Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Eklutna Purchase Agreement 1996
Eklutna Purchase Agreements | EKLUTNA PURCHASE AGREEMENT EKLUTNA PURCHASE AGREEMENTS c:\1-Patty\General\Forms\TabIndex |SryNnAMNahhWN=ieeNemo©CONTRACT INDEX Eklutna Purchase Agreement Power Sales Contract DE-SC85-95AP10042 MacKenzie-University Line 85-80AP10022.000 Interconnection and Wheeling Agreement 14-15-0001-15 Transmission Line Maintenance Contract DE-AC85-93AP10032 Remote Monitoring - Operation Contract DE-AC85-92AP10027 Agreement for Public Water Supply and Energy Generation froin Eklutna Lake,Alaska Agreement for the Eklutna Water Project Connectionto the Existing APA Tunnel 1996 Ekiutna Hydro- electric Project Transition Plan Closing Agreement EKLUTNA PROJECT CONTRACTS CUSTOMER CONTRACT NAME ANO NUMBER CATE OF TERMINATIONEXECNEXHIBIT.UTIO OATE en vo me Sa CEA,MEA,Eklutna Purchase Agreement * 8/2/89 8/2/91&ML&pP JOINTLY A_-Lands,Essements and Right-of Ways 8/2/89 B -Future Principal and Interest Payments 8/2/89 Amendment No.1 7/30/91 8/2/93 B -Future Principal and Interest Payments 7/30/91 Amendment No.2 6/14/93 3/23/95 8 -Future Princioal and Interst Payments._6/14/93 Power Sales Contract DE-SC85-95AP10042 12/29/94 12/31/14 General Power Contract Provisions 12/29/94 A -Coerating Agreement 12/29/94 B -Esitmate of Firm and Non-firm Energy Quantities end Computations 12/29/94ofAnnualEnergyandWheelingCharges C -Points of Doleivery 12/29/94 O -Schedule of Rates for Firm Energy,Non-firm Energy,end Wheeling 12/2994enna MacKenzie-University Line 85-80AP10022.000 05/80 38 Years A -Provisions Required byExecutive Order 05/80 B -Right of Way Map Owg No.108-706-1,Sh 1 of 3 08/80 108-706-2,Sh 2 of 3 108-706-3,Sh 3 of3Supplementto108-706-3 sheet titted Chugech Electric Association 230 kv Transmission Line Alterant Route °K" Interconnection and Wheeling Agreement 14-15-0001-15 osi74 35 Yoare MEA Transmission Line Maintenance Contract DE-AC85-93AP10032 TNM4 6730/99 | ML&P Remote Monitoring-Operation Contract O£F-AC85-9 2AP10027 08/92 09/01/97EL Agreement for Public water Supply and Energy Generation from Eklutna Lake,Alaska A -Proposed Amendment to 48 U.S.C.312 (Eklutne Power Project, Alaska) B -Explanation of Proposed Amendment to 48 U.S.C.312 (Ekiutna Power Project) C -Water Scheduling and compensation for reduced energy production at Eklutna Power Plant Until 2025 Supplemental Agreement No.1 09/30/93 Modification No.1 to Supplemental Agreement No.3 12/31/33 Supplemental Agreement No.2 Until 2025 Agreement for the Eklutna Water Project Connection to the Existing Alaska Power Administration Tunnei oALBHSEZ;,1989 Eklutna Purchase Agreement Chugach Electric Assocation,Inc. Matanuska Electric Association,Inc. Municipality of Anchoraged/b/a Municipal Light and Power Alaska Power Administration United States Department of Energy Or curn at Eklutna Purchase Agreement Table of Contents Page 1.Parties to the Agreement.....ccccccccccccccccccccccccecs 2.PUTPOSE.ces ccccccccrescccrecvecveseveveseccccssseccccce 3.DELANLtLons...cccececccevccccccvccvcesccccscecscsecsccsese 4.Assetsto be Sold or Transferred...ccccccscveccccvecece 5.Price and Payment TerMS.ccccccccscceccveceseeccesescccce 1 1 1 2 4 6.REsponsibilities....cccecececccccecccccccscecececcecsess 5 7.Operation and Maintenance Expenses,Revenues.....eccesee 6 8.NOMPower USArS...cccecccccceseseseccsscccssescesseseesee 6 9.Transition Plans and Activities....cccccccccccccscccccse 7 10.Interim ACtivitles.....cece cece cece ccc e cence ee ceesceeee,8 11.Post-sale Operations,Maintenance and Power Marketing Arrangements...cccccccrcccccccescevsee LL 12.Effective Date...ccccccccccccecceccccscccvccseseesesees12 13.Environmental Management.....ccccccccccccccsscccccccecvers 12 14.Terme ccccccccsccccccscceccccescescevecevesesesveseenseesels 15.Dispute Resolution....ccccccccccccccccccscsccvcsccsscsccee 13 16.NOtCice@.cc.cccccesccvsvcccccccceccecceccssesseceseesccsece L3 17.AmMENdMENt..wc ccccercccccccccvevssscevesesecvseesccsseveeseors LI 18.APPFOVALS..ccc csvcccccceccveessesnssseesessccseseseses L3 19.ASSignMENC...cc cccccrccccccccevccccesescssssesesssseeses Lh 20.FOrce MAjQure..cccccccvccccccccccccssccseesesscesscssccee Lh 21.Continuing Support and Assistance....-sesescecccseevceee 14 22.Relationship of Purchasers.....cccecceswecccccsccesseeee Ld 23.Agreement for Benefit of Parties Only....cceccececsecsee 18 24.Miscellaneous ProvisLONnS.cccccscsesvesesccevvecessccsceecee 15 ¢ . Table of Contents Appended Material: Exhibit A:Lands,Easements and Rights-of-Ways,Including MapMarkedExhibitA,Dated February 3,1989 Exhibit B:Future Principal &Interest Payments Projected Selling Price rh) August 2,1989 EXLUTNA PURCHASE AGREEMENT 1.PartiestotheAgreement. The parties to this Agreement are the Alaska PowerAdminist-ation (APAd),a unit of the United States Department of Energy,and the Municipality of Anchorage d/b/a Municipal LightandPower(ML&P),the Chugach Electric Association,Inc.(Chugach)and Matanuska Electric Association,Inc.(MEA) (Purchasers). 2.Purpose. This Agreement sets out arrangements,terms and conditions for sale of the Eklutna Hydroelectric Project (Eklutna)to Purchasers,such arrangements,terms and conditions to be implemented if the United States Congress authorizes such sale. 3.Definitions.As used in this Agreement: "ADNR"means the Alaska Department of Natural Resources.; . "ANCSA"means the Alaska Native Claims Settlement Act (PL-92-203). "APAG"means the Alaska Power Administration,a unit of the United States Department of Energy (including any successor entity). "Chugach"means the Chugach Electric Association,Inc. *"BIM"means the United States Bureau of Land Managenent. "Eklutna"means the Exklutna Hydroelectric Project authorized,constructed and operated pursuant to the Eklutna Project Act of July 31,1950 (64 Stat.382,as amended),including any and all property and facilities acquired or used in connection with Exklutna.7 "MEA"means the Matanuska Electric Association,Inc. "ML&EP"means the Municipality of Anchorage,d\b\a Municipal Light and Power. "Purchasers"means ML&P,Chugach,and MEA. Exlutna Purchase Agreement August 2,1989 Page 2 "Actions"means actions,inaction,and omissions. "Transaction Date"means the date on which ownership of Eklutna is to be transferred to the Purchasers as seat forth in Sections 4 and 9. 4.Assets to be Sold and Transferred. a.The Exklutna assets to be sold and transferred consist of the power production,transmission,associated real property andallotherfacilitiesandassetsprovidedorotherwiseacquiredforEklutnaundertheEklutnaProjectActofJuly31,1950 (64Stat.382,as amended)including but not limited to: (1)Eklutna Dam;power intake structure;power tunnelandpenstock;the Eklutna powerplant containing two completeturbine-generator sets with ratings of 15,000 kilowatts,each;auxiliary electrical and mechanical systems;atailraceandtailraceembankment;switchyard,transformers, 115 kilovolt:transmission lines connecting the powerplant with Palmer and Anchorage;Anchorage,Palmer and Reed Substations;access roads;maintenance facilities and vehicles;supervisory control and communications systens;various buildings including office,warehouse,and garage; personal property,including spare parts and equipment;andanyimprovements,replacements and renewals of such major -items; (2)Title in acquired land at Palmer Substation,andeasementsorrights-of-way for Eklutna facilities onprivatelyownedlandasdescribedinExhibitA;and feetitletolandsatAnchorageSubstationiftheDepartmentof Interior determines that the lands are available under law for conveyance to the Purchasers; (3)Granted rights-of-way for existing EklutnafacilitieslocatedonBLMmanagedlandsandmilitarylands as described in Exhibit A; (4)°Studies,records,drawings,operating data,technical information;water rights including the reservoir rights;licenses and any other permits;accurate locationmapsofEklutnafacilitiestiedtopubliclandsurveys;acceptable land descriptions of the areas of the easements,permits and licenses showing the location of the Eklutnafacilitieswithinthedescribedareas;other tangible rightsasrequiredforoperationsandmaintenanceofEklutnafacilities;and warranties or other intangible rights associated with the assets to be transferred and sold. Exlutna Purchase Agreement August 2,1989 Page 3 b.Granted rights-of-way for existing Eklutna facilities located on BLM managed lands including lands selected by theStateofAlaskaandmilitarylandsshall: (1)Be sufficient for operation,maintenance,repairs, renewals and replacements of Exklutna facilities located on such lands,including provisions for access. (2)Be issued consistent with existing Federal statutes,at no cost to the Purchasers,and remain effective for a period equal to the life of Eklutna as extended by anyimprovements,repairs,renewals or replacements;providedfurtherthatifEklutnaisfurthersoldortransferredto private ownership,BLM may assess such reasonable andcustomaryfeesforcontinueduseoftherights-of-way on.BLM managed lands and military lands as consistent with law or regulation. c.The life of Exlutna shall continue as long as Eklutna is capable of generating and transmitting electricity.TemporaryinterruptionsinserviceorgenerationofpowershallnotconstituteaterminationofthelifeofEklutna.Disuse of one portion of the project system shall not cause the life to Eklutnaasawholetoterminate. ad.APAd shall provide satisfactory assurance that ANCSA 17(b)easement rights crossing native lands are sufficient forcontinuedoperation,maintenance,repair and replacement of Eklutna facilities by the Purchasers. e.The above description of assets is intended to be general and not precise or all inclusive.As part of thetransitionactivities,the parties will jointly prepare aparticularizedlisting'of the assets to be sold and transferred. f.APAd intends that the sale and transfer of Eklutna to the Purchasers not result in additional costs to the Purchasers for licenses,permits or other rights for Eklutna,which costswouldnothavebeenincurredundercontinuedFederalownershipof Exlutna.. g.Nothing in this Agreement shall prevent Purchasers from seexing substantial change in Exlutna.Purchasers shall beresponsibleforanyappropriateapprovalsbyaffectedgovernmentandnon-governmental entities required for such substantial change. h.On the Transaction Date,the APAd shall convey or cause to be conveyed title to all Exklutna assets to the Purchasers by bill of sale or other instrument of conveyance,provided that Purchasers pay or make arrangement for payment under Section 5 of Exlutna Purchasa Agreement August 2,1989 Page 4 this Agreement,and provided further that for any assets not avallable for transfer at the Transaction Date,APAd shall provide: (1)Mutually satisfactory assurance that such remaining assets will be transferred to the Purchaserssubsequentlyandinatimelyfashion,and (2)Clear authority to the Purchasers for thebeneficialuse,enjoyment and occupancy of such remainingassetspendingtheirconveyancetothePurchasers. (3)If APAd fails to perform any of the requirements stated in paragraphs 4(h),4(h)(1)or 4(h)(2)above,thepartiesagreetodiscussappropriateremedies.The partiesmayagreetomediation,arbitration or other means toresolveissuespresentedbyafailureofAPAdtoperforn such requirements.Purchasers shall also have an absoluterighttoterminatetheAgreementintheeventAPAdfailsto perform such requirements. i.If after the Transaction Date some event occurs which prevents APAd from transferring title and beneficial use,enjoyment and occupancy of Eklutna to the Purchasers,the partiesagreetodiscussandimplementappropriateremediesincludingresolutionthroughnegotiation,arbitration or litigation,as appropriate. 5.Price andPaymentTerms. a.If the Transaction Date is October 1,1989,the selling price shall be $10,435,000. If the Transaction Date is October 1,1990,the selling price shall be $9,580,000. If the Transaction Date is October 1,1991,the selling price shall be $8,631,000. If the Transaction Date is other than one of the three above dates,the selling price will be calculated by APAd as thediscountedpresentvalueasoftheTransactionDateofall remaining principal and interest payments after the TransactionDateaccordingtothepaymentscheduleshownonExhibitBofthisagreementplus$1,000,000 ($1 million).Exhibit B payments forthefirstyearwillbeproratedtoreflecttheportionoftheyearremainingaftertheTransactionDate.Subsequent Exhibit Bpaymentswillbeassumedatmid-year (April). Eklutna Purchase Agreement August 2,1989 Page 5 The price determination is to be included in thetransitionplanrequiredunderSection9below. b.The Purchasers shall pay the full selling price to the United States Treasury within five years after the TransactionDate.Any portion of the selling price paid after theTransactionDatewillcarryinterestchargespayabletothe United States Treasury as discussed below.If the full price ispaidbytheTransactionDate,there will be no interest charges. The purpose for allowing up to five years for thepaymentsistoprovidesomeflexibilitytothePurchasersinarrangingforpaymentandstartupcostssoastominimizeadverseimpactsonPurchasers'ratepayers.The purpose of theinterestchargesistoassurethattheUnitedStatesTreasuryreceivesthefullvalueofthesellingprice.The Purchasers shall not seek Federal financing for the purchase. _@.The discount rate to be used for determination of thesellingpriceshallbeninepercent(9%). The interest rate to be charged for payments after the Transaction Date shall be nine percent (9%). The sales price described above is full considerationforallEklutnaassetsdescribedinSection4(Assets to be Sold and Transferred). a.APAd shall not change its rate criteria for the purpose of accelerating principal payments before the Transaction Date.The Purchasers shall not delay their take of allocated power forthepurposeofshiftingrevenuesbeyondtheTransactionDate. 6.Responsibilities. a.As of the Transaction Date,the Purchasers shall assumeallownership.responsibilities for Eklutna and ownershipresponsibilitiesofAPAdanditssuccessorsforEklutnashallcease,exceptas follows: (1)APAd shall be solely responsible for all costs tocloseoutAPAdresponsibilitiesincludingbutnotlimitedtoFederalemployeeentitlementsandbenefitsforAPAd employees. (2)The parties recognize that there may be unfinishedworkasoftheTransactionDatewhichistheresponsibilityofAPAdtocomplete.Such unfinished work could includeincompletetransferofsomeassetstobecompletedbyAPAdunderSections4and10orspecificAPAdresponsibilities Exlutna Purchase Agreement August 2,1989 Page 6 arising out of the joint determination of maintenance activities to be completed by APAd under Sections 9 and 10. APAd shall be solely responsible for such unfinished work. (3)APA shall be solely responsible for any claims orotherlegalproceedingsarisingfromactionsorallegedactionsbyAPAdwhileAPAdmanagedoroperatedEklutnaorfromactionsorallegedactionsbyAPAdincarryingoutremainingAPAdresponsibilitiesunderthisagreementafter the Transaction Date." Operation and maintenance expenses up to theTransactionDate,including all obligations incurred by APAdwhichrequirepaymentsaftertheTransactionDateshallbetheresponsibilityofAPAd.Subsequent operation and maintenanceexpensesshallbetheresponsibilityofthePurchasers.APAdfundbalancesfromCongressionalappropriationsasofthe Transaction Date shall remain with APAd. All revenues for power sold up to the Transaction Date will be returned to the United States Treasury.The Purchasers shall be.responsible for sales of power after the TransactionDate,including the collection and disposition of revenues therefron. 8.Non-Power Users. a.The parties do not intend to adversely affect non-powerusers'rights as a result of transfer of ownership and control of Eklutna from the Federal government to the Purchasers. As of the Transaction Date,the Purchasers shall assume all APAd responsibilities and benefits with respect to thefollowingagreements,including amendments and supplementalagreementsmadeorenteredintopriortotheTransactionDate,provided that after the effective date of this Agreement,APAdshallconsultwiththePurchaserspriortomakingadditional amendments and supplemental agreements: (1)The agreement dated February 17,1984,betweenAPAdandtheMunicipalityofAnchorageconcerningthe Exlutna Water Project;as amended by Supplemental Agreement No.1 dated August 24,1988; (2)The agreement dated November 1,1982,between APAdandCookInletAquacultureAssociationconcerningthe Eklutna hatchery. Eklutna Purchase Agreement August 2,1989 Page 7 b.The Purchasers shall consult with BLM and ADNR to ensure effective and proper management of lands required for Eklutna. c.Except to the extent Purchasers determine publicrecreationalusesshallbelimitedbysafetyandoperationalrequirements,the Purchasers will continue to make Eklutna landsandwateravailabletothepublicforrecreationuses. 