C in Section
II, WESTERN TRANSMISSION SYSTEM, of Exhibit B, TRANSMISSION SYSTEM,
to the Co-Tenancy Agreement and the new Subsection D shall read in
its entirety as follows:
"D. CRYSTAL-McCULLOUGH 500 KV LINE
1. The Crystal-McCullough 500 kV line, from and including
the first 500 kV transmission line tower located outside
the Crystal 500 kV Switchyard to the first 500 kV line
dead-end tower located outside the McCullough 500 kV
Switchyard, including the Crystal-McCullough 500 kV line
right-of-way.
2. The Project Series Capacitors, Incremental Series
Capacitors and shunt reactors on the McCullough 500 kV
Switchyard end of the Crystal-McCullough 500 kV line
including, but not limited to, the capacitors, control
equipment, reactors, power circuit breaker, lightning
arrestors, hazard fencing, disconnects, structures and
bus work from the switchyard side of the first 500 kV
11
line dead-end tower located outside the switchyard to
the attachment on the main switchyard structure."
4.14 A new Subsection E is hereby inserted after Subsection D in Section
II, WESTERN TRANSMISSION SYSTEM, of Exhibit B, TRANSMISSION SYSTEM,
to the Co-Tenancy Agreement and the new Subsection E shall read in
its entirety as follows:
"E. WESTERN TRANSMISSION COMMUNICATIONS SYSTEM
The microwave system from a terminal located at the Navajo 500
kV Switchyard carrier room to a terminal located at the Red
Mountain Microwave Station near Boulder City, Nevada, more
particularly described as follows:
1. EQUIPMENT AT NAVAJO 500 KV SWITCHYARD: The Backbone
Radio Frequency (RF) System shall include the following:
(i) RF microwave equipment; (ii) the coaxial cable;
(iii) the antenna; and (iv) batteries and battery
chargers. The antenna and the coaxial cable shall be
located in the Navajo 500 kV Switchyard and mounted on a
tower structure which is part of the Navajo 500 kV
Switchyard. The microwave equipment shall be located in
the carrier room.
2. EQUIPMENT AT REPEATER STATIONS: The Backbone RF System
shall include the following: (i) RF microwave equipment
(digital or analog); (ii) all baseband treatment,
including but not limited to amplifiers, bridges,
filters, pads, and power supplies; (iii) supervisory
alarm and control system; (iv) auxiliary power units,
generators, fuel tanks, batteries, battery chargers and
associated equipment; (v) buildings and associated
electrical wiring, lighting, and air conditioning
equipment; (vi) all tower
12
structures, antennas, coaxial cable, mounting
brackets, and associated equipment; (vii) microwave
site property including fencing and other required
improvements; (viii) roads required for microwave site
access; and (ix) any other material and/or equipment
which may be required to implement the Backbone RF
System.
3. EQUIPMENT AT RED MOUNTAIN: The Backbone RF System shall
include the following: (i) RF microwave equipment; (ii)
all baseband treatment; (iii) supervisory alarm and
control system; (iv) the antenna; and (v) the coaxial
cable."
4.15 Sheets 1, 2, 4 and 5 of Exhibit B-B, TRANSMISSION SYSTEM OWNERSHIP,
to the Co-Tenancy Agreement are hereby deleted in their entirety and
replaced by new Sheets 1, 2, 4, 5 and 6 attached hereto and by this
reference incorporated herein.
4.16 Exhibit E, McCULLOUGH 500 KV SWITCHYARD OWNERSHIP PERCENTAGES, to
the Co-Tenancy Agreement is hereby deleted in its entirety and
replaced by a new Exhibit E attached hereto and by this reference
incorporated herein.
4.17 A new Exhibit G, CRYSTAL 500 KV SWITCHYARD OWNERSHIP PERCENTAGES,
attached hereto and by this reference incorporated herein, is hereby
appended to the Co-Tenancy Agreement.
4.18 A new Exhibit H, CRYSTAL SUBSTATION COMMON FACILITIES OWNERSHIP
PERCENTAGES (500 KV PORTION ONLY), attached hereto and by this
reference incorporated herein, is hereby appended to the Co-Tenancy
Agreement.