9.TransitionPlansandActivities. a.Within six months after tha Congressional authorization is obtained,the Purchasers and APAd shall adopt specific transition plans setting forth the arrangements and a timetableforcompletingthesaleandtransfer.The parties intend thatthetransitionplansshallfosteranefficient,orderly andexpeditioustransferofEklutnaanditsoperationtothePurchasers,minimize transition costs and minimize adverse impacts on employees.The transition plans and activities shallbedevelopedjointlybythePurchasersandAPAdand,among other items,shall include:© (1)The selection of a "Transaction Date"on which ownership of Eklutna would transfer to the Purchasers; (2)A schedule for payments to the United States Treasury including provisions for reasonable grace periods; (3)Arrangements and timetable for the transfer ofoperations,maintenance,power marketing and administration of Eklutna; (4)A definition of activities and schedules forcompletingthesaleandtheassignmentofresponsibilities for such activities; (5)A continuation of the consultations and access torecordsanddata,and arrangements and timetable for transfer of data and other records to the Purchasers; (6)Provisions for environmental,engineering andsafetyinspectionsbythePurchasersandAPAdandajointdeterminationby'the Purchasers)and APAd of specificmaintenanceactivities,including procurement,to be completed by the APAd; (7)If necessary,provisions for completing any assettransferactionsthatmaynotbecompletedasofthe Transaction Date;; (8)A particularized listing of all the Eklutna assetstobesoldandtransferred,including photocopies of all Exlutna Purchase Agreement August 2,1989 Page 8 rights-of-way obtained from BLM,accurate location maps oftheEklutnafacilitiestiedtopubliclandsurveys,and suitable legal descriptions of all real property interest. The parties to this Agreement recognize that the lands work will not be completed before the date of the transitionplans. (9)<A description of the condition of title to the Eklutna assets as of the date of the transition plans,identifying with particularity third party interests andrightsandothermattersaffectingtitlethatmaymateriallyimpairtheabilityofthePurchaserstohavethefull beneficial use,enjoyment,occupancy and operation of the Exlutna assets,and a description of APAd's intended course of action prior to the Transaction Date to remove,resolve or limit such matters. (10)Transition staffing plans as necessary to assurecontinuityofoperationsandminimizingadverseimpactson APAd employees.In this regard,the parties agree that for two years after the Transaction Date APAd Eklutna personnelhavefirstcallonpost-transfer Eklutna jobs for which theyarequalifiedsubjecttothelaboragreementsofPurchasers.The staffing plans shall also consider transferring portionsoralloftheoperationsandmaintenancefunctionstothe Purchasers in advance of the Transaction Date,if that course of action is found to be feasible and helpful in minimizing adverse impacts to employees.In a manner consistent with their personnel policies and staffingrequirements,the Purchasers will assist in locatingsuitableemploymentopportunitiesfordisplacedAPAd employees for a period of two years after the Transaction Date;and (11)Other matters as may be considered necessary by the parties. 10.Interim Activities. The parties to this Agreement recognize that,inadditiontothetransitionplansandactivitiesdescribedabove, a number of actions need to be taken by the parties and other entities.The asset transfer and sale involves several entities including the Federal,State and local governments and two AlaskaNativecorporations.The parties intend to maintain fullcoordinationwitheachoftheseentitiesandensurethat legislation authorizing the sale and transfer.providesappropriateauthoritytoimplementthesaleandtransfer.Thepartiesshalltakeallactionsnecessarytocompletethesaleandtransferincluding,but not limited to,the following listed actions: Eklutna Purchase Agreement August 2,1989 Page 9 a.APAd shall prepare Congressional legislation needed to implement this Agreement.The legislation,among other items,shall include provisions to accomplish the following: (1)Authorize in accordance with this Agreement the sale and transfer of Exlutna to.the Purchasers. (2)Direct and authorize other Federal agencies, including the United States Department of the Interior,toassistandcooperateinsaleimplementationincludingtransferofEklutnaassetsundertheirjurisdiction. (3)Authorize and direct the Secretary of Interior toissuerights-of-way to Alaska Power Administration forsubsequentassignmenttoPurchasersatnocosttoremaineffectiveforaperiodequaltothelifeofExlutnaas extended by improvements,repairs,renewals or replacements,sufficient for operation,maintenance,repair andreplacementofEklutnafacilitieslocatedonlandsmanaged by the BLM including land selected by the State of Alaska,'and military lands,including access;provided that ifEklutnaisfurthersoldortransferredtoprivateownership, the BLM may assess such reasonable and customary fees for continued use of the rights-of-way on BLM managed lands and military lands as consistent with current law or regulation;provided further that at no additional cost fee title tolandsatAnchorageSubstationshallbetransferredtoPurchasersiftheDepartmentofInteriordeterminesthatthe lands are available under law for conveyance to the Purchasers. (4)Authorize the State of Alaska (State)to select and direct the Secretary of Interior to convey to the StatecertainEklutnalandsidentifiedinExhibitA,including the lake bed of Eklutna Lake if not navigable under the submerged Lands Act and approximately 853 acres of improvedlandshousingthepowerhouse,intake structure,dam facilities,and a portion of the power tunnel under the provision of Section 6 of the Alaska Statehood Act of July7,1958,Public Law 85-508,and the North Anchorage Land Agreement of January 31,1983,such conveyances to besubjecttotherights-of-way being provided to Purchasers under Section 10(a)(3)above. (5)Exempt Exklutna and the Purchasers,including butnotlimitedtosubsequentfacilitiesmodifications,from jurisdiction of the Federal Energy Regulatory Commission under the Federal Power Act (16 U.S.C.791),unless such modifications impact Federal lands other than those presently used for Exklutna. Eklutna Purchase Agreement August 2,1989 Page 10 (6)Authorize expenditure of such sums as are necessary to prepare Eklutna assets for sale andconveyance,such preparations to provide sufficienttitletoensurethebeneficialuse,enjoyment and occupancy to the Purchasers of the assets to be sold. b.APAd shall,ir addition to the responsibilities set forth in Section 4: (1)Prepare all Exklutna assets including but notlimitedtothoseassetsdescribedinSection4(Assats to be Sold and Transferred)for conveyance to the Purchasers including all actions necessary to establish sufficienttitletoensurethebeneficialuse,enjoyment and occupancy to the Purchasers of such assets. (2)Apply for and obtain BLM rights-of-way necessaryforoperation,maintenance,repair and replacement ofEklutnafacilitieslocatedonFederallands,managed by the BIM,such rights-of-way to be subsequently transferred to the Purchasers. (3)Provide'satisfactory assurance that the PurchasershavesufficientANCSA17(b)easement rights for continued operation,maintenance,repair and replacement of Eklutna facilities. (4)Continue to maintain Eklutna in accordance withprudentutilitypractices,and Federal,and utility industry standards. (5)Appoint one person and an alternate to representAPAdforallactivitiesrequiredofAPAdaftertheexecutionofthisAgreementandpriortotheTransactionDate. (6)Manage and operate Exklutna in accordance withprudentutilitypractices,and Federal and utility industrystandardsinsuchamannerastonotdiminishthecapabilityofEklutnatoproduceenergyandpowerathistoriclevels. ec.Purchasers shall: (1)Establish organizational,functional and staffingarrangementsforoperations,maintenance and administrationofExklutnatobeineffectonorbeforetheTransactionDate including the following: (A)Purchasers agree with each other and the APAdthateachPurchasershallappointonepersonandan Exlutna Purchase Agreement August 2,1989 Page 11 alternate to represent that Purchaser for all activitiesrequiredofPurchasersaftertheexecutionofthisAgreement and prior to the Transaction Date. (B)By the Transaction Date,Purchasers'shall agree in writing to have an effective organization which shall be responsible for ts sale of power,operation and maintenance of Eklutna and,if necessary,Purchasers shall execute power sales agreements to purchase power from Eklutna. (C)Purchasers shall provide in theirorganizationalagreementsthatifoneormoreofthePurchasersareunableorunwillingtopurchaseitsshareof Exlutna,then the other Purchasers may purchase that share. (2)Arrange for the payment of the amounts set out in Section 5 (Price and Payment Terms)to be paid to the United States Treasury.a da.The Purchasers and APAd shall conduct engineering,environmental and.ssafety inspections at Eklutna and jointlydeterminealistofitemsormatterstheyconsidernecessaryto be changed or modified prior to transfer.APAd shall make suchchangesandmodificationspriortotheTransactionDate,or provide appropriate assurances that those changes ormodificationsshallbemade.The Purchasers and APAd shall also consensually and jointly determine the acceptability of Eklutna for transfer to the Purchasers.Failure to reach agreement on the joint determination of either the list of necessary changesormodificationsortheacceptabilityofEklutnafortransfer shall constitute grounds for termination of the Agreement. e.This Agreement may be terminated by Purchasers if,priortotheTransactionDate,the value of Eklutna or its capability to produce energy and power has been diminished by any causeaftertheexecutionofthisAgreement.Any notice of termination shall be provided to APAd in writing. f.The parties agree that the above-listed action insubsections(a)through (dad)are crucial to the sale and transferofEklutna.The Purchasers may elect to terminate this AgreementiftheauthorizinglegislationdoesnotcontainsubstantiallythesameprovisionssetforthinSection10(a)or if APAd fails tocompleteitsobligationsunderSections10(b)and 10(d).APAdmayelecttoterminatethisAgreementifthePurchasersfailtocompletetheirobligationsunderSections10(c)and 10(d). 11.Post-sale Operations,Maintenance and Power MarketingArrangements. Exlutna Purchase Agreement August 2,1989 Page 12 The Purchasers shall establish appropriate organizational,staffing and administrative arrangements forExlutnaonorbeforetheTransactionDate. To assist in implementation of these post-salearrangements,APAd shall make available for inspection and use by the Purchasers all Eklutna records and data and shall consult with the Purchasers on operation.procedures,replacement schedules,staffing plans and training on a continuing basisstartingontheeffectivedateofthisAgreement. These provisions are intended to ensure that thePurchasershavefullopportunitytobecomefullyfamiliarwithEklutnaandtohelpidentifyfurtherspecificactionsthatshallfacilitatethetransferofoperationofEklutnatothe Purchasers. 12.Effective Date. This Agreement shall become effective as of thecalendardateonwhichallpartieshaveexecutedthisAgreement. 13.Environmental Management. The parties intend that the transfer of ownership beaccomplishedinamannerthatassurescontinuedcompliancewithenvironmentalandpublicsafetystandardsandlawsincludingappropriatedamsafetymeasures.The parties note that,underapplicableDepartmentofEnergyinstructions,APAd is required toprepareamanagementplanforEklutnacoveringenvironmentaland safety requirements. APAd shall develop and implement such management plan prior to the date on which the transaction plans are adopted andinfullconsultationwiththePurchasers.Failure by the Purchasers to agree to such a plan shall be grounds forterminationofthisAgreementbythePurchasers.. The.Purchasers agree to continue the implementation ofsuchmanagementplanaftertheTransactionDate,including periodic updates of the plan as needed. 14.Tern. This Agreement shall remain in effect for such time asisnecessarytocompletethesaleofEklutnatothePurchasersandpaymentsforsuchsaletotheUnitedStatesTreasury,provided that this Agreement shall terminate two years after theeffectivedateifauthorizationbyCongressionallegislationhas not been obtained within those two years,and provided further Exlutna Purchase Agreement August 2,1989 Page 13 that this Agreement shall terminate two years after the date oftheCongressionalauthorizationiftransferofEklutnatothePurchasershasnotoccurredbythattime.The above termination dates may be extended by mutual agreement of the parties. The above termination provisions are intended to.provide ample time to obtain Congressional av*thorization andcompletethetransaction.However,it is the intent of thepartiestoobtainsuchauthorizationasquicklyaspossibleandcompletethesaleasquicklythereafterasisreasonably practicable. This Agreement shall be terminated if,at any time prior to the Transaction Date,the Purchasers determine they arenotabletomeetthepaymenttermsandsonotifyAPAdinwriting. 15.Dispute Resolution. The parties shall attempt to settle any claim orcontroversyarisingoutofthisAgreementingoodfaith.Thepartiesmayagreetosubmitanyclaimorcontroversytoamutually-acceptable mediator,the cost of which shall be borne equally by APAd and Purchasers.The use of such a procedureshallnotbeconstruedtoaffectadverselytherightsofeitherpartyunderthedoctrinesoflaches,waiver or estoppel.Nothinginthissectionshallpreventanypartyfromresortingtojudicialprocedures.Any judicial action shall be filed in the Federal court at Anchorage,Alaska., 16.Notice. All notices under this Agreement shall be in writing directed to the Purchasers through the General Managers of the Purchasers,and to the APAd through the Administrator of the APAd or its successor. 17.Amendment. Thig Agreement may be modified only by mutual agreement in writing between the Purchasers and APAd.Any suchmodificationsmustbeconsistentwithapplicableStateand Federal law. 18.Approvals. Any final sale and transfer of Eklutna shall becomeeffectiveonlyontheobtainingofallrequiredregulatoryandadministrativeapprovalsoronreceivingsatisfactoryassurancethatsuchapprovalsareforthcoming. Exlutna Purchase Agreement August 2,1989 Page 14 19.Assignment. This Agreement shall inure to the benefit of,and be binding upon the respective successors and assigns of the parties to this Agreement,provided however,that neither this Agreement nor any interest therein shall be transferred or assigned by anypartytoanyotherparty,except to the United States or anagencythercof,without the written consent of the others whosewrittenconsentshallnotbeunreasonablywithheld. However,any assignment by Purchasers must be made to a successor in interest to the Purchasers and such assignment shall provide that the power from Exlutna be used for the benefit ofcustomersintheserviceareaofthePurchasers.Any of the Purchasers may assign its interest to the Alaska ElectricGeneration&Transmission Cooperative,Inc.(AEG&T)subject to any existing agreements,including amendments,between Chugach, AEG&T and MEA. 20.Force Majeure. Failure by either APAd or the Purchasers to perform any of the requirements of this Agreement brought about by causesbeyondtheircontrolandwithoutfaultornegligenceofthepartiesshallconstituteanexcusabledelay.In any instancewhereexcusabledelayoccurs,the time for completing the workshallbeextendedbynegotiationoftheparties. 21.ContinuingSupportandAssistance. The parties agree to support and assist each other inthemutuallysatisfactoryresolutionofanyunforeseenproblemsassociatedwiththetransfer.APAd and the Purchasers recognize that new issues involving the transfer process may arise prior to and after transfer,or that issues considered resolved may need further clarification,implementation or other resolution.APAd and the Purchasers agree that open lines of communication are desirable after the date of this Agreement and after transfer to facilitate the transfer process.To that end,APAd and thePurchaserseachagreetoexercisetheirgoodfaitheffortsinimplementingthetermsofthisAgreementexpeditiously.APAdfurtheragreestouseitsbesteffortstomakeavailableanappropriateFederalentitytoimplementthissectionintheeventthatAPAdasanidentifiableFederalentityceasestoexist. 22.RelationshipofPurchasers. The covenants,obligations and liabilities of the Purchasers are intended to be several and not joint orcollective,and nothing contained herein shall be construed to Exlutna Purchase Agreement August 2,1989 Page 15 create an association,joint venture,trust or partnership,or toimposeatrustorpartnershipcovenant,obligation or liabilityonorwithregardtoanyofthePurchasers.Each Purchaser shall be individually responsible for its own covenants,obligationsandliabilitiesasprovidedinthisAgreement.No Purchasershall,by virtue of this Agreement,be under the control of,orbedeemedtocontrol,the other Purchaser.No Purchaser shall be the agent of,or have a right or power to bind,the otherPurchaserswithoutitsexpresswrittenconsent,except as may beexpresslyprovidedinthisAgreement,or as may be otherwiseprovidedbyexistinglaw.The provisions of this Section may bemodifiedbythefinalapprovedagreementsprovidedforunder Section 10(c)(1). 23.Agreement for Benefit of Parties Only. As provided in Section 8,above,the parties intend to protect fully the rights of non-power users of Eklutna land andwater.The parties do not intend by this Agreement to createrightsin,or to grant remedies to,any third party as abeneficiaryofthisAgreement,or as a beneficiary of any duty,covenant,obligation or undertaking established by,or performed pursuant to,this Agreement. 24.Miscellaneous Provisions. a.The parties agree,upon request of the other parties,to make,execute and deliver any and all documents')reasonably required to implement this Agreement. b.Captions and headings appearing in this Agreement are included to facilitate reference to the Agreement,and they are not to be read as a part of this Agreement,nor shall they have bearing on its interpretation. c.This Agreement may be executed simultaneously in two ormorecounterparts,each of which shall be deemed to be anoriginal,but all of which together shall constitute one and the same instrument. IN WITNESS WHEREFORE,the parties have caused this Agreement to be executed the day and year written hereafter. Exlutna Purchase Agreement August 2, Page 16 DATED this 2nd day of August,1989. CHUGACH ELECTRIC ASSOCIATION,INC. by:se TAI. Lace Walls President MATANUSKA ELECTRIC ASSOCIATION,INC. by:t obert L.Husted President MUNICIPALITY OF ANCHORAGE D/B/A MUNICIPAL LIGHT AND POWER de LeTomFink Mayor ALASKA POWER ADMINISTRATION a Lhd OreRobertJ.Cross Administrator Exlutna Purchase Agreement August 2,1989 Exhibit A Page 1 of 2 Lands,Easements and Rights-of-Way Exhibit A consists of this narrative (pages 1 and 2 of 2)and the map prepared by BLM,signed and dated February 3,1989. This exhibit describes and displays present land status for the Eklutna Hydroelectric Project and describes in general terms theconveyancesoflandandlandrightscontemplatedinthepurchase agreement. 1.BLM -managed lands and military lands used for EklutnaProjectforwhichBLMistoprovideAPAdrights-of-waysufficientforoperation,maintenance,repair and replacement of Exlutna facilities,such rights-of-way to be assigned by APAd to the Purchasers. Legend Symbols and Description. Withdrawals.Refers to approximately 863 acres of public lands withdrawn for Eklutna at the "Intake Area,""Power Tunnel,""Exklutna Powerplant"and "Anchorage Substation."The total acreage is comprised of the following land: a.Approximately 320 acres withdrawn for the"Power Tunnel"under Public Land Order 1231 dated September 28,1955. b.Approximately 230 acres utilized for the"Intake Area"and approximately 60 acres for a portion of "Eklutna Powerplant"as described by ANCSA 3(e)determination AA-51183 dated July 30,1986. c.Approximately 243 acres utilized for "EklutnaPowerplant"as described by ANCSA 3(e) determination AA-42534 dated September 1, 1982. da.Approximately 10 acres withdrawn for"Anchorage Substation"under Secretarial Order dated April 4,.1952. State Land-R/W.Refers to rights-of-way acrossState-selected lands covering the transmission line east of "Eklutna Powerplant"to the Knik River. Military Land-R/W.Refers to rights-of-way acrossmilitarylandsusedforEklutnatransmission lines.VAWA Eklutna Purchase Agreement August 2,1989 Exhibit A Page 2 of 2 Acquired-3(e).Refers to approximately 2.5 acres of acquired land used for "Reed Substation"as described by ANCSA 3(e)determination AA-45155 dated July 30,1985. ANCSA 17(b)Easements. Map symbol:Native Land -17(b)Easements. Refers to rights-of-way that are reserved for portions ofthe115kVtransmissionline,access roads and other Eklutna facilities located on Native corporation lands,and exist as easement reservations in the ANCSA conveyances to the Native corporations pursuant to Section 17(b)of ANCSA.These easements will not be altered by the sale of Eklutna and the Purchasers may use these easements for their intended purposes. APAd Acquired Land and Easements. Refers to land and easements acquired by the Bureau of Reclamation (predecessor of APAd)during construction ofEklutnaandnowcontrolledbyAPAd.APAd will assign the land and easements to the Purchasers. Legend Symbols and Description: /\Acquired.Refers to approximately 0.8 acres oflandownedbyAPAdatPalmerSubstation. -Acquired-Easements.Refers to approximately 33 °,easements across private lands acquired by the *.Bureau of Reclamation (predecessor of .APAd)and .now held by APAd. Other Easements on Private Land. Map (Symbol):Note:Other Easements on Private Lands To Be Acquired -See Exhibit A Narrative Refers to approximately two hundred and fifty (250)parcelsofprivatelandlocatedalongthe115kVtransmissionline,many of which require title curative action for purposes ofperfectingassignableeasementrightsorrights-of-way forthePurchasers.APAd shall be responsible for acquiringassignableeasementrightsorrights-of-way across theselands,for subsequent assignment to Purchasers. Reservoir. Eklutna Lake as designated on the map is the reservoir described in the body of the Agreement. Exhibit B Exlutna Purchase Agreement Future Principal and Interest Payments. (FY 1987 Power Repayment Study Data) FISCAL YEAR 1989°1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 '02 02 02 .02 TOTAL '89 TOTAL '90 TOTAL '91 TOTAL '92 Transaction Date Oct.1,1989 . (start of FY 1990) Oct.1,1990 (start of FY 1991) Oct.1,1991 (start of FY 1992) PRINCIPAL 693 1,316 1,383. 0 629 1,476 e) 1,318 1,548 1,586 1,624 ;0 1,472 952 $13,997 $13,304 $11,988 $10,605 Units:$1000's .INTEREST 346 316 283 265 258 231 213 196 160 121 81 61 43 12 $2,586 $2,240 $1,924 $1,641 $16,583 $15,544 $13,912 $12,246 Projected Selling Price Units:$1000's Present Value of a/ Remaining Payments $9,435 $8,580 $7,631 Selling Price $10,435 $9,580 $8,631 1/Discount Rate of 9.0%;payments assumed at mid year. Eklutna Purchase Agreement April 21,1995 Amendment No.3 1.Purpose. This Amendment No.3 extends the term of the August 2,1989,Eklutna Purchase Agreement ("Agreement"),and states the selling price if the Transaction Date is October 1,1995,October 1,1996,or October 1,1997. 2.Amendment to Section 5.Price and Payment Terms. Section 5 (a)of the Agreement is amended to read as follows: "a.If the Transaction Date is October 1,1995,the selling price shall be $8,1 17,000. If the Transaction Date is October 1,1996,the selling price shall be $7,178,000. If the Transaction Date is October 1,1997,the selling price shall be $5,953,000. lf the Transaction Date is other than one of the three above dates,the selling price will be calculated by APAd as the discounted present value as of the Transaction Date of all remaining principal and interest payments after the Transaction Date according to the payment schedule shown on Exhibit B of this agreement plus $1,000,000 ($1 million).Exhibit B payments for the first year will be prorated to refiect the portion of the year remaining after the Transaction Date.Subsequent Exhibit B payments will be assumed at mid-year (April). The price determination is to be included in the transition plan required under Section 9 below.” 3.New Exhibit B. A new Exhibit B dated February 23,1995,reflecting the above amendment to Section 5,Price and Payment Terms,is incorporated in the Agreement in place of the Amendment No.1 Exhibit B. 4.Extended Terms. The first paragraph of Section 14 of the Agreement is amended to read as follows: Eklutna Purchase Agreement April 21,1995 Amendment No.3 Page 2 "This Agreement shall remain in effect for such time as is necessary to complete the sale of Eklutna to the Purchasers and payments for such sale to the United States Treasury,provided that this Agreement shail terminate eight years after the effective date if authorization by Congressional legislation has not been obtained within those eight years,and provided further that this Agreement shall terminate two years after the date of the CongressionalauthorizationiftransferofEklutnatothePurchasershasnotoccurredbythat time.The above termination dates may be extended by mutual agreement of the parties." 5.Effective Date. This Amendment No.3 to the Agreement shall become effective as of the calendar date on which all parties have executed this Amendment. Eklutna Purchase Agreement April 21,1995 Amendment No.3 Page 3 DATED this 22 day of June.1995. CHUGACH ELECTRIC ASSOCIATION,INC. Z .By:cyan,1 Pv A YJeslecElizabéthPagaKannedy4Date President MATANUSKA ELECTRIC ASSOCIATION,INC. Melly ay EAPBarbaraJ.Milled/.Date” President MUNICIPALITY OF ANCHORAGE D/B/A MUNICIPAL LIGHT AND POWER ay Sun Cad @ | blaalasLarryD/Crawford /Date Municipal Manager ALASKA POWER ADMINISTRATION By:fel”Zz LIIS-_teMpthaeilA.Deihi dministrator 02/23/95 Exhibit 8 Eklutna Purchase Agreement Amendment No.3 FUTURE PRINCIPAL AND INTEREST PAYMENTS (FY 1987 POWER REPAYMENT STUDY DATA) Units:$1,000's FISCAL YEAR PRINCIPAL INTEREST TOTAL 1996 1,318 196 1,514 1997 1,548 160 1,708 1998 1,586 121 1,707 1999 1,624 81 1,705 3 2000 ie)61 61 2001 1,472 43 1,515 2002 952 12 oo,964 TOTAL '96 -02 8,500 *674 9,174 TOTAL '97 -02 7,182 478 7,660 TOTAL '98 -02 5,634 318 5,952 PROJECTED SELLING PRICE Units:$1,000's Present Value of Remaining Payments Transaction Date {Discount Rate =9%)Selling Price October 1,1995 7,117 8,117 (start of FY 1996) October 1,1996 6,178 7,178 (start of FY 1997) October 1,1997 4,953 5,953 (start of FY 1998) NOTE:Payments assumed at mid-year. GE %LEKISCH TE!No .9072582426 Jl 26,89 11:08 Pl02/93 COPY,HEMORANDUMAOPAUNHRITANDING Doce «at THIS MEMORANDUM OF UNDERSTANDING ig made this _25th day of July”1 1989,by.and among MATANUSKA ELECTRICASSOCIATION,INC.-("MBA"),CHUGACH ELECTRIC ASSOCIATION,INC. ("Chugach"),and the MUNICIPALITY OF 'ANCHORAGE d/b/a ANCHORAGE MUNICIPAL LIGHT &POWER ("MLEP"),MEA,Chugach and ML&P are hereinafter collectively called the "Purchasers."” 1.Recital.The Purchasers are parties to that certain Bxlutna Purchase Agreement (""Purchasa Agreement")dated as of March 31,1989,with the Alaska Power Adminiatration ("APAD") which concerns the purchase by Purchasers of certain real and personal property referred to therein as "Eklutna."It is understood that the Purchase Agreement has not yet been executed by ML&P and is therefore not yet effective.The parties expect that the Purchase Agreement will be so executed and,upon that assumption,enter into this Memorandum of Understanding.- 2.t,Pow rest .tt is mutually understood by the Purchasers that the allocation of out- put power (capacity and energy)from Exlutna (as defined in Section 3 of the Purchase Agreement)under the Purchase Agreement will continue as under the present participation in the following proportions:16/30 to ML&P,9/30 to Chugach and 8/30 to HEA,and that these same proportionate shares will determine the Purchasers'respective proportionate shares of their undivided interest in the Eklutna assets identified in B8ecatlion 4 of the wle wm bes Ce We Wo er en a)Pore OTS bd WA OE ay &wb &wthaw t ws Sah wed5€-&LEKISCH TE!No.9072582426 Jt 26.83 113A)P 03/03 Purchase agreement,the Purchasers'!respective sharaa of the purchase prica identified in 8action $of the Purchase Agreemant, and the Purchasers'respective shares of Exlutna's operating costa. - 3.Operation of Sklytng.It is further understood and agreed that the Purchasers and their successors and assigns shall operate Exlutna in accordance with prudent slectric ubility prace- tices in ordar to produces power in the most efficient manner possible for the maximum beneficial use of customers in the aer- vice area of the Purchasers,subjact to compliance with thosa water usage agreements that the Purchasers have agreed to assume pursuant to Section &of the Purchase Agreement. MATANUSKA ELEGTRIC-ASSOCIATION,INC. CHUGACH ECTRIC ASSOCIATION,INC. By: ita: MUNICIPALITY OF ANCHORAGE 4/b/a ANCHORAGE MUNICIPAL LIGHT &POWER Tae fevIta:Mitsye- JAC/dm4 Ki MBA ( MUNICIPALITY OF ANCHORAGE ,°U ASSEMBLY MEMORANDUM (7 __-LaBO)bI¢-F2 to cngNo.FIX' ASSETS.Zz GENERAL MGR.WA Meeting Date: From:Mayor Fink Subject:Exlutna Purchase 'Agreement In its AR87-41(S-1)as amended and dated March 3,1987,the Anchorage Municipal Assembly resolved that (1)the best interest of the public may be served by federal transfer of the Eklutna Hydroelectric Facility to the Municipality or other local entities with all rights,title and interest of the United States,including reserved and acquired water rights;and (2)the administration may commence formal negotiations with the Department of Energy regarding divestiture of the project. On May 20,1987,the Alaska Power Association (APA)formally requested proposals from the Municipality of Anchorage,ChugachElectricAssociation(CEA),and the Matanuska Electric Association (MEA)for the purchase and transfer of the Exlutna Power Project.The Municipality of Anchorage d/b/a Municipal Light and Power (ML&P),CEA,and MEA (cumulatively the"Purchasers")have developed a joint proposal for purchase of the Exlutna Project.The joint proposal,presently under review bytheMunicipalityofAnchorage,Chugach Electric Association andMatanuskaElectricAssociation,is entitled ""Exlutna Purchase-Agreement"and sets out arrangements,terms,and conditions forsaleofEklutnatopurchasers,such arrangements,terms,andconditionstobeimplementediftheUnitedStatesCongress authorizes such sale.The following are ass2ntial terms of the proposed agreement: a.The Eklutna assets to be sold and transferred generally consist of the power production,transmission,associated real property and all other facilities and assets, provided for Eklutna under the Eklutna Project Act of July 31,1950;all rights-of-way and easements for existing Eklutna facilities located on BLM managed lands and military lands:and water rights,including the reservoir rights. b.Within six (6)months of Congressional authorization, transition plans are to be adopted which will,among other things,identify the Transaction Date on which ownership of the Eklutna facilities will transfer to Purchasers; determine a schedule for payment of the purchase price to the United States Treasury;provide for the orderly transfer of the operations and related activities of Exlutna;provide for environmental,engineering and safety inspections by Purchasers;provide for completion of any asset transfer;develop a particularized listing of assets to be sold or transferred;and address other matters a3 may be considered necessary by the parties. ASSEM3SLY MEMORANDUM Eklutna Purchase Agreement Page 2 ¢.Total or combined Purchase Price to the three purchasingutilitiesisdependentonthetimingoftheTransactionDates$10,435,000 if on OCetober 1,1989;$9,580,000 if on Cetober 1,1990;$8,631,000 if on October 1,1991.AnyotherTransactionDateshallresultinasellingpricecalculatedasthediscountedpresentvalueofallremainingprincipalandinterestpaymentsplus$1 million.The fullsellingpriceistobepaidwithinfive(5)years after theTransactionDateusinganinterestrateof9percent.The discount cate to be used in determining the selling price isalso9percent.ML&P's share of the purchase price is 16/30orinitially$5,565,333.33,which moneys will be committed upon the effective date of the Agreement. Effective date of the Purchase Agreement is the calendar date on which all parties have executed the Agreement.The Agreement requires authorization by CongressionallegislationwithintwoyearsoftheeffectivedateoftheAgreement,and further requires transfer of Eklutna assetswithintwoyearsofCongressionallegislationauthorizing the transfer.. The covenants,obligations and liabilities of the Purchasersareintendedtobeseveralandnotjointorcollective. ML&P,CEA,and MEA shall each acquire an undivided interest of 16/30,9/30 and 5/30,cespectively,in the Exlutna Power Project. Purchasers of Eklutna are assuming all responsibilities associated with the Agreement dated February 17,1984betweenAPAandtheMunicipalityofAnchorageconcerningtheEklutnaWaterProjectandtheSupplementalAgreementNo.ldatedAugust24,1988.AWWU's entitlement to secure a longrangesourceofwatecforAnchoragewiththeEklutnaWaterProjectistherebypreserved. The Purchasers are executing a memorandum of understanding concerning the possible election by the Municipality tointernallyreassignitsinterestintheEklutnaPowerProject.In the event of a sale or transfer of ML&P oc forotherreasonstheMunicipalitymayretainitsinterestintheEklutnaPowerProjectforthebenefitoftheMunicipalityandtheEklutnaWaterProject. ASSEMBLY MEMORANDUM Ekelutna Purchase Agreement Page 3 The subject Eklutna Purchase Agreement will result in lower coststoML&P for Exlutna power than under existing federal ownership.The Agreement ensures that ML&P will retain its current share ofEklutnaoutputforthelifeoftheProject.Since Exlutna isandwillcontinuetobeML&P's lowest cost energy source,retention of ML&p's share will continue to stabilize rates. It is recommended that the Assembly authorize the Administration to enter into an agreement for the purchase of Eklutna under the basic terms and conditions outlined above. Concur:Submitted by:OAK Rasex a Oem, e@ Nunn Thomas R.Stahr ecutive Manager _General ManagerEnterpriseActivitiesMunicipalLight &Power Concur:Funds Certification: (0530 Operating) 8500-8605-2328-0000xdL)$5,565,333.33 Larry D.Crawford Municipal Manager SB.Va \se Bob Nelson Chief Fiscal Officer Respectfully Submitted:Concur: a .. ,é we f|A.tu 2b, Tom Fink Richard D.Kibb Mayor Municipal Attorney Concur: Richard L.Besse,P.E. General Manager Anchorage Water &Wastewater Utility iF Tages ,akg MeL ETRicercaeteneaa” WEE SeeTe Scone aa;a "**"sunicipality "ot Aiichorage'-a -:MUNICIPAL CLERK'S OFFICE_f GRGENDA DOCUMENT CONTROL SHEET (SEZ REVERSE SIDE NPORMATION) 4 SUBJECTOF AGE ianenus OATE PREPAREDEXLUINAPURCHASEAGRERGNT.APRIL 17,1989 9 OEPARTMENT NAME.DIRECTOR'S NAME MLSE THOMAS R.STARR iq |THE PERSON THE OCCUMENT WAS ACTUALLY PREPARED BY HIS/HER PHONE NUMBER DENNIS.SWIDERSEI. 