5. EFFECT: Except for the changes set forth in this Amendment No. 6, all
provisions of the Co-Tenancy Agreement as supplemented by Supplement No. 1
and as amended by Amendment Nos. 1, 2, 3, 4 and 5 shall remain in full
13
force and effect to the extent that such provisions are not in conflict or
inconsistent with this Amendment No. 6. In the event of any conflict
between the provisions of this Amendment No. 6 and the Co-Tenancy
Agreement as supplemented by Supplement No. 1 and as amended by Amendment
Nos. 1, 2, 3, 4 and 5, the provisions of this Amendment No. 6 shall
govern.
6. EXECUTION AND EFFECTIVE DATE:
6.1 This Amendment No. 6 may be executed in any number of counterparts
and, upon execution and delivery by each Participant, the executed
and delivered counterparts together shall have the same force and
effect as an original instrument as if all the Participants had
signed the same instrument. Any signature page of this Amendment No.
6 may be detached from any counterpart of this Amendment No. 6
without impairing the legal effect of any signatures thereon, and
may be attached to another counterpart of this Amendment No. 6
identical in form thereto, but having attached to it one or more
signature pages.
6.2 When this Amendment No. 6 to the Co-Tenancy Agreement has been
executed by, and delivered to, the duly authorized representative of
each Participant, Nevada shall promptly file this Amendment No. 6
with FERC and, if accepted for filing by FERC without condition or
modification, this Amendment No. 6 shall be effective as of the date
specified by Nevada in the filing letter to FERC.
6.3 In the event FERC conditions or modifies this Amendment No. 6,
Nevada shall promptly notify all the other Participants. Upon
written notice given within thirty (30) days from the date of
Nevada's notice to all other Participants by any Participant that
such condition or modification is objectionable, this Amendment No.
6 shall terminate and be of no further force or effect. If no
written notice is given by any Participant that such condition or
14
modification is objectionable within such thirty (30) day period,
this Amendment No. 6 shall become effective the day after such
thirty (30) day period.
7. SIGNATURE CLAUSE: Each Participant hereto represents and warrants that the
person executing this Amendment No. 6 to the Navajo Project Co-Tenancy
Agreement has been duly authorized to act on its behalf. This Amendment
No. 6 to the Navajo Project Co-Tenancy Agreement is hereby executed as of
the 26th day of july, 1999.
UNITED STATES OF AMERICA
Signature /s/ Robert W. Johnson
----------------------------------
Name Robert W. Johnson
Regional Director
Lower Colorado Region
Title U.S. Bureau of Reclamation
Date Signed Jul 26 1999
ARIZONA PUBLIC SERVICE COMPANY
Signature /s/ Jack Davis
----------------------------------
[STAMP]
Name Jack Davis
Title Executive Vice President
Date Signed September 30, 1998
DEPARTMENT OF WATER AND POWER
OF THE CITY OF LOS ANGELES
by
APPROVED AS TO FORM AND LEGALITY BOARD OF WATER AND POWER COMMISSIONERS
JAMES K. HAHN CITY ATTORNEY OF THE CITY OF LOS ANGELES
MAY 07 1999
By /s/ Kjehl T. Johansen By /s/ S. David Freeman
----------------------------- -----------------------------------------
KJEHL T JOHANSEN S. DAVID FREEMAN, General Manager
Deputy City Attorney
and /s/ Authorized Signatory
----------------------------------------
Secretary
Date Signed Authorized Signatory
15
NEVADA POWER COMPANY
Signature /s/ Steven W. Rigazio
----------------------------------
Name Steven W. Rigazio
Title Vice President, Finance and
Planning, Treasurer and CFO
Date Signed October 15, 1998
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
Signature /s/ Richard H. Silverman
----------------------------------
APPROVED AS TO FORM Name Richard H. Silverman
SALT RIVER PROJECT LEGAL SERVICES
By /s/ Authorized Signatory Title General Manager
------------------------------
DATE 10-29-98 Date Signed December 18,1998
TUCSON ELECTRIC POWER COMPANY
Signature /s/ T.A. Delawdev
----------------------------------
Name T.A. Delawdev
Title Vice President
Date Signed 12-22-98
16
EXHIBIT B-B, SHEET 1
NAVAJO PROJECT CO-TENANCY AGREEMENT
TRANSMISSION SYSTEM OWNERSHIP
[FLOW CHART]
[TRANSMISSION SYSTEM OWNERSHIP CHART]
*SRP holds title for the use and benefit of
the United States, Department of the
Interior (Bureau of Reclamation).