4 |COORDINATED WITH AND REVIEWED BY INITIALS DATE 7 |MAYOR MUNICIPAL CLERK3|MUNICIPAL ATTORNEY (if u-3->ida P SRW PF 1 2 |OFFICE OF MANAGEMENT &BUOCGET_-ee =4 EZTV Ewa Management Information Systems ..' EQUAL RIGHTS 6 |MUNICIPAL MANAGER 1 Sy Publle Works Health A Human Services ' Merrill Fleid Airport | : Lidrary System Fire Port of Anchorage Museum Transit Parka &Recreation Police Transcortation Insoection GOVERNMENT AFFAIRS Economic Development &Planning Employee Reiations ; 4 Finance Director |o7 7 Yor s Legisiative Affairs Purchasing <|ENTERPRISE sty ited S[3dTey_ 1 |Municipal Liggity Wa <8 SSS ES PF Water A We :tow .acs 5135/8F_ Teleonone Utility OTHER SPECIAL INSTRUCTIONS/COMMENTS5|NONE UNITED STATES DEPARTMENT OF ENERGY ALASKA POWER ADMINISTRATION EKLUTNA PROJECT,ALASKA CONTRACT FOR ELECTRIC SERVICE TO THE os CHUGACH ELECTRIC ASSOCIATION,INC.; MATANUSKA ELECTRIC ASSOCIATION,INC.;AND MUNICIPALITY OF ANCHORAGE,MUNICIPAL LIGHT &POWER >az= -)Oo>>F232tf,§B+hy 2 Contract No.DE-SC85-95AP10042 UNITED STATES DEPARTMENT OF ENERGY ALASKA POWER ADMINISTRATION EKLUTNA PROJECT,ALASKA CONTRACT FOR ELECTRIC SERVICE TO CHUGACH ELECTRIC ASSOCIATION,INC.; MATANUSKA ELECTRIC ASSOCIATION,INC.;AND MUNICIPALITY OF ANCHORAGE,MUNICIPAL LIGHT &POWER ARTICLE INDEX PAGE 1 Preamble 2.0...0 ee ce ee ee eee ete tt tee wee eee 1 2-8 Preliminary Recitals ....2...2.eee ee eee ee ww te wes 1 9 Definitions ..0.....ee et ee ee te te tee eee eee 2 10 Electric Service to be Furnished ............2.2.ce cevcee 2 11 Schedule of Rates ..0...ce te te ww ee ns 3 12 Interchange of Energy ..........0.cece eee eee eee eee 4 13 Transmission of Electric Power and Energy by the United States ..5 14 Transmission of Electric Power and Energy for the United States ..2.........eee eee ee ew eee ee es 5 15 Breakdown,Emergency,and Planned Outage Service 2...ce ee ete ee eee ee ee wees 5 16 Curtailment of Service..........20.0.cee eee eeCeeeeeee 6 17 Other Procedures and Regulations .............00000ecee 6 18 Resale of Electric Energy .............cee e enc ccnccecese 6 19 Exhibits Made Part of the Contract ...........2...eee wees 7 20 General Power Contract Provisions ...........0.082 eee weee 8 21 Term of Contract ..2....ee ee et ee wt te tee ee 8 22 Signature Clause 1......eee ee et ee we ee eee 9 ATTACHMENTS: General Provisions Exhibit A Operating Agreement Exhibit B Estimate of Firm and Non-Firm Energy Quantities and Computations of Annual Energy and Wheeling Payments Exhibit C Points of Delivery Exhibit D Schedule of Rates for Firm Energy,Non-Firm Energy,and Wheeling Contract No.DE-SC85-95AP10042 UNITED STATES "DEPARTMENT OF ENERGY ALASKA POWER ADMINISTRATION EKLUTNA PROJECT,ALASKA CONTRACT FOR ELECTRIC SERVICE TO CHUGACH ELECTRIC ASSOCIATION,INC.:; MATANUSKA ELECTRIC ASSOCIATION,INC.;AND MUNICIPALITY OF ANCHORAGE,MUNICIPAL LIGHT &POWER 1.This contract made this ZG day Loven hep ,1994,in pursuance of the Act of Congress approved July 31,1950 (64 Stat.382),and acts amendatory thereof or supplementary thereto,between the UNITED STATES OF AMERICA (hereinafter cailed the "United States"),acting by and through the Administrator,Alaska Power Administration,Department of Energy (hereinafter called APA),represented by the officer executing this Contract,or a duly appointed successor (hereinafter called the Contracting Officer);and the CHUGACH ELECTRIC ASSOCIATION,INC (hereinafter called "Chugach"),a corporation duly authorized,created,and existing under and by virtue of the laws of the State of Alaska;the MATANUSKA ELECTRIC ASSOCIATION, INC.(hereinafter called "Matanuska”),a corporation duly authorized,created,and existing under and by virtue of the laws of the State of Alaska;and the MUNICIPAL LIGHT AND POWER DEPARTMENT (hereinafter called "ML&P")a subdivision of the Municipality of Anchorage,a municipal corporation duly organized,created,and existing under and by virtue of the laws of the State of Alaska;and assigns (hereinafter individually or collectively called the "Contracting Utilities”): WITNESSETH: 2.WHEREAS,APA owns,operates,and maintains the Eklutna Project including facilities for the generation and transmission of electric power and energy and expects to be able to furnish electric service desired by the Contracting Utilities;and 3.WHEREAS,Chugach is a non-profit cooperative membership corporation engaged in the generation,transmission,and distribution of electric power and energy,and desires to obtain electric power and energy from APA for distribution and resale;and 4.WHEREAS,Matanuska is a non-profit cooperative membership corporation engaged in the transmission and distribution of electric power and energy,and desires to obtain electric power and energy from APA for distribution and resale;and 1 of9 5.WHEREAS,ML&P is a Municipal corporation engaged in the transmission, generation,and distribution of electric power and energy,and desires to obtain electric power and energy from APA for distribution and resale;and 6.WHEREAS,in compliance with the Eklutna Marketing Plan,Chugach,Matanuska, and ML&P have received an allocation of Eklutna energy;and 7.WHEREAS,APA and the Municipality of Anchorage,Anchorage Water and Wastewater Utility,Eklutna Water Project (hereinafter called the "AWWU")have entered into an Agreement for Public Water Supply and Energy Generation from Eklutna Lake,Alaska;and 8.NOW,THEREFORE,in consideration of the mutual covenants herein set forth,the parties hereto agree as follows: 9. 10. DEFINITIONS 9..1 9..2 9..3 Firm Energy Supply -Estimated average annual energy delivery capability . of the Eklutna Project.The estimate for firm energy supply is 153 GWh/year. Designated Representative -The APA Area Manager or the Acting APA Area Manager (The responsibility of the Designated Representative can not be re-delegated.). Fiscal Year -The twelve month period beginning October 1 and ending September 30. Electrical Power Requirements -The electrical capacity and energy needs of an electrical power system,utility,or customer. ELECTRIC SERVICE TO BE FURNISHED 10..1 APA,under the terms and conditions stipulated herein,will furnish electric service to the Contracting Utilities at the points designated in Exhibit C. 10..2 The electric power and energy involved hereunder will be delivered to the Contracting Utilities and measured under the conditions indicated herein and in the Operating Agreement (Exhibit A)jointly approved by the Contracting Utilities and APA. 2o0f9 11. 10..3 The Operating Agreement (Exhibit A)will establish agreed upon procedures for determining the generation schedule for Electrical Energy at the Eklutna Powerplant.The procedures in Exhibit A will be developed to distribute all benefits from the operation of the Eklutna Project among the contractors according to their firm energy allocation ratios as established in the Eklutna Marketing Plan,as published in the Federal Register 58 FR 59022.Theratios are as follows:Chugach 45.9 GWh :153.0 GWh (9/30);Matanuska 25.5 GWh:153.0 GWh (5/30); and ML&P 81.6 GWh:153.0 GWh (16/30).These same ratios will be used for allocation of all Eklutna Project energy. 10..4 The allocation ratios for energy,defined in paragraph 10.3,will be considered to have been met,if during the scheduling of the generation of firm and non-firm energy,at the Eklutna Powerplant,the procedures set in Exhibit A were followed,regardless of the actual outcome. SCHEDULE OF RATES 11..1 The Contracting Utilities shall pay for the electric service furnished 11.. 11.. hereunder in accordance with such rate schedules as shall be established from time to time,in accordance with appropriate rate adjustment procedures,for the Eklutna Project,as authorized in the Eklutna Act of July 31,1950 (64 Stat.382 as amended)and the Department of Energy Organization Act (Public Law 95-91)and established in Department of Energy regulations and policy. As described in Exhibit B,a rate will be established that will be considered a total Annual Payment and will consist of an Annual Energy Payment plus an Annual Wheeling Payment.Each Contracting Utilities will be billed the following portion of the Annual Energy Payment: Chugach will be billed for nine-thirtieth,9/30;Matanuska will be billed for five-thirtieth,5/30;and ML&P will be billed for sixteen-thirtieth, 16/30.The Annual Wheeling Payment will be charged on a per Contracting Utilities use basis.Each Contracting Utilities will be billed one-twelfth of their respective Annual Payment each month. Rate schedules will be reviewed by the Administrator annually to assure that revenues from estimated sales will be sufficient but not excessive over the payout period to satisfy the repayment criteria established by the authorizing act,and to assure that the benefits of Federal power shall be made available to the Contracting Utilities at rates that are established at the lowest possible level consistent with sound business principles. 3 of9 11..4 The Contracting Officer shall give written notice of any adjustment in the rate schedule.If such adjustment results in increased costs to the Contracting Utilities,the Contracting Utilities may terminate purchases of electric power under this contract by giving written notice of such termination to the Contracting Officer at any time within 180 days after receipt of such notice from him or her,but not thereafter.Such notice of termination shall include a termination date which shall not be less than one year and not more than three years from the date the approved rate schedule takes effect.The new rate schedule shall apply from its effective date until such termination date. 12.INTERCHANGE OF ENERGY BETWEEN APA AND THE CONTRACTING UTILITIES 12..1 APA may request surplus or unused energy of any utility,and the utility 12.. 12.. 12. 2 3 4 may,as its sole discretion,deliver such interchange energy to APA. Such energy shall be credited to the supplier in an interchange account. A record of energy interchanges shall be maintained by APA and the supplying utility,and no energies deliveries shall be deemed to be interchange energy unless prior agreement for such delivery has been made between the duly authorized representatives of APA and the supplying utility. Interchange energy delivered by either party to the other under the terms of this Section shall be returned kilowatthour for kilowatthour at existing points of interconnection at times and at rates of delivery to be mutually agreed upon by the duly authorized representatives of the parties hereto. It is the intent of the parties hereto that interchange energy accounts shall be balanced by return of energy as promptly as circumstances permit;Provided,That,upon termination of this contract,or by mutual agreement of the parties hereto at any time during the term thereof,the net balance in the interchange account shall be settled by payment to the creditor party at the net value per kilowatthour stated in paragraph 12.4;Provided further,That,when accounts remain unbalanced to the same creditor for a period of one year,then that creditor may demand and upon demand shall receive payment adequate to balance the interchange energy account. For settlement purposes as provided in paragraph 12.3,interchange energy due to the supplier of interchange energy shall have a net value equal to the cost to the supplier of producing that energy as determined by the actual fuel cost at the time of billing.Interchange energy due the APA shall have a new value equal to the rate established in the firm rate 4of9 13. 14. 15. schedule in effect at the time the demand for payment is made,as shown in Exhibit D.Bills submitted by the supplier of the interchange energy to the APA shall become payable within sixty (60)days from the day of the bill.- TRANSMISSION OF ELECTRIC POWER AND ENERGY BY THE UNITED STATES The United States agrees to transfer power and energy for the Contracting Utilities,to or from themselves or to or from other utilities in the Anchorage- Palmer area,over APA transmission facilities to the extent that the maximum capacity of such facilities,as determined by APA will permit.Compensation to be paid for the transmission of power and energy for the Contracting Utilities,shall be as agreed upon in Exhibit B by APA and the Contracting Utilities. TRANSMISSION OF ELECTRIC POWER AND ENERGY FOR THE UNITED STATES 14..1 Pursuant to Section 2 of the Act of Congress approved July 31,1950 (64 Stat.382),the Contracting Utilities as a purchaser for resale,will deliver power and energy,on the behalf of the United States and at its request,to Federal agencies or facilities thereof within its transmission area at a reasonable charge for the use of its transmission facilities.The Contracting Utilities'transmission facilities are hereby defined as transmission lines of one hundred and fifteen (115)kilovolt or above. 14..2 The Contracting Utilities agree to permit APA to wheel power and energy over the transmission facilities of the Contracting Utilities,rated 115 kV or higher,to the extent that,as determined by the Contracting Utilities, the otherwise uncommitted capacity of such facilities will permit.No compensation is required for wheeling less than 14 days per quarter.For wheeling more than 14 days per quarter,the receiving utility will compensate the contractor for the power wheeled.Specific terms and conditions covering use of the Contracting Utilities'transmission facilities,including the compensation to be paid thereof,shall be hereafter agreed upon in writing by the United States and the Contracting Utilities. BREAKDOWN,EMERGENCY,AND PLANNED OQUTAGE SERVICE 15..1 In the event of a breakdown,emergency,or planned outage for inspection,maintenance,repair,or installation of equipment on the power system of APA,the Contracting Utilities shall make every effort to make energy available during the period of such breakdown, 5 of9 16. 17. 18. emergency,or planned outage,from its own resources or from standby sources made available to it from others,all necessary power required by APA at its Anchorage,Reed,and Palmer Substations.The Contracting Utilities shall have no obligation to supply energy during breakdown, emergency,or planned outage relief to Federal agencies that are not customers of the Contracting Utilities,or to any other APA customers, or to loads {if any)that APA serves directly. 15..2 The amount of energy supplied for such service shall be estimated from the best information available.APA shall return all energy supplied by the contractors under this section at the first opportunity,in accordance with the provisions of Section 12. CURTAILMENT OF SERVICE In the event of a reduction in the power production or delivery capabilities of the power system of APA's Eklutna Project due to any cause including a shortage of water,breakdown,or planned outage of one or more generating units or items of auxiliary equipment for inspection,maintenance,or repair,the electrical power requirements of APA will be satisfied first from available United States capacity.The remaining capacity will be dispersed in accordance to the operating agreement,Exhibit A.Planned outages or reductions in service will, whenever practicable,be scheduled during light load periods and as much advance notice as possible will be given to all concerned.If the cumulative unavailability of the plant exceeds 100,000 MWh in any fiscal year,then the firm power for the next fiscal year in Appendix B shall be the amount of power delivered in the fiscal year that the total plant unavailability exceeded 100,000 MWh. OTHER PROCEDURES AND REGULATIONS The Contracting Officer and the Contracting Utilities,through the Operating Committee established in Exhibit A,shall mutually agree upon and put into effect from time to time such other procedures as may be required in order to establish the methods of operation to be followed in the performance of this contract:Provided,however that such procedures will be reduced to writing, signed by the parties,and attached to Exhibit A. RESALE OF ELECTRIC ENERGY 18..1 The Contracting Utilities understand that the purpose of making low-cost Federal power available is to encourage the most widespread use thereof,and the Contracting Utilities therefore agree: 6 of9 19. 18..1.1 18..1.2 18..1.3 18..1.4 18..1.5 That the benefits of Federal power shall be made available to its consumers at rates that are established at the lowest possible level,consistent with sound business principles,in an open and public manner,and the Contracting Utilities will so demonstrate to APA upon request.The United States and each Contracting Utilities agree that rates approved by the Alaska Public Utilities Commission or established in accordance with methods commonly employed in the electric utility satisfy this requirement. That it will,to the extent that different rules are not prescribed by State laws or by State of Federal agencies, maintain proper books of account in accordance with the system of accounts prescribed for public utilities and licensees by the Federal Energy Regulatory Commission. That it will furnish for the information of the Contracting Officer copies of schedules of resale rates in effect on the date of execution of this contract,and will also furnish for information of the Contracting Officer schedule of resale rates hereafter adopted. That it will provide the Contracting Officer an annual statement indicating the financial operations of the Contracting Utilities'system,and indicating that the charges to consumers are consistent with the principles set forth in Section (1)hereof.The United States and each - Contracting Utilities agree that rates approved by the Alaska Public Utilities Commission or established in accordance with methods commonly employed in the electric utility satisfy this requirement. That it will make available for inspection and copying at the contractor's offices copies of the contractor's FERC Form 1 filings. EXHIBITS MADE PART OF THE CONTRACT Inasmuch as the maximum rate of delivery,wholesale rate schedules, quantitative determinations,points of delivery,and delivery conditions existing under this contract may vary during the term hereof,they will be set forth in exhibits from time to time formulated between the parties hereto.Each of said exhibits when executed by said parties shall become part of this contract during the terms fixed by their respective provisions the same as if they had been 7 of9 20. 21. expressly set forth herein.The initial Exhibits A,B,C,and D,are attached hereto and each shall be in force and effect in accordance with their terms until respectively amended or superseded by a subsequent exhibit. GENERAL POWER CONTRACT PROVISIONS The General Power Contract Provisions attached hereto are hereby made a part of this contract the same as if they had been expressly set forth herein. TERM OF CONTRACT This contract shall remain in effect until December 31,2014,subject to prior termination as otherwise herein provided for,and recognizing the existence of the divestiture proposal to sell the Eklutna Project to Chugach,Matanuska,and ML&P.This contract supersedes and cancels Contract No.85-79AP10004, dated October 13,1979,with Chugach;Contract No.85-79AP10006,dated October 13,1979,with Matanuska;and Contract No.85-79AP10005,dated October 13,1979,with ML&P,including all supplements and modifications to said contract,and interim power marketing agreements established prior to the date of this contract.However,all liabilities accrued thereunder shall be preserved until satisfied.Should the sale of the Eklutna Project be authorized by the U.S.Congress,this contract shall terminate upon the date such transfer of interest becomes effective as defined in the transfer Agreement.APA also recognizes that the Eklutna Act of 1950,as amended,requires APA to report to Congress the feasibility and desirability of transferring the Eklutna Project to public ownership in Alaska,upon completion of amortization of the capital investment allocated to power.However,APA agrees to include in any purchase agreement or report to Congress provisions that will honor the allocations of electric power and energy granted the contractor according to the Final Marketing Plan--Eklutna Project (58 FR 59022)and that the allocations shall survive such transfer until December 31,2014,unless the contractor releases APA from this requirement. 8 of9 22.IN WITNESS WHEREOF,the parties hereto have caused this contract to be executed the day and year first above written. CHUGACH ELECTRIC ASSOCIATION,INC; ANCHORAGE,ALASKA By Eugene NBigrnstad '4 \ Title General Manager Address MATANUSKA ELECTRIC ASSOCIATION,INC; PALMER,ALASKAOne CormeenByWayneCarmonyQ Title General Manaqer Address MUNICIPALITY OF ANCHORAGE ANCHORAGE,ALASKA ZzBy Title Murnicioal Manaaar Address 9 of9 ALASKA POWER ADMINISTRATION JUNEAU,ALASKA By 'cChael A.Deihl Title Administrator Address RECOMMEND FOR APPROVAL RECOMMEND FOR APPROVAL KI,LoreebasRaisThomasR.Stahr Operations Manager General Manager Municipality of Anchorage Municipal Light and Power FUNDS AVAILABLE OSJO PSOCO FO)S550 ROOK F4,600,000.00 199 5 erating BeadyeZ ry AndefsonChiefFiscalOfficer ATTEST Department of Finance Vake:(abelVickieCantrell)unicipal wel PO Municipality of Anchorage ARWN>Effective:Dye 29 ,1994 ALASKA POWER ADMINISTRATION GENERAL POWER CONTRACT PROVISIONS Applicability 2...6.1 ee ee ee ee ee ee ee ee ee eee 1 Character of Service ..........eeeeweeteeeeeee 1 Continuity of Service 2.2...ee ee ee ee eee eee ee 1 Metering 2....cee ee ee ee ee ee ee ee ee ee tee ee ee eee 1 Construction,Operation,and Maintenance of Contracting Utilities'Power System ..1...2...eee eee eee eee 2 Billings and Payment ........cee ee eee eee eee eee 3 Nonpayment of Bills...6.ce ee ee ee eee 4 Resale of Electric Energy ......-...-2 eee eee eee e ee ee eee eee 5 APA Facilities .0...0.ceteeeeeetweeeetenes 5 License to the Contracting Utilities ....2...2...0.2...2...eee eee eee 9 License to APA 2.0....ee ee ee te ee te ee eee 9AuthorizedRepresentativesoftheParties............0 0c cee eeee 9 Effect of Section Headings ...........20.e eee eee tee ww ee es 9 Operating Guidelines and Procedures .............52 cee eee eees 10 Uncontrollable Forces ......cee ee ee ee eet ee ee ewes 10 Liability 2...eeeeeeensLee eee wee eee 10 Environmental Compliance ..........22...ee cece nnn ccc nccce 11 Transfer of Interest in Contract by Contracting Utilities .............11 WAIVEFS 2.1 ee ee ee ee te ene 11 Notic€S 2....ce eettttttteeeweeeeteens 11 Contingent Upon Appropriations .........0.cee eee eee we eens 11 Officials Not to Benefit ..2....0...ee ee ee ee ee te we 12 Covenant Against Contingent Fees ..........cc eee eee ee tens 12 Contract Work Hours and Safety Standards .............0002eee 12 Equal Opportunity Employment Practices ............0202eeeeee 12 Convict Labor ....2....ee ee et te tt we te wee eae 13 Effective:_Le 29,1994 ALASKA POWER ADMINISTRATION GENERAL POWER CONTRACT PROVISIONS APPLICABILITY These General Power Contract Provisions shall be a part of the contract to which they are attached.These provisions set forth general conditions applicable to the contract.Specific terms set forth in the contract have precedence over any provisions herein. CHARACTER OF SERVICE Electric energy supplied hereunder will be three-phase,alternating current,at a nominal frequency of sixty (60)hertz. CONTINUITY OF ELECTRIC SERVICE The electric service,unless otherwise specified,will be furnished continuously except (1)for fluctuations,interruptions or reductions due to uncontrollable forces,as defined herein;(2)for fluctuations,interruptions or reductions due to operation of devices installed for power system protection;and (3)for temporary fluctuations,interruptions or reductions,which,in the opinion of the Contracting Officer or Designated Representative,are necessary or desirable for the purposes of maintenance,repairs,replacements,installation of equipment, or investigation and inspection.APA,except in case of emergency as determined by the Contracting Officer or Designated Representative,will give the Contracting Utilities reasonable advance notice of such temporary interruptions or reductions and will remove the cause thereof with diligence. METERING 4..1.The total electric power and energy delivered to the Contracting Utilities will be measured by metering equipment to be furnished and maintained by APA or by the Contracting Utilities,upon request of the Contracting Officer.The Contracting Utilities shall ensure that metering equipment furnished and/or maintained by the Contracting Utilities meets the metering standards of APA if such metering equipment will be used for billing or other accounting purposes by APA. 4..2 Metering equipment shall be inspected and tested at least once every three years by APA and at any reasonable time upon request therefor by 1 of 13 any party.Representatives from APA and the contractor shall certify in writing that the metering equipment is accurate within the manufacturer's tolerance,but not to greater than 1%.If APA and the contractor's representative can not agree on the accuracy of the metering equipment and independent outside engineering firm will be obtained to certify the accuracy of the metering equipment.Any metering equipment found to be defective or inaccurate shall be repaired and readjusted or replaced. 4..3.Except as provided herein,should any meter fail to register,the electric power and energy delivered during such period of failure to register shall, for billing purposes,be estimated by the Contracting Officer from the best information available. 4..4 If acceptable inspections and tests of a meter needed by APA for billing or other accounting purposes disclose an error exceeding one percent (1%)at unity power factor or two percent (2%)at any other power factor,then correction based upon the inaccuracy found shall be made for (a)the period that such inaccuracy has existed,if such period can be determined or reasonably estimated but in any event not to exceed one year or (b)if such period of inaccuracy cannot be determined correction shall be made for the period beginning with the monthly billing period immediately following the time the test was made. 4..5 Any correction in billing resulting from correction in meter records shall normally be made in the next monthly bill rendered by APA to the Contracting Utilities.However,each party shall be allowed to increase the correction period to a time equal to the period of inaccuracy. Payment of.such bill(s)shall constitute full adjustment of any claim between the parties hereto arising out of inaccuracy of metering equipment. CONSTRUCTION,OPERATION,AND MAINTENANCE OF CONTRACTING UTILITIES'POWER SYSTEM The Contracting Utilities shall and,if applicable,shall require each of its members or transmission agents to construct,operate,and maintain its power system in a manner which,as determined by the Contracting Officer,will not interfere with the operation of the system of United States or its transmission agents over which electric services are furnished to the Contracting Utilities under the contract,and in a manner which will coordinate with the protective relaying and other protective arrangements of the system(s)of APA or APA transmission agents.APA may reduce or discontinue furnishing services to the Contracting Utilities if,after notice by the Contracting Officer,the Contracting 2 of 13 Utilities fails or refuses to make such changes as may be necessary to eliminate an unsatisfactory condition on the Contracting Utilities'power system which is determined by the Contracting Officer to interfere significantly under current or probable conditions with any service supplied from the power system of APA or from the power system of a transmission agent of APA;provided,that if such interference can be prevented or cured more economically by changes to the systems of APA or of APA transmission agents,the Contracting officer will use his or her reasonable best efforts to ensure that such changes are made to the latter systems,and that the costs of such changes are borne among the Contracting Utilities,the APA,and/or APA transmission agents in a fair and equitable manner.Nothing in this article shall be construed to render APA liable in any manner for any claims,demands,costs,losses,causes of action, damages,or liability of any kind or nature arising out of or resulting from the construction,operation,or maintenance of the Contracting Utilities'power system.APA shall cooperate with the Contracting Utilities in coordination of efforts by the parties to this agreement to efficiently maintain and operate their systems. BILLINGS AND PAYMENT 6..1 APA will submit bills to the Contracting Utilities on or before the tenth day of each month for electric service furnished during the preceding month. 6..2 If APA is unable to issue a timely monthly bill,it may elect to render an estimated bill for that month to be followed by the final bill.Such estimated bill shall be subject to the same payment provisions as a final bill. 6..3.Payments are due and payable by the Contracting Utilities on or before the close of business on the first business day of the month after the date of issuance of the bill.Payment of amounts due APA may be made through the Electronic Funds Transfer (EFT)or mailed to: Department of Energy Alaska Power Administration 2770 Sherwood Lane,Suite 2B Juneau,AK 99801-8545 The designation of the address where payment is to be submitted may be changed by APA upon 30-day written notice to the Contracting Utilities of such change.Invoices shall be considered paid when payment is received into APA's designated depository account by the end of the business day;Provided That payments received by mail will 3 of 13 be accepted as being timely and without assessment of late charges if a first-class mail postmark indicates that the payment was mailed at least two (2)calendar days before the due date;and Provided Further, That payments through the EFT will be accepted as being timely and without assessment of late charges if credited to APA's depository account on or before the due date or on the next business day thereafter if the due day is an official Federal holiday observed by the depository responsible for receipt of payment made by EFT.If EFT method of payment is elected by the Contracting Utilities,details of the process will be worked out with the Contracting Officer. 6..4 Whenever the parties agree,payments due APA by the Contracting Utilities may be offset against payment due the Contracting Utilities by APA for the sale or exchange of electric power and energy,use of transmission facilities,operation and maintenance of electric facilities, and other services.For services included in net billing procedures, payment due one party in any month shall be offset against payments due the other party in such month,and the resulting balance shail be _paid to the party in whose favor such balance exists.The parties shall exchange such reports and information that either party requires for billing purposes. NONPAYMENT OF BILLS Bills not paid in full by the Contracting Utilities by the due date specified herein shall bear an initial charge of one percent (1%)of the amount unpaid.In addition,each day will be charged an interest charge equal to the annual rate of interest established by the Secretary of the Treasury under section 12 of the Contract Disputes Act of 1978 (41 U.S.C.611).This rate is referred to as the "Renegotiation Board Interest Rate”and is published in the Federal Register Semiannually on or about January 1 and July 1.The aforementioned annual interest rate,recalculated on a daily basis,times the principal amount past due, shall be assessed for each day late after the due date until the amount past due is paid in full.An example is: Monthly bill of $200,000 that is 10 days past due (current interest rate of 4%) $200,000.00 (principal amount) $2,000.00 (1%initial charge) $222.00 (current interest for 10 days) $202,222.00 (total amount.due for late payment) 4 of 13 RESALE OF ELECTRIC ENERGY The Contracting Utilities shall not sell any of the electric energy delivered to it hereunder to any customer of the Contracting Utilities for resale by that customer.The parties hereto recognize the Contracting Utilities may have other sources of generation from which it can serve its wholesale customers which resell power to their own retail customers.If the Contracting Utilities independent sources of generation exceed the size of its wholesale customers and,therefore,the Contracting Utilities'sales to its wholesale customers shall be deemed to be made by the Contracting Utilities'own generating sources. APA FACILITIES 9..1 Design Approval.All interconnection facilities,construction,and installation by the Contracting Utilities pursuant to the contract shall be subject to the approval of APA,in accordance with this section 9 of this agreement.Facilities interconnections shall normally conform to APA current "General Requirements for Interconnection,”in effect upon the signing of the contract document providing for each interconnection, copies of which are available from the Contracting Officer.At least ninety (90)days,unless otherwise agreed,prior to the date the Contracting Utilities proposes to commence construction or to incur an obligation to purchase facilities to be installed pursuant to the contract, whichever date is the earlier,the Contracting Utilities shall submit,for the approval of APA,detailed designs,drawings,and specifications of the facilities the Contracting Utilities proposes to purchase,construct, and install.The Contracting Utilities assumes all risks for construction commenced or obligations to purchase facilities incurred prior to receipt of approval from APA.APA review and approval of designs and construction work in no way implies that APA is certifying that the designs meet the Contracting Utilities'needs. 