Revised: 7/31/98
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EXHIBIT B-B, SHEET 2
NAVAJO PROJECT CO-TENANCY AGREEMENT
TRANSMISSION SYSTEM OWNERSHIP
NAVAJO GENERATING STATION
AND
NAVAJO 500 kV SWITCHYARD
[CIRCUIT DIAGRAM]
*SRP holds title for the use and benefit of
the United States, Department of the
Interior (Bureau of Reclamation).
Revised: 7/31/98
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EXHIBIT B-B, SHEET 4
NAVAJO PROJECT CO-TENANCY AGREEMENT
TRANSMISSION SYSTEM OWNERSHIP
WESTWING SUBSTATION
[CIRCUIT DIAGRAM]
*SRP holds title for the use and benefit of
the United States, Department of the
Interior (Bureau of Reclamation).
**Ownership percentage calculation shown in Exhibit D.
Revised: 7/31/98
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EXHIBIT B-B, SHEET 5
NAVAJO PROJECT CO-TENANCY AGREEMENT
TRANSMISSION SYSTEM OWNERSHIP
McCULLOUGH SUBSTATION
[CIRCUIT DIAGRAM]
*SRP holds title for the use and benefit of
the United States, Department of the
Interior (Bureau of Reclamation).
**Ownership percentage calculation shown in Exhibit E.
***Ownership percentage calculation shown in Exhibit F.
Note: The McCullough 230 kV switchyard and
transformer banks H.I and J are shown for
information purposes only.
Revised: 7/31/98
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EXHIBIT B-B, SHEET 6
NAVAJO PROJECT CO-TENANCY AGREEMENT
TRANSMISSION SYSTEM OWNERSHIP
CRYSTAL SUBSTATION
[CIRCUIT DIAGRAM]
Legend:
Termination
___ ___ Crystal 500 kV Switchyard
Note: The Crystal 230 kV switchyard, the
500/230 kV transformers banks, and the 230 kV
phase-shifting transformers are shown for
information purposes only.
Revised: 7/31/98
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EXHIBIT E
McCULLOUGH 500 KV SWITCHYARD OWNERSHIP PERCENTAGES
OWNERSHIP (%)
------------------------------
SRP FOR
LOS UNITED
DESCRIPTION OF TERMINATION ANGELES NEVADA STATES*
- ----------------------------- ------- ------- -------
Banks H and I 500 kV 0.00 50.00 50.00
Crystal-McCullough 48.90 26.10 25.00
Bank J 500 kV 71.67 28.33 0.00
McCullough-Victorville Line 1 100.00 0.00 0.00
McCullough-Eldorado 100.00 0.00 0.00
McCullough-Victorville Line 2 100.00 0.00 0.00
------- ------- ------
TOTAL 420.57 104.43 75.00
Sum of Ownership Percentages:
Los Angeles + Nevada + SRP for United States* = 420.57 + 104.43 + 75.00
= 600.00
Ownership percentages for the terminations in the McCullough 500 kV Switchyard
are shown in the above table and are used below to determine the ownership
percentages for the McCullough 500 kV Switchyard infrastructure facilities such
as, but not limited to, the busses, bus protection and metering, steel
switchracks and associated concrete works, cable trenches and grounding.
Los Angeles = (420.57/600.00) x 100% = 70.1%
Nevada = (104.43/600.00) x 100% = 17.4%
SRP for United States* = ( 75.00/600.00) x 100% = 12.5%
* SRP holds title for the use and benefit of the United States, Department
of the Interior (Bureau of Reclamation).
NOTE: The calculation of ownership percentages for the McCullough 500 kV
Switchyard shall not include any third party terminations at such
switchyard.
Dated: July 31, 1998
E-1
EXHIBIT G
CRYSTAL 500 KV SWITCHYARD OWNERSHIP PERCENTAGES
OWNERSHIP (%)
------------------------------
SRP FOR
LOS UNITED
DESCRIPTION OF TERMINATION ANGELES NEVADA STATES*
- -------------------------- -------- ------ -------
Bank No, 2 - 500 kV 0.00 100.00 0.00
Bank No. 3 - 500 kV 0.00 100.00 0.00
Navajo-Crystal 0.00 100.00 0.00
Crystal-McCullough 0.00 100.00 0.00
----- ------ ----
TOTAL 0.00 400.00 0.00
Sum of Ownership Percentages:
Los Angeles + Nevada + SRP for United States* = 0.00 + 400.00 + 0.00 = 400.00
Ownership percentages for the terminations in the Crystal 500 kV Switchyard are
shown in the above table and are used below to determine the ownership
percentages for the Crystal 500 kV Switchyard infrastructure facilities such as,
but not limited to, the busses, bus protection and metering, steel switchracks
and associated concrete works, cable trenches and grounding.
Los Angeles = ( 0.00/400.00) x 100% = 0.0%
Nevada = (400.00/400.00) x 100% = 100.0%
SRP for United States* = ( 0.00/400.00) x 100% = 0.0%
* SRP holds title for the use and benefit of the United States, Department
of the Interior (Bureau of Reclamation).
Dated: July 31, 1988
G-1
EXHIBIT H
CRYSTAL SUBSTATION COMMON FACILITIES OWNERSHIP PERCENTAGES
(500 KV PORTION ONLY)
Ownership of the Crystal Substation Common Facilities shall be split between the
Crystal 230 kV switchyard (currently 4 terminations) and the Crystal 500 kV
Switchyard (currently 4 terminations) based on the ratio of the number of
terminations in said switchyard to the total number of terminations in both
switchyards (currently 8 terminations).
Crystal 230 kV switchyard: 4/8 = 0.50 or 50%
Crystal 500 kV Switchyard: 4/8 = 0.50 or 50%
500 kV Ownership Percentages
for
Crystal Substation Common Facilities
Los Angeles ( 0.00(1)/400.00(1)) x 100% = 0.0%
Nevada (400.00(1)/400.00(1)) x 100% = 100.0%
SRP for United States(2) ( 0.00(1)/400.00(1)) x 100% = 0 0%
(1) Numbers used in the calculation of the 500 kV ownership percentages are
taken from. Exhibit G hereto.
(2) SRP holds title for the use and benefit of the United States, Department
of the Interior (Bureau of Reclamation).
Dated: July 31, 1998
H-1
SUPPLEMENT NO. 1
TO THE
NAVAJO PROJECT CO-TENANCY AGREEMENT
BETWEEN
THE NAVAJO PROJECT PARTICIPANTS
(DWP NO. 10498S)
DATED: FEB - 5 1976
SUPPLEMENT NO. 1
TO THE
NAVAJO PROJECT CO-TENANCY AGREEMENT
AMONG
THE UNITED STATE OF AMERICA
ARIZONA PUBLIC SERVICE COMPANY
DEPARTMENT OF WATER AND POWER
OF THE CITY OF LOS ANGELES
NEVADA POWER COMPANY
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
TUCSON GAG & ELECTRIC COMPANY
DWP No. 104985
SUPPLEMENT NO. 1
TO THE
NAVAJO PROJECT CO-TENANCY AGREEMENT
1. PARTIES: The parties to this Supplement No. 1 to the Navajo Project
Co-Tenancy Agreement hereinafter referred to as Supplement No. 1 are: THE
UNITED STATES OF AMERICA, hereinafter referred to as the "United States",
acting through the Secretary of the Interior, his duly appointed successor
or his duly authorized representative; ARIZONA PUBLIC SERVICE COMPANY, an
Arizona corporation, hereinafter referred to as "Arizona"; DEPARTMENT OF
WATER AND POWER OF THE CITY OF LOS ANGELES, a department organized and
existing under the Charter Of the City of Los Angeles, a municipal
corporation of the State of California, hereinafter referred to as "Los
Angeles"; NEVADA POWER COMPANY, a Nevada corporation, hereinafter referred
to as "Nevada"; SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER
DISTRICT, an agricultural improvement district organized and existing
under the laws of the State of Arizona, hereinafter referred to as "Salt
River Project"; and TUCSON GAS & ELECTRIC COMPANY, an Arizona corporation,
hereinafter referred to as "Tucson".
2. RECITALS: This Supplement No. 1 is made with reference to the following
facts, among others:
2.1 The Participants entered into the Participation Agreement, which
provides the basic principles for
- 1 -
their participation in the Navajo Project. These principles are
intended to be the basis of definitive agreements, included among
which is the Navajo Project Co-Tenancy Agreement.
2.2 The Navajo Project Co-Tenancy Agreement, which supersedes in part
the Navajo Project Participation Agreement, establishes terms and
conditions relating to the Participants' interests in and ownership
of the Navajo Project and establishes certain rights and obligations
under the Project Agreements.
2.3 The Participants desire by this Supplement No. 1 to clarify their
intent to preserve, protect and enhance the environment as provided
in Section 29 (Environmental Protection) of the Co-Tenancy
Agreement.
3. AGREEMENT: In consideration of the terms and conditions contained in this
Supplement No. 1 to the Navajo Project Co-Tenancy Agreement, the
Participants agree that Section 29 of the Co-Tenancy Agreement is hereby
supplemented to read as follows:
29. ENVIRONMENTAL PROTECTION:
29.1 It is the intent of the Participants to comply with applicable
ambient air standards in order to protect the public health and
welfare from pollutants emitted from the Navajo Project.
29.2 On or before September 30 of each year, a report
- 2 -
shall be prepared by Los Angeles at its own expense for the fiscal
year ending on June 30 preceding such date on environmental matters
related to the operation and maintenance of the Navajo Generating
Station and its associated transmission and other facilities and to
the design and construction of such Navajo Generating Station and
associated facilities as of such June 30.
29.2.1 The report shall include, but not be limited to, a review of
any applicable or potentially applicable advances in
technology of equipment and devices for the protection of the
environment, an analysis of the performance and efficiency of
existing air quality control equipment and devices at the
Navajo Generating Station and its related facilities at the
site, a review of new information concerning effects to
health and welfare arising from the operation and maintenance
of the Navajo Project and should furnish conclusions as to
the environmental and economic desirability and feasibility
of upgrading the level of protection against such effects.
29.2.2 A copy of each such report shall be transmitted by Los
Angeles, at its expense,
- 3 -
promptly thereafter to each person or group who notifies Los
Angeles in writing of a desire to receive a copy thereof. The
notification shall be effective from year to year until such
time as such person or group notifies Los Angeles in writing
of its revocation or fails to provide a correct address for
receipt of such report.
29.2.2.1 Such transmittal shall include, either by
accompanying letter or statement on the inside front
cover of such report, an indication that Los Angeles
will, for a period of 60 days from the date of such
report, receive and consider comments and
suggestions on such report and the subject matters
thereof. Los Angeles shall summarize the comments of
the public and shall present the same annually to
representatives of the Participants.
29.3 The Participants will design, construct, operate and maintain the
Navajo Project in a manner consistent with the Participants'
objective of attaining the greatest feasible degree of
environmental
- 4 -
protection. In addition to fulfilling all obligations which have
been assumed under provisions relating to protection of the
environment which are contained in existing Project Agreements, the
Participants affirm their continuing obligation to comply fully with
applicable Federal, state and local laws, orders, regulations, rules
and standards relating to environmental protection. The Participants
shall to the extent practicable anticipate and make provision for
the future installation of any systems required to comply with
changes in said laws, orders, regulations, rules and standards.
29.4 The Participants shall install and diligently operate in the Navajo
Generating Station the most effective commercially proven air
quality control equipment for particulate control available at the
time of design of each unit of the Navajo Generating Station. Stack
design, the designs of other plant systems related to air quality
control, and plans for and design of systems for control and
disposal of waste materials and residue from burned fuel shall be
subject to such approval by the Secretary as required by Project
Agreements and to review and comment by the Secretary in all other
instances in advance of construction, installation, making a
- 5 -
Capital Improvement thereto or the retirement of Units of Property
thereof. The Secretary shall act or comment within 60 days after
submission of a plan or design. From time to time, at the call of
either the Secretary or the Coordinating Committee, but at least
every three (3) years beginning in 1980, representatives of the
Participants, and the designated representative of the Secretary,
shall meet to review technological advances in air quality control
equipment and such reports from Los Angeles set forth in Section
29.2 hereof, and all comments and suggestions thereof and, provided
the representatives of the Participants and the designated
representative of the Secretary agree, shall formulate a
recommendation to the Coordinating Committee as to the need for and
feasibility of Installing additional equipment or modifying existing
equipment to improve air quality control. In the event agreement
cannot be reached and a recommendation formulated by the designated
representatives of the Participants and the designated
representative of the Secretary, the failure to agree shall not be
subject to arbitration as provided in Section 19 of the co-Tenancy
Agreement.