9..2.Inspection and Acceptance.APA shall have the right to inspect the materials and work furnished by the Contracting Utilities,its agents, employees,and subcontractors pursuant to the contract.Such inspections shall be at reasonable times at the work site.Any materials or work that the Contracting Officer determines is defective or not in accordance with designs,drawings,and specifications,as approved by APA,shall be replaced or modified,as directed by APA,at the sole expense of the Contracting Utilities before the new facilities are energized. 9..3.As-Built Drawings.Within 180 days or less after the completion of construction and installation of facilities pursuant to the contract,the 5 of 13 9.. Contracting Utilities shall submit to APA marked as-built prints of all APA drawings affected by changes made pursuant to the contract and reproducible drawings the Contracting Utilities has prepared showing facilities of APA.The Contracting Utilities'drawings of APA facilities shall use drawing title blocks,drawing numbers,and shall be prepared in accordance with drafting standards all as approved by the Contracting Officer.APA may prepare,revise,or complete said drawings and bill the Contracting Utilities if the Contracting Utilities fails to provide such drawings to APA. Equipment Ownership Markers 9..4.a The Contracting Utilities shall identify all movable equipment and, to the extent agreed upon by the parties,all other salvageable facilities constructed or installed on the Contracting Utilities'right-of-way or in APA facilities pursuant to the contract which are owned by the Contracting Utilities,by permanently affixing thereto suitable markers clearly identifying the Contracting Utilities as the owner of said equipment and facilities. 9..4.b If requested by the Contracting Utilities,APA shall identify all movable equipment and,to the extent agreed upon by the parties,all other salvageable facilities constructed or installed on the Contracting Utilities'right-of-way or in the Contracting Utilities'substations pursuant to the contract which are owned by APA,by permanently affixing thereto suitable markers clearly identifying APA as the owner of said equipment and facilities. Third-Party Use of Facilities.The Contracting Utilities shall notify APA of any proposed system change relating to the facilities governed by the contract or allowing third-party use of the facilities governed by the contract.If APA notifies the Contracting Utilities that said system change will,as solely determined by the Contracting Officer,adversely affect the operation of APA system the Contracting Utilities shall,at no cost to APA,provide a solution to said adverse effect acceptable to APA. Changes to APA Control Facilities.If at any time during the term of the contract,the Contracting Officer determines that changes or additions to control,relay,or communications facilities are necessary to maintain the reliability or contro!of APA transmission system,and said changes or additions are entirely or partially required because of the Contracting Utilities'interconnection equipment installed under the contract,such changes or additions shall,after consultation with the Contracting 6 of 13 9.. 9.. Utilities,be made by APA with all costs or a proportionate share of all costs,as determined by the Contracting Officer,to be paid by the Contracting Utilities.The Contracting Officer shall notify the Contracting Utilities in writing of the necessary changes or additions and the estimated costs to be paid by the Contracting Utilities.If the Contracting Utilities fails to pay its share of said estimated costs,the Contracting Officer shall have the right,after giving sixty (60)days written notice to the Contracting Utilities,to terminate the applicable facility installation provisions of the contract and require the removal of the Contracting Utilities'facilities. Modification of APA Facilities.APA reserves the right,at any time,to modify its facilities.APA shall keep the Contracting Utilities informed of all planned modifications to United States facilities which impact the interconnection facilities installed pursuant to the contract.APA shall permit the Contracting Utilities to change or modify its facilities,in a manner satisfactory to and at no cost or expense to APA,to retain the facilities interconnection pursuant to the contract.At the Contracting Utilities'option,APA shall cooperate with the Contracting Utilities in planning alternate arrangements for service which shall be implemented at no cost or expense to APA.The Contracting Utilities and APA shall modify the contract,as necessary,to conform to the new facilities arrangements. Transmission Rights.If the modification to APA facilities involves an installation which sectionalizes an APA transmission line,the Contracting . Utilities sectionalizing the transmission line hereby agrees to provide a transmission path to APA across such sectionalizing facilities at no cost or expense to APA.Said transmission path shall be at least equal,in | terms of capacity and reliability,to the path in APA transmission line prior to the installation pursuant to the contract.The right for permanent access to the transmission path,as defined in this paragraph (9..8),shall be granted to APA and its assigns and/or successor.A separate contract or agreement,between APA and the Contracting Utilities that sectionalized the APA transmission line,will be established to continue this access right,to the transmission path,after the expiration date of this contract. Construction and Safety Procedures 9..9.a The Contracting Utilities hereby acknowledges that it is aware of the hazards inherent in high-voltage electric lines and substations,and hereby assumes full responsibility at all times for the adoption and use of necessary safety measures required to prevent accidental harm to 7 of 13 personnel engaged in the construction,inspection,testing,operation, maintenance,or removal activities of the Contracting Utilities pursuant to the contract.The Contracting Utilities and the authorized employees, agents,and subcontractors of the Contracting Utilities shall comply with all applicable safety laws,and building and construction codes,including the provisions of APA current "Power System Clearance Procedures"in effect upon the signing of the contract. 9..9.b The Contracting Utilities and its authorized employees,agents, and subcontractors shall familiarize themselves with the location and character of all the transmission facilities of APA and interconnections of others relating to the interconnection construction work performed by the Contracting Utilities under the contract.Prior to starting any construction,installation,or removal work,the Contracting Utilities shall submit a plan of procedure to APA which shall indicate the sequence and method of performing the work in a safe manner.No work shall be performed by the Contracting Utilities,its employees,agents,or subcontractors until written authorization to proceed is obtained from the Contracting Officer. 9..9.c At all times when the Contracting Utilities,its employees,agents, or subcontractors are performing interconnection activities of any type pursuant to the contract,such activities shall be under supervision of a qualified employee,agent,or subcontractor of the Contracting Utilities who shall be authorized to represent the Contracting Utilities in all matters pertaining to the activity being performed.The Contracting Utilities and APA will keep each other informed of the names of their designated representatives at the construction site. 9..9.d Upon completion of its interconnection work,the Contracting Utilities shall remove from the vicinity of the right-of-way of APA all buildings,rubbish,used materials,concrete forms,and other Jike material belonging to it or used under its direction during construction or installation,and in the event of failure to do so the same may be removed by APA at the expense of the Contracting Utilities. 9..9.e In the event the Contracting Utilities,its employees,agents,or subcontractors fail to comply with any provision of this article,or Article 10.2 herein,the Contracting Officer or an authorized representative may issue an order to stop all or any part of the work until such time as the Contracting Utilities demonstrates compliance with the provision at issue.The Contracting Utilities,its employees,agents,or subcontractors shall make no claim for compensation or damages resulting from such work stoppage. 8 of 13 10. 11. 12. 13. LICENSE TO THE CONTRACTING UTILITIES APA hereby grants the Contracting Utilities a license to construct,install, operate,maintain,replace,or repair facilities,upon property of APA under the administrative control and jurisdiction of APA as in the opinion of the Contracting Officer are necessary or desirable for the purposes of this contract. Said license shall remain in effect during the term of this contract and shall expire coincidentally therewith.Any facilities so installed by the Contracting Utilities pursuant hereto shall be and remain the property of the Contracting Utilities,notwithstanding that the same may have been affixed to the premises, and the Contracting Utilities shall have a reasonable time after the expiration of said license in which to remove its facilities so installed. LICENSE TO APA The Contracting Utilities,upon request from time to time by the Contracting Officer,will grant to APA a license or licenses to construct,install,operate, maintain,replace,or repair facilities,upon the property of the Contracting Utilities as in the opinion of the Contracting Utilities are necessary or desirable for the purposes of this contract.The license or licenses so granted shall be in form and of legal sufficiency acceptable to the Contracting Officer,shall be and remain in effect during the term of this contract,and shall expirecoincidentallytherewith.Any facilities so installed by APA pursuant to said license or licenses shall be and remain the property of APA notwithstanding that the same may have been affixed to the premises,and APA shall have a reasonable time after the expiration of said license or licenses in which to remove its facilities so installed. AUTHORIZED REPRESENTATIVES OF THE PARTIES Each party to the contract,by written notice to the other,shall designate the representative(s)who is (are)authorized to act in its behalf with respect to those matters contained in the contract which are the functions and responsibilities of the authorized representatives of the parties.Each party may change the designation of its authorized representative(s)upon oral notice given to the other,confirmed promptly by written notice. EFFECT OF SECTION HEADINGS Section headings or article titles appearing in the contract or these General Power Contract Provisions are inserted for convenience only and shall not be construed as interpretations of text. 9 of 13 14, 15. 16. OPERATING GUIDELINES AND PROCEDURES The parties to the contract may agree upon and put into effect from time to time,such other written guidelines and procedures as may be required in order to establish the methods of operation of the power system to be followed in the performance of the contract,which shall be signed and included in Exhibit A. UNCONTROLLABLE FORCES Neither party shall be considered to be in default in performance of any of its obligations under the contract,except to make payment as specified herein, whena failure of performance shall be due to an uncontrollable force.The term "uncontrollable force”means any cause beyond the control of the party affected,including,but not restricted to,failure or threat of failure to facilities, flood,earthquake,storm,lightning,fire,epidemic,war,riot,civil disturbance or disobedience,labor dispute,labor or material shortage,sabotage,restraint by court or public authority and action or non-actions by,or failure to obtain necessary authorizations or approvals from,any governmental agency or authority,which by exercise of due diligence such party could not reasonably have been expected to avoid and which by exercise of due diligence it shall be unable to overcome.Nothing contained herein shall be construed to require a party to settle any strike or labor dispute in which it may be involved.Either party rendered unable to fulfill any of its obligations under the contract by reason of an uncontrollable forces shall give prompt written notice of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. LIABILITY The Contracting Utilities is liable for losses arising from personal injury,death, or property damage caused by the negligent or wrongful act or omission of the Contracting Utilities or any employee of the Contracting Utilities while performing activities under the contract,in accordance with applicable law. APA is liable for losses arising from personal injury,death,or property damage caused by the negligent or wrongful act or omission of any employee of APA while performing activities under the contract,in accordance with the Federal Tort Claims Act,as amended. The Contracting Utilities and APA shall require their contractors and agents to maintain sufficient insurance to cover liabilities for any claim for death,personal injury,or property damage caused by the contractors'agents'activities under the contract. 10of13 17. 18. 19. 20. 21. ENVIRONMENTAL COMPLIANCE Facilities installed under the contract by any party shall be constructed, operated,maintained,replaced,and removed subject to compliance with laws, executive orders,and regulations applicable to that party,including the National Environmental Policy Act of 1969,as amended,36 CFR 800,and the Archeological Resources Protection Act of 1979. TRANSFER OF INTEREST IN CONTRACT BY CONTRACTING UTILITIES No voluntary transfer of this contract or of the rights of the Contracting Utilities hereunder shall be made without the written approval of the Administrator of APA:Provided,That any successor to or assignee of the rights of the Contracting Utilities,whether by voluntary transfer,judicial sale,foreclosure sale,or otherwise,shall be subject to all the provisions and conditions of this contract to the same extent as though the successor or assignee were the original Contracting Utilities hereunder;and Provided further,That the execution or action of a mortgage or trust deed,or Indenture of Trust,or judicial or foreclosure sale made thereunder,shall not be deemed voluntary transfers within the meaning of this article. WAIVERS Any waivers at any time by either party to the contract of its rights with respect to a default or any other matter arising under or in connection with the contract shall not be deemed a waiver with respect to any subsequent default or matter. NOTICES Any notice,demand or request required or authorized by this contract to be inwritingshallbedeemedproperlygivenifdeliveredinperson,or sent by either registered or certified mail,postage prepaid,facsimile transmissions,or prepaid telegram addressed to each party's authorized representative at the principal offices of the party.If the notice is made by facsimile,the sender must verify that the notice was received.The designation of the person to be notified may be changed at any time by similar notice. CONTINGENT UPON APPROPRIATIONS Where activities provided for in the contract extend beyond the current fiscal year,continued expenditures by APA are contingent upon Congress making the necessary appropriations required for the continued performance of APA obligations under the contract.The APA will ensure that the Department of 11 of 13 22. 23. 24. 25. Energy is made aware in timely fashion of any and all appropriations that APA considers necessary to allow APA to continue to perform its obligations under the contract.In case such appropriation is not made,all parties are hereby released from these contractual obligations and from all liability due to the failure of Congress to make such appropriation for the period of time during which appropriations are not available to APA. OFFICIALS NOT TO BENEFIT No Member of or Delegate to Congress or Resident Commissioner shall be admitted to any share or part of this contract,or to any benefit arising from it. However,this clause does not apply to this contract to the extent that this contract is made with a corporation for the corporation's general benefit. COVENANT AGAINST CONTINGENT FEES The Contracting Utilities warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission,percentage,brokerage,or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contracting Utilities for the purpose of securing business.For breach or violation of this warranty,APA shall have the right to annul this contract without liability or in its discretion to deduct from the contract price or consideration the full amount of such commission,percentage, brokerage,or contingent fee. CONTRACT WORK HOURS AND SAFETY STANDARDS The contract,to the extent that it is of a character specified in Section 103 of the Contract Work Hours and Safety Standards Act (Act),40 U.S.C.A.