29.4.1 In the operation of the Navajo Generating
- 6 -
Station, the Participants will make such tests and
measurements and keep such records as will enable them to
make reports to the Secretary relating to the operation and
efficiency of the air quality control equipment at such
intervals as may be mutually agreed upon, but not less than
once annually. The tests and measurements will be made in
conformance with the latest American Society of Mechanical
Engineers (ASME) test procedures for determining dust
concentration in a gas stream and in conformance with other
accepted procedures agreed upon by the Secretary and the
Participants.
29.4.2 The Participants during normal working hours will permit
representatives of the Secretary to have access to, and to
inspect and copy, all records relating to air quality and
will permit such representatives to inspect the air quality
control systems.
29.5 The Participants shall install and diligently operate as part of the
Navajo Generating Station such wastewater, waste material, sewage
control and disposal systems necessary to comply with and fulfill
the objectives and obligations set forth in
- 7 -
Section 29.3 hereof. Designs and plans for the water quality control
systems, systems for the disposal of wastewater, waste materials,
and sewage, and any other plant systems related to control of water
quality shall be subject to such approval by the Secretary as
required by the Project Agreements and to review and comment by the
Secretary in all other instances in advance of construction,
installation, making a Capital Improvement or the retirement of
Units of Property thereof. The Secretary shall act or comment within
60 days after submission of a plan or design.
29.5.1 The Participants during normal working hours will permit
representatives of the Secretary to have access to, and to
inspect and copy, all records relating to water quality
control and will permit such representatives to inspect the
water quality control systems.
29.6 The Participants shall take appropriate measures to harmonize the
Navajo Project with the environment. The Participants shall exercise
care to prevent any unnecessary destruction, scarring, or defacing
of the natural surroundings in the vicinity of the Navajo Project
work.
29.7 In any arbitration as to a dispute arising under the
- 8 -
provisions of this Section 29, the arbitrators shall consider the
cost effectiveness of the course of action under dispute; Federal,
state and local laws, orders, regulations, rules and standards; the
ability to obtain appropriations from Congress for such purposes;
and the ability of the Participants to obtain capital for such
purposes.
4. Except as provided herein, the Navajo Project Co-Tenancy Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement
No. 1 to the Navajo Project Co-Tenancy Agreement to be executed as
of the 18th day of October, 1976.
THE UNITED STATES OF AMERICA
By /s/ Manuel Lopez, Jr. Regional Director
------------------------------------------
Manuel Lopez. Jr. Regional Director
Lower Colorado Region, Bureau of Reclamation
for Secretary of the Interior
ARIZONA PUBLIC SERVICE COMPANY
ATTEST: By /s/ D.L. Broussard
/s/ Wm. T. Quinsllr ------------------------------------------
- -------------------------------- Vice President
WM. T. QUINSLLR, SECRETARY
NEVADA POWER COMPANY
ATTEST: By /s/ A. E. Pearson
/s/ Authorized Signatory ------------------------------------------
- -------------------------------- President
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
ATTEST AND COUNTERSIGN: By /s/ Authorized Signatory
/s/ Authorized Signatory ------------------------------------------
- -------------------------------- President
Secretary
-9-
[STAMP]
TUCSON GAS & ELECTRIC COMPANY
ATTEST: By /s/ Einar Creve
/s/ Authorized Signatory ------------------------------------------
- -------------------------------- EXECUTIVE VICE PRESIDENT
ASSISTANT SECRETARY
DEPARTMENT OF WATER AND POWER
OF THE CITY OF LOS ANGELES
[SEAL] by
BOARD OF WATER AND POWER COMMISSIONERS
OF THE CITY OF LOS ANGELES
BY: By /s/ Louis H. Winnand
/s/ Authorized Signatory ------------------------------------------
- -------------------------------- General Manager and Chief Engineer
and
By /s/ Mary J. Born
------------------------------------------
Secretary
-10-
[SEAL] [STAMP]
On this the 18th day of October, 1976, before me, the undersigned officer,
personally appeared Manuel Lopez, Jr., Regional Director, Lower Colorado Region,
Bureau of Reclamation, of the United States of America, known to me to be the
person described in the foregoing instrument, and acknowledged that he executed
the same in the capacity therein stated and for the purposes therein contained.
In witness whereof I hereunto set my hand and official seal.
State of Arizona ) /s/ Authorized Signatory
)ss ------------------------
County of Maricopa ) Notary Public
[STAMP]
On this the 19th day of July, 1976, before me, the undersigned officer,
personally appeared D. L. BROUSSARD, who acknowledged himself to be the Vice
President of ARIZONA PUBLIC SERVICE COMPANY, an Arizona corporation, and that
he, as such Vice President, being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
corporation by himself as Vice President.
In witness whereof I hereunto set my hand and official seal.
/s/ Authorized Signatory
------------------------------------------
Notary Public
My commission expires:
[SEAL]
My Commission Expires Jan. 22, 1979
State of California )
) ss
County of Los Angeles )
On this, the 5th day of February, 1976, before me, the undersigned
officer, personally appeared Louis H. Winnand and Mary J. Born, the General
Manager and Chief Engineer and Board Secretary, respectively, of the DEPARTMENT
OF WATER AND POWER OF THE CITY OF LOS ANGELES, a department organized and
existing under the Charter of the City of Los Angeles, a municipal corporation
of the State of California, known to me to be the persons described in the
foregoing instrument, and acknowledged that they executed the same in the
capacity therein stated and for the purposes therein contained.
In witness whereof I hereunto set my hand and official seal.
/S/ Authorized Signatory
------------------------------------------
Notary Public
My commission expires:
[STAMP]
May 27, 1977
State of Nevada )
) ss
County of Clark )
On this the 7th day of July, 1976, before me, the undersigned officer,
personally appeared A. E. Pearson, known to me to be the President of NEVADA
POWER COMPANY, a Nevada corporation, and that he, as such President, being
authorized so to do, executed the foregoing instrument for the purposes therein
contained,
by signing the name of the corporation by himself as President.
In witness whereof, I hereunto set my hand and official seal.
/s/ Jane Williams
------------------------------------------
Notary Public
My commission expires:
[STAMP]
July 7, 1979
State of Arizona )
) ss
County of Maricopa )
On this the 16th day of April, 1976, before me, the undersigned officer,
personally appeared ___________ and __________, the President and
Secretary, respectively, of SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND
POWER DISTRICT, an Arizona agricultural improvement district, known to me to be
the persons described in the foregoing instrument, and acknowledged that they
executed the same in the capacity therein stated and for the purposes therein
contained.
In witness whereof I hereunto set my hand and official seal.
/s/ Authorized Signatory
------------------------------------------
Notary Public
My commission expires:
MAY 3, 1979
State of Arizona )
) ss
County of Pima )
On this the 12th day of July, 1976, before me, the undersigned officer,
personally appeared EINAR CREVE, who acknowledged himself to be the EXECUTIVE
VICE PRESIDENT of TUCSON GAS & ELECTRIC COMPANY, an Arizona corporation, and
that he, as such EXECUTIVE VICE PRESIDENT, being authorized so to do, executed
the foregoing instrument for the purposes therein contained, by signing the name
of the corporation by himself as EXECUTIVE VICE PRESIDENT.
In witness whereof I hereunto set my hand and official seal.
/s/ Authorized Signatory
------------------------------------------
Notary Public
My commission expires:
My Commission Expires Sept. 1, 1976
RESOLUTION NO. 556
WHEREAS, Resolution No. 610 adopted by the Board ON March 9, 1972,
approved the transmittal of the following agreements to the City Council for
approval by ordinance, which approval was subsequently withheld by the Council:
Agreement Title DWP Number
- ------------------------------------------------------------------ ----------
Navajo Project Co-Tenancy Agreement 10498
Navajo Generating Station Construction Agreement 10499
Navajo Project Western Transmission System Construction Agreement 10500
Navajo Project Southern Transmission System Construction Agreement 10501
and WHEREAS, Resolution No. 978, adopted by this Board on May 31,
1973, transmitted the above-mentioned agreements to the City Council for
approval by ordinance, which approval was adopted, and subsequently disapproved
by Mayor Tom Bradley on July 26, 1973; and
WHEREAS, the agreements listed above involve: (1) a legal
instrument, previously executed by the other Navajo Participants, to be recorded
in the State of Arizona which sets forth the Department's ownership rights in
the Navajo Project consisting of the Navajo Generating Station, the Southern
Transmission System, and the Western Transmission System (No. 10498); (2)
technical and financial provisions, previously executed by the other Navajo
Participants, for the construction of the Navajo Generating Station (No. 10499);
(3) technical and financial documents, previously executed by the Navajo
Participants, for the construction of the Southern and Western Transmission
Systems (No. 10500 and No. 10501); and
WHEREAS, construction has been completed on Navajo Units 1 and 2,
and these units are in commercial operation and have been carrying system load
since February 1, 1974, and
December 2, 1974, respectively; and Navajo Unit 3 is scheduled to carry system
load in December, 1975 and to begin commercial operation by April, 1976; and
WHEREAS, construction has been completed on the Southern
Transmission System and it has been carrying Navajo power since February 1,
1974, and major construction has been completed on the Western Transmission
System and it has been carrying Navajo Power since October 27, 1974; and
WHEREAS, the following agreement supplements the environmental
protection section of the Navajo Project Co-Tenancy Agreement and requires: (1)
an annual environmental report, to be prepared by the Department, which will
include a review of advances in technology of equipment for the protection of
the environment and an analysis of the performance of the existing air quality
control equipment at the Navajo Generating Station; (2) such environmental
report to be made available to the public for their comments and suggestions;
and (3) the Navajo Participants to meet at least every three years to review
technological advances in air quality control equipment and the annual
environmental reports prepared by the Department including comments and
suggestions received from the interested public:
Agreement Title DWP Number
- ----------------------------------------------------------- ----------
Supplement No. 1 to the Navajo Project Co-Tenancy Agreement 10498S
WHEREAS, this Department requested that certain practices relating
to the use and occupancy of Navajo and Hopi Indian lands for mining be
incorporated as obligations in the coal contracts, relating to compensation for
displaced Navajo families, reclamation of leased premises, water monitoring
program, and the water supply to Navajo families; and
WHEREAS, the Navajo Participants and Peabody Coal Company have
agreed and incorporated such obligations in the Amended Navajo Coal Supply
Agreement to be presented to this Board;
NOW, THEREFORE, BE IT RESOLVED the above agreements, approved as to
form and legality by the City Attorney, and now on file with the Secretary of
this Board, be and the same are
-2-
hereby approved; and that this Board requests the City Council of The City of
Los Angeles, in accordance with Section 219.4 of the Charter of The City of Los
Angeles, to approve by ordinance the agreements hereinabove referred to and
identified, and to authorize this Board, in its discretion, to execute and enter
into said agreements, all of which relate to the Navajo Project, and following
such approval, the President or the Vice President or the General Manager and
Chief Engineer and the Secretary, Assistant Secretary or the Acting Secretary of
the Board be and they are hereby authorized and directed to execute said
agreements for and on behalf of this Department.
I HEREBY CERTIFY that the foregoing is a full, true and correct
copy of a resolution adopted by the Board of Water and Power Commissioners of
The City of Los Angeles at ITS meeting held [ILLEGIBLE]
/s/ Authorized Signatory
------------------------------------------
Secretary
-3-
ORDINANCE NO. 148,153
AN ORDINANCE APPROVING
AGREEMENTS RELATING TO THE
NAVAJO PROJECT AND [ILLEGIBLE].
CERTIFICATION
STATE OF CALIFORNIA
} ss.
COUNTY OF LOS ANGELES,
I, REX E. LAYTON, City Clerk of the City of Los Angeles and ex-officio
Clerk of the City Council of the City of Los Angeles, do hereby certify and
attest the foregoing to be a full, true and correct copy of the original
Ordinance No. 148,153
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
on file in my office, and that I have carefully compared the same with the
original.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the Seal of the City of Los
Angeles, this 22nd day of March, 1976.
/s/ Rex. E. Layton
-----------------------------
City Clerk of the City of Los Angeles
By /s/ Judy Pensland
-----------------------------
Deputy
Judy Pensland
Ordinance No. 118,153