{329 (1986),is subject to the provisions of the Act,40 U.S.C.A.{{327-333 (1986), and regulations promulgated by the Secretary of Labor pursuant to the Act. EQUAL OPPORTUNITY EMPLOYMENT PRACTICES Section 202 of Executive Order No.11246,43 Fed.Reg.46501 (1978),which provides,among other things,that the Contracting Utilities will not discriminate against any employee or applicant for employment because of race,color, religion,sex,or national origin,is incorporated by reference in the contract. 12 of 13 26.CONVICT LABOR The Contracting Utilities agrees not to employ any person undergoing sentence of imprisonment in performing this contract except as provided by 18 U.S.C. 4082(c)(2)and Executive Order 11755,December 29,1973. 13 of 13 EXHIBIT A OPERATING AGREEMENT EXHIBIT A OPERATING AGREEMENT 1.An operating committee consisting of one representative from each of APA, Chugach,MEA and ML&P shall be formed to decide or resolve operational matters not specified in the contract.The committee shall meet as necessary but not less than annually.The committee is not empowered to change any of the contract provisions. Committee decisions shall be by majority vote with each representative having equal weight.: 2.Chugach's share of capacity and energy is 9/30,MEA's share of capacity and energy is 5/30,and ML&P's share of capacity and energy is 16/30. 3.Each Contracting Utilities shall have the right to schedule during any hour its share of the plant capacity to generate power using its own energy allocation as needed to meet its own system loads,provided its energy account is not less negative than 22500 times its share of capacity.(Example:Chugach -6750 MWh= -22500x9/30)A Contracting Utilities may utilize the capacity share of another Contracting Utilities with its own energy allocation if that other Contracting Utilities is not using the capacity and agrees to the use. 4,Spinning reserves from the plant shall be allocated to each Contracting Utilities on a pro rata basis on its share of project capacity net of any project generation scheduled by the Contracting Utilities.Any Contracting Utilities may schedule its full capacity share,if both units.are then capable of operation at full output,by scheduling at least 5 MW of energy for that hour in which case both units will be operated by the dispatcher. 5.The net energy diverted by AWWU shall be deemed to have been energy delivered to and purchased by ML&P.The net energy diverted shall be calculated by subtracting the energy delivered to MEA by the Eklutna Water Treatment Plant energy recovery system from the amount of energy that could have been produced by the Eklutna Power Plant if the water delivered to the water treatment plant had instead been run through the power plant.AWWU shall either pay ML&P for the net energy diverted or replace it in kind as determined by separate agreements among APA, AWWU and ML&P. 6.At the beginning of each year,APA shall allocate all energy available for that year among the Contracting Utilities in proportion to their shares.All energy available shall be allocated unless there is a significant planned outage for that year.Whenever conditions significantly change the total energy available,APA shall allocate the change among the Contracting Utilities in proportion to their shares.For purposes of 1 of4 allocating power and keeping track of energy account balances only,the year will start November 1 and end October 31. 7.APA shall maintain an energy account for each Contracting Utilities.Allocations of energy shall be credited to the accounts and energy deliveries shall be debited from the accounts at the end of each month. 8.Should a spill condition occur,APA shall calculate the amount of energy spilled and the energy accounts shall be reduced by an amount equal to the lessor of 1)the amount of energy spilled or 2)the amount in the energy accounts at the start of the spill as follows:The reduction shall be allocated among Contracting Utilities in proportion to the ratio that Contracting Utilities energy account at the start of the spill divided by the sum of all Contracting Utilities energy accounts at the start of the spill. (A negative energy account shall be treated as a zero value for the purpose of the ratio allocation.An energy account cannot become more negative as a result of the spill.)All energy generated during the period of the spill shall not be added to nor subtracted from the energy accounts.APA will take meter readings at the beginning and end of the spill period. EXAMPLES Share Account before Spill Share of Spill Account after Spill Chugach 30%2,700 319 2,381 MEA 17%4,500 531 3,969 ML&P 53%-:18,200 2,150 16,050 Total 100%25,400 3,000 22,400 Share -Account before Spill Share of Spill Account after Spill Chugach 30%2,700 1,125 1,575 MEA 17%4,500 1,875 2,625 ML&P 53%-2,000 0 -2,000 Total 100%5,200 3,000 2,200 Share Account before Spill Share of Spill Account after Spill Chugach 30%:2,700 2,700 - MEA 17%1,500 1,500 - ML&P 53%500 500 - Total 100%4,700 4,700 - 9.Should Eklutna Lake elevation rise to the spill level,then the plant shall be run at the maximum output possible,to the extent system reliability and operating 2 of4 conditions allow,until the lake elevation is reduced below the spill level.Each Contracting Utilities shall be entitled to its project share of the energy generated during this period.If a Contracting Utilities does not utilize its full project share,the remainder shall be apportioned among the other Contracting Utilities in proportion to their project shares.This extra energy shall not be subtracted from the energy account. 10.The Eklutna generator output voltages shall be controlled to maintain system voltage profiles as adopted by the operating committee but remaining within the reactive and real power limits for the units.Operation of the Eklutna generators at less than .90 power factor will be avoided unless unanimously agreed upon by the operating committee.If the production of reactive power reduces the real power output,the reduction shall be apportioned among the Contracting Utilities in proportion to that hour's generation schedule for each Contracting Utilities. 11.The energy produced and delivered to the Contracting Utilities shall be metered at the Eklutna power Plant (net outputs on the Anchorage line and Palmer line plus output on the Twin Peaks line minus any APA use outside this boundary)and the AWWU Eklutna energy recovery unit.Three percent (3%)of the net plant output shall be delivered to supply Contracting Utilities system losses and shall not be counted as energy delivered to the Contracting Utilities.The intent of the 3%is to compensate for the historical level of transmission losses incurred in transferring Eklutna power to Palmer,Eagle River and Anchorage. 12.APA shail contract with one of the Contracting Utilities to be the Eklutna Dispatcher..The Eklutna Dispatcher shall operate the power plant within that Contracting Utilities'"control area"which is defined as "a system capable of regulating its generation in order to maintain its interchange schedule with other systems and contribute its frequency bias obligation to the Interconnection".APA shall make best efforts to have the Eklutna Power Plant included in its dispatcher's automatic generation control (AGC)system.The Eklutna Dispatcher shall operate the plant in accordance with this Exhibit A and honor each Contracting Utilities' scheduling request to the extent possible within the operating guidelines prescribed by APA.At the end of each month,the Eklutna Dispatcher shall provide APA with an accounting of the energy scheduled by each Contracting Utilities. 13.APA shall provide its dispatcher with the most flexible operating guidelines possible within good engineering practices.These guidelines should at least include: minimum down time before restarting a unit;maximum number of unit starts per day; minimum unit output while operating;maximum unit output while operating;and,any unit operating ranges to be avoided. 14."ML&P Net Delivered kWh"shall be the balance remaining after subtracting from the APA energy delivered to the purchasers;CEA,MEA,and APA quantities of energy 3 of4 invoiced,as if it were taken at the Anchorage Substation."ML&P Net Delivered kWh" is used in the wheeling calculations for ML&P and CEA in Exhibit B.(The assumption is that ML&P's energy from Eklutna is delivered to Anchorage Substation.)The preceding definition applies while ML&P is operating the Eklutna project within their control area.If the project is operated by Chugach within its control area,then "ML&P Net Delivered kWh"shall be the amount of energy scheduled to be delivered to ML&P as if it were taken at the Anchorage Substation. 15.IN WITNESS WHEREOF,the parties hereto have caused this contract to be executed the day and year first above written. CHUGACH ELECTRIC ASSOCIATION,INC;MUNICIPALITY OF ANCHORAGE ANCHORAGE,ALASKA ANCHORAGE,ALASKA By ee ae ByEugeneA.Rjornstad Title General Manager Title \Mm 2 Address Address MATANUSKA ELECTRIC ASSOCIATION,INC; PALMER,ALASKA ALASKA POWER ADMINISTRATION (Oba (JUNEAU,ALAS "y Srmo ,LALLAWayneCrmonyMitighaelA.Deihl Title Administrator Title General Manager Address Address 4 of4 RECOMMEND FOR APPROVAL RECOMMEND FOR APPROVAL aan A eeGeorge}-¥akalis”Thomas R.Stahr Operations Manager General Manager Municipality of Anchorage Municipal Light and Power FUNDS AVAILABLE 295329 POO FRO ESTORSSO 34,00,000.00 199SOns GoatBudyetCro,4 ad Chef Fiscal Officer ATTEST Department of Finance Vickie Cantrell jAlape ty[x7 Municipal ClerkMunicipalityofAnchorage EXHIBIT B ESTIMATE OF FIRM AND NON-FIRM ENERGY QUANTITIES AND COMPUTATIONS OF ANNUAL ENERGY AND WHEELING CHARGES EXHIBIT B Estimate of Firm and Non-Firm Energy (APA PRS) Year Firm Energy (MWH)Non-Firm Energy (MWH) 1994 153,000 11,000 1995 145,000 O 1996 153,000 11,000 1997 134,000 0 1998 153,000 11,000 1999 153,000 11,000 2000 153,000 11,000 2001 153,000 11,000 2002 153,000 11,000 2003 153,000 11,000 2004 153,000 11,000 2005 153,000 11,000 Computation of Annual Energy and Wheeling Payment The total Annual Payment will be the sum of the Annual Energy Payment plus Annual Wheeling Payment.The Contracting Utilities will be billed for electric energy calculated annually each fiscal year beginning October 1,payable in twelve equal monthly payments.The amount of each annual energy installment shail be established in advance by the contracting officer in consultation with the Contracting Utilities and submitted to the Contracting Utilities in the form of Contract Exhibit B on or before October 1 of the year preceding the appropriate fiscal year. 1)Annual Energy Payment:multiply the FERC-approved rates for firm and non-firm energy times the projected energy sales shown in the APA Power Repayment Study (PRS);used to support the FERC- approved rates,except when provision in Article 16 of the contract determines the amount of energy to be billed;plus 2)Annual Wheeling Payment:Each year multiply the respective metered amounts of power and energy wheeled for each Contracting Utilities over APA transmission lines in the previous year (12 months)by the FERC-approved rate.Each Contracting Utilities will pay their respective wheeling charges for the previous year. Wheeling Calculations: 1 of4 The previous years wheeling will be calculated using the following formulas: CEA: MEA: ML&P: The energy wheeled for CEA shall be the sum of the net metered flow North on the APA North Line at ML&P Plant Two plus "ML&P Net Delivered”plus the metered flow out of the APA system into CEA University Substation (CB 2005). EXAMPLE:APA North Line net North +2,000,000 kWh MLA&P Net Delivered +6,000,000 kWh University CB 2005 APA OUT +1,000,000 kWh Total 9,000,000 kWh The energy wheeled for MEA shail be the sum of the metered flow into the Dow and Palmer Substations minus the 115 kV Palmer Line NET quantity.The 115 kV Palmer NET quantity shall be metered flow OUT minus the metered flow IN values on the 362 meter.A negative energy value for wheeling shall be treated as zero energy flow. EXAMPLE:Dow Substation +3,000,000 kWh Palmer Substation +1,000,000 kWh 115 kV Palmer Line NET -_1,000,000 kWh Total 3,000,000 kWh The energy wheeled for ML&P shall be the sum of the total metered flow into the APA South Line at ML&P Plant Two (circuit breakers 115-18 and 115-19),at Anchorage Substation (ML&P CB 1162),and at CEA's University Substation (CB 2005 OUT (APA IN))minus "ML&P Net Delivered." EXAMPLE:APA South Line Plant 2 IN +23,000,000 kWh ML&P CB 1162 IN +O kWh CEA CB 2005 APA IN +O kWh ML&P Net Delivered -__6,000,000 kWh 17,000,000 kWh NOTE:+is into APA -is out of APA ML&P Delivered Net will be calculated as follows: Net Eklutna Energy Delivered shall be the sum of the net values of the Eklutna Powerplant delivery points known as the 115 kV Anchorage line (CB 462),the 115 kV Palmer line (CB 362),AWWU energy depleted,and the 12.47 kV Twin Peaks line.System losses are calculated to be 3%of the total Net Eklutna Energy Delivered.APA ENERGY DELIVERED TO THE 2o0f4 PURCHASERS shall equal the NET Eklutna Energy Delivered minus the 3% calculated system losses. MEA monthly energy delivered shall be determined by a monthly scheduled amount as provided by MEA and it shall be shown as MEA DELIVERED. CEA monthly energy delivered shall be determined by a monthly scheduled amount plus the AWWU recovery amount minus APA Use and shown as CEA DELIVERED.The scheduled delivered amount is the monthly scheduled interchange with ML&P (from Eklutna)minus MEA Delivered and the losses (both scheduled and month end true-up )supplied by the Eklutna Project. ML&P energy delivered shall be the balance remaining after subtracting from the APA Energy Delivered to the Purchasers;CEA Delivered,MEA Delivered, and APA Use,as if it were taken at the Anchorage Substation,and shown as ML&P NET DELIVERED. An example of the above is: Net Eklutna Energy Delivered +21,000,000 kWh (Metered) 3%Loss -630,000 kWh (21,000,000 x .03) APA Energy Delivered to the Purchasers +20,370,000 kWh APA Use -1,000 kWh (Metered) CEA Delivered '=6,000,000 kWh (Scheduled) MEA Delivered -__2,000,000 kWh (Calculated)- ML&P Net Delivered +12,369,000 kWh 3 of4 IN WITNESS WHEREOF,the parties hereto have caused this contract to be executed the day and year first above written. CHUGACH ELECTRIC ASSOCIATION,INC; ANCHORAGE,ALASKA Gs MN ReByEugeneR.Bigrnstad GQ Title General Manager Address MATANUSKA ELECTRIC ASSOCIATION,INC; PALMER,ALASKA By Wayne Carmony Title General Manager Address 4o0f4 MUNICIPALITY OF ANCHORAGE ANCHORAGE,ALAS L Title Municipal Manager Address By ALASKA POWER ADMINISTRATION JUNEAU,ALASK By ael A.Deihl Title Administrator Address RECOMMEND FOR APPROVAL RECOMMEND FOR APPROVAL AOU Bh,2'George J.Vakalis -Thomas R.Stahr Operations Manager General Manager Municipality of Anchorage Municipal Light and Power FUNDS AVAILABLE 0530 SOO $820)SSFORVOCO $4600,00¢.00 199S Operat.rg Budget F deny Anderson . Chief Fiscal Officer ATTEST Department of Finance Vickie Cantrell ,nate 7yrMunicipalClerkMunicipalityofAnchorage EXHIBIT C POINTS OF DELIVERY EXHIBIT C Electric power and energy furnished and wheeled by APA to Chugach shall be delivered and measured at the following points: A.At the one hundred fifteen (115)kilovolt line side span to terminal of APA CB 462 and disconnect 569 located in the Eklutna Powerplant switchyard. Power and energy will be delivered at the nominal voltage of one hundred fifteen (115)kilovolt at the point of delivery specified. At the one hundred fifteen (115)kilovolt line side span to terminal of APA CB 362 and disconnect 569 located in the Eklutna Powerplant switchyard. Power and energy will be delivered at the nominal voltage of one hundred fifteen (115)kilovolt at the point of delivery specified. At the one hundred fifteen (115)kilovolt slack span entering the Anchorage Substation attached to CEA circuit breaker 2400.Power and energy will be delivered at the nominal voltage of one hundred fifteen (115)kilovolt and will be measured at the one hundred fifteen (115)kilovolt at Chugach University Substation CB 2005 using CEA metering equipment. Electric power and energy furnished and wheeled by APA to Matanuska shail be delivered and measured at the following points: A.At the one hundred fifteen (115)kilovolt line side span to terminal of APA CB 462 and disconnect 569 located in the Eklutna Powerplant switchyard. Power and energy will be delivered at the nominal voltage of one hundred fifteen (115)kilovolt at the point of delivery specified. At the one hundred fifteen (115)kilovolt line side span to terminal of APA CB 362 and disconnect 569 located in the Eklutna Powerplant switchyard. Power and energy will be delivered at the nominal voltage of one hundred fifteen (115)kilovolt at the point of delivery specified. At the six thousand nine hundred (6,900)volt terminal of the MEA 6.9- 12.47 KV power transformer for the 12.47 KV Twin Peaks line located at the Eklutna Powerplant.Power and energy will be delivered at the nominal voltage of six thousand nine hundred (6,900)volts and will be measured at six thousand nine hundred (6,900)volts at the point of delivery specified. At the point near structure #7/6 where the MEA one hundred fifteen thousand (115)volt line taps the APA Eklutna-Palmer 115 KV line.Power and energy will be delivered at the nominal voltage of one hundred fifteen thousand (115)volts and will be measured at twelve thousand four hundred 1 of3 seventy (12,470)volts at the Dow Substation low side of power transformer using MEA metering equipment. At the low voltage twelve thousand four hundred seventy (12,470)voit terminal of the APA 115-12.47 KV power transformer in the Palmer Substation.Power and energy will be delivered at the nominal voltage of twelve thousand four hundred seventy (12,470)volts at the point of delivery using MEA metering equipment. At the twelve thousand four hundred seventy (12,470)volt bus of the Municipality of Anchorage/Anchorage Water and Wastewater Utility's Eklutna Water Project.Power and energy will be delivered at the nominal voltage of twelve thousand four hundred seventy (12,470)volts at the point of delivery using MEA metering equipment. Electric power and energy furnished and wheeled by APA to ML&P shall be delivered and measured at the following points: A.At the one hundred fifteen (115)kilovolt line side span to terminal of APA CB 462 and disconnect 569 located in the Eklutna Powerplant switchyard. Power and energy will be delivered at the nominal voltage of one hundred fifteen (115)kilovolt at the point of delivery specified. At the one hundred fifteen (115)kilovolt line side span to terminal of APA CB 362 and disconnect 569 located in the Eklutna Powerplant switchyard. Power and energy will be delivered at the nominal voltage of one hundred fifteen (115)kilovolt at the point of delivery specified. At the one hundred fifteen thousand (115)volt bus in the Anchorage Substation attached to ML&P CB 1162 known as APA South Line.Power and energy will be delivered at the nominal voltage of one hundred fifteen thousand (115)volts and will be measured at one hundred fifteen thousand (115)volts at the point of delivery specified using ML&P metering equipment. At the one hundred fifteen thousand (115)volt bus in the ML&P Plant Two Substation for CB 115-21 and 115-22 known as APA North Line.Power and energy will be delivered at the nominal voltage of one hundred fifteen thousand (115)volts and will be measured at one hundred fifteen thousand (115)volts at the point of delivery specified using ML&P metering equipment. 2 of3 IN WITNESS WHEREOF,the parties hereto have caused this contract to be executed the day and year first above written. CHUGACH ELECTRIC ASSOCIATION,INC; ANCHORAGE,ALASKA ey CrateNVELEugeneN.Biornstad |SN Title General Manager Address MATANUSKA ELECTRIC ASSOCIATION,INC; PALMER,ALASKA By 'Wayne Catmony Title General Manager Address 3 of3 MUNICIPALITY OF ANCHORAGE ANCHORAGE,ALASK Title Munmerpal Manager Address ALASKA POWER ADMINISTRATION JUNEAU,ALASKA Title Administrator Address RECOMMEND FOR APPROVAL RECOMMEND FOR APPROVAL FACI,GQ fan 2GeorgeJ>Vakalis Operations Manager General Manager Municipality of Anchorage Municipal Light and Power FUNDS AVAILABLE OS30 PSOO FRO!SSS ROCCO B4 600,000.00|99S aerating Bu Sage ATTEST Department of Finance Vickie Cantrell unicipal Clerk Municipality of Anchorage EXHIBIT D SCHEDULE OF RATES FOR FIRM ENERGY, NON-FIRM ENERGY,AND WHEELING Schedule A-F11 UNITED STATES DEPARTMENT OF ENERGY ALASKA POWER ADMINISTRATION Eklutna Project,Alaska SCHEDULE OF RATES FOR WHOLESALE FIRM POWER SERVICE EFFECTIVE: October 1,1994 for a maximum of five years. AVAILABLE: In the area served by the Eklutna Project,Alaska. CHARACTER AND CONDITIONS OF SERVICE: Alternating current,sixty cycles,three-phase,delivered and metered at the low-voitage side of substation. MONTHLY RATE: Capacity charge:None. Energy charge:All energy at 18.7 mills per kilowatthour. MINIMUM ANNUAL CAPACITY CHARGE: None. BILLING DEMAND: Not applicable. ADJUSTMENTS: For transformer losses:If delivery is made at the high-voltage side of the customer's substation but metered at the low-voltage side,the meter readings will be increased 2 percent to compensate for transformer losses. For power factor:None.The customer will normally be required to maintain power factor at the point of delivery of between 90 percent lagging and 90 percent leading. For auxiliary power service:Auxiliary power supplies may be used in conjunction with the service hereunder if the parties hereto,prior to the Contracting Utilities'utilization of any such auxiliary power supply,have entered into a written operating agreement defining the procedure by which the amount of power and energy will be determined. 1 of3 ray Schedule A-N12 UNITED STATES DEPARTMENT OF ENERGY ALASKA POWER ADMINISTRATION Eklutna Project,Alaska SCHEDULE OF RATES FOR WHOLESALE NON-FIRM POWER SERVICE EFFECTIVE: October 1,1994 for a maximum of five years. AVAILABLE: In the area served by the Eklutna Project,Alaska. APPLICABLE: To firm power customers normally maintaining generating facilities or other sources of energy sufficient to supply their requirements. CHARACTER AND CONDITIONS OF SERVICE: Alternating current,sixty cycles,three-phase,delivered and metered at the low-voltage side of substation.a MONTHLY RATE: Capacity charge:None. Energy charge:All energy at 10.0 mills per kilowatthour. MINIMUM CHARGE: None. BILLING DEMAND: Not applicable. ADJUSTMENTS: For character and conditions of service:None. For transformer losses:If delivery is made at the high-voltage side of the customer's substation but metered at the low-voltage side,the meter readings will be increased 2 percent to compensate for transformer losses. 2 of3 Schedule A-W3 UNITED STATES DEPARTMENT OF ENERGY ALASKA POWER ADMINISTRATION Eklutna Project,Alaska SCHEDULE OF RATES FOR WHOLESALE WHEELING SERVICE EFFECTIVE: October 1,1994 for a maximum of five years. AVAILABLE: In the area served by the Eklutna Project,Alaska. APPLICABLE: To all non-Federal power transmitted over Eklutna Project transmission facilities for the benefit of Project customers. CHARACTER AND CONDITIONS OF SERVICE: Alternating current,sixty cycles,three-phase,delivered and metered at the low-voltage side of substation.: MONTHLY RATE: Capacity charge:None. Energy charge:All energy wheeled for others at .3 mills per kilowatthour. MINIMUM CHARGE: None. BILLING DEMAND: Not applicable. ADJUSTMENTS: For character and conditions of service:None. For transformer and transmission losses:As specified in wheeling contracts. 3 of3 ?wwesmaeee oe iO foo. AGREEMENT fies executed by the .. UNITED STATES OF AMERICA DEPARTMENT OF ENERGY ALASKA POWER ADMINISTRATION and | CHUGACH ELECTRIC ASSOCIATION,INC.; relating to the construction and operation ofaportionofthePointMacKenzie-University Line as related to the Eklutna-Anchorage Line Index to Sections . Section Page 1.Term of Agreement hanseececceccccececeseseceeeseeserseeeseuces 3 Termination of Agreement sanececccevceceocacecececcoscesascscse'”3 >.Revision of Right-of-Way Permit seleccescccscsscceccceccecicces h4.Description of Facilities dececceccecccccececececceececcccecees.5 :5.Construction and Operation of Facilities nccccecccccccccccccccs)6 "6.Removal of Facility sececeedenesecccesececesnseececsocsesseners 37.Review of Specifications soedeseneeeensseseseeneeseneeeenens 98.Standards of Construction,Operation and Maintenance ceseceeces )9 9.Title to Facilities donccecceececeeecceccesececcleccececser cues 10 10.Recognition of Contractual Obligations sccecccbeccecceccecceces 10 11.Uncontrollable Forces seseseteceeeesseeeesensseeeceeceeeeeeeee '12 .12.Liability for Accident or Damage ccseneneseseneescenesetsenes 1313.Provisions Required by Statute or Executive order neccesccsones 13 +ome.emremem be Notice Coe ee oa eo oe SSS HSCHSHHSHHHREH SHH CESS HHHOHSHEHTESC OHH OSS ESH SESS 13 5.Assignment of Contract ..cccccccccccccccccccvccsccccccccsscvecs 14 16.Future Use of Right-of-Way veuecececcecececceccecsscetecceceece Exhibit A Provisions Required by Executive order 'Exhibit B Right of Way Map,Dwg No.108-706-1,sheet 1 of 3 , -108-706-2,sheet 2 of 3 108-706-3,sheet 3 of 3 Supplement to 108-706-3 sheet titled Chugach Electric Association 230 kv Transmission Line Alternate Route aol Contract No.85-80AP10022.000 yal”THIS AGREEMENT,made and entered into this -_day of Mts =»1980,by and between the UNITED STATES OF AMERICAaT4 (hereinafter called "Government"),acting through the ALASKA POWER /ADMINISTRATION of the U.S.Department of Energy (hereinafter called ""Administration"),and CHUGACH ELECTRIC ASSOCIATION,INC.(hereinafter called "Chugach"), WITNESSETH: WHEREAS,the Government owns the Eklutna Hydroelectric Project (hereinafter called the "Project")and related facilities,including the transmission line and right-of-way therefor between the Project and Anchorage,Alaska (hereinafter called the "Eklutna-Anchorage Line"),and the Administration operates and maintains the foregoing facilities and markets electric power and energy produced at the Project;and WHEREAS,Chugach is an Alaska non-profit electric cooperative membership corporation which is engaged in the generation,transmission, and distribution of electric power and energy in Southcentral Alaska; and WHEREAS,Chugach entered into a contract with the Government, Contract No.85 79AP10004 executed October 13,1979,under which Chugach purchases electric power and energy from the Project for delivery at the Administration's Anchorage Substation over the Eklutna Anchorage Line; and WHEREAS,pursuant to similar contracts,the Administration is also obligated to sell and deliver electric power and energy to the age,successor to the City of Anchorage (hereinafter exuutwk LIV Lled "Anchorage"),likewise at the Anchorage Substation,and to ttanuska Electric Association,Inc.(hereinafter called "Matanuska")at various points of delivery on the latter's system;and WHEREAS,the Administration,Chugach,Anchorage,and Matanuska are likewise parties to an Operating Agreement,dated August 13,1969, which affects the above-mentioned power-sale agreements;and WHEREAS ,Chugach will construct,own,and operate an electrictransmissionlineandrelatedfacilitiesttointerconnectitsPt.MacKenzie and University Substations (hereinafter called the "Pr.MacKenzie-University Line"),a portion of which would parallel the Eklutna Anchorage Line;and WHEREAS,environmental,economic,and other relevant con-'siderations:support the construction and installation of the Eklutna- inchorage and Pt.MacKenzie-University Lines,insofar as they wouldotherwiseparalleloneanother,.on the right-of-way of the Eklutna Anchorage Line,as separate circuits on common structures,with due consideration for the Administration's contractual obligations to Anchorage and Matanuska;and WHEREAS,the Administration,Chugach,Anchorage,and Matanuska share a mutual interest in providing for both short and long range transmission capacity needed for their respective systems,and consider that the right-of-way of the Eklutna-Anchorage Line will be needed as 'a major power corridor for this purpose;and WHEREAS,Chugach has requested,and the Administration has reed to a comprehensive agreement between the parties under which wsuugach will construct and install a double-circuit line on the afore- said right-of-way,as hereinafter described,one circuit of which will be dedicated to furnishing transmission capability to the Administration; and WHEREAS,the Administration and Chugach desire that actions pursuant to this agreement facilitate optimum future use of the aforesaid right-of-way to the mutual benefit 'of all area power systems; NOW,THEREFORE,the parties mutually agree as follows: 1.Term ofAgreement.This agreement shall be effective at 2400 hours on the date of its execution by authorized representatives of - the parties and its approval by the Administrator of the Rural Electrifi- eation Administration,whichever last occurs,(hereinafter called ."Effec- ive Date"),and will continue in effect for a period of thirty-five (35)years from the date that Circuit No.2,as hereinafter described, is made available to the Administration for the transmission of electric power and energy to its Anchorage Substation. 2.Termination of Agreement.Notwithstanding the term hereof as mentioned above,either party may give the other party one year's written notice of the termination of this agreement;provided,1£ the Administration gives such notice to Chugach,the latter shall have . three (3)years following the receipt thereof to remove its facilities from the Permit Right-of-Way,as the same is hereinafter described;and, provided further,if Chugach gives the Administration notice of termination,yoryteeweTakewesanalTTYwere94HY4REAwSaatkyAltherbAtatkgfS7RaPeseegwDrrerraparenHelsfrigetewae?bideaereds:akanYPaftw "gach shall,(1)either transfer to the Administration suth of Chugach's :ilities on the Permit Right-of-Way as may be required to furnish the transmission capabilities provided by the Eklutna-Anchorage Line as of the Effective Date,or (2)supply alternate facilities to the Administra- tion to provide such transmission capabilities.On the date that this agreement terminates by expiration of its term,and (1)if the Project is still operable,and (2)Chugach elects not to extend this agreement, or to enter into another agreement.to replace the same,then,and in such events,the Administration shall have the option of either (1) acquiring free of cost the portion of the Pt.MacKenzie-University Line - on the Permit Right-of-Way,or (2)requiring Chugach to remove its | facilities from the Permit Right-of-Way at any time within a three year period following expiration of this agreement.| 3.Revision of Right-of-Way Permit._The Administration will join Chugach in an application to the Bureau of Land Management,U.S.Department of the Interior,for the revision of the permit here-tofore issued to the Administration for the right-of-way for the Eklutna- -Anchorage Line to allow Chugach to erect,construct,and install,and tocontinuetooperate,maintain,repair,alter,inspect,replace,improve, relocate,and remove Chugach's Pt.MacKenzie-University Line,including the structures and other equipment and facilities incidental and appur- tenant thereto,over,in,under,and across a segment of the right-of- way now occupied by the Eklutna-Anchorage Line,generally described as follows,to wits aetomaowwiemeee Commencing at a point on the aforesaid right-of-way immediately south of Fossil Creek (said point being hereinafter called "Fossil Creek Point"),and continuing in said right-of-way toward Anchorage to a point one hundred fifty eight feet (158') North of the point at which the Eklutna-Anchorage Line makes a right-angle turn west along a line in,or parallel to,East Northern Lights Boulevard,as extended,approximately one-half mile east of Muldoon road (said point being hereinaftercalledthe"Northern Lights Point"),. as will more fully appear from a map reflecting the approximate bearings and distances thereof which is made a part of this Agreement as Exhibit "ZB",which said application will likewise include a request for the right of ingress and egressto and from the said premises,and 'the right. to cut and keep the premises clear of all trees,'shrubbery,undergrowth, and other obstructions as may be reasonably required for the construction, installation,operation,and maintenance of such facilities.The right- of-way which is the subject of the foregoing revised permit is heretofore nd hereinafter called "Permit Right-of-Way." 4.Description of Facilities.The Pt.MacKenzie-Univer- sity Line,insofar as the same will be located in the Permit Right-of- Way,will consist of two circuits of the same transmission capacity, designated Circuit No.1 and Circuit No.2,insulated for operation at 230 kv,and attached to single-tower steel structures erected at appro- priate intervals.Said tower structures shall be located in the westerly one-half of the Permit Right-of-Way in order to facilitate optinun future use of the right-of-way for additional transmission circuits, when and if needed.Circuit No.1 will be reserved for the exclusive use of Chugach;Circuit No.2,will be reserved for the exclusive use of the Administration for the transmission of electric power and energy. Circuit No.2 will be interconnected at the Fossil Creek Point with that ment of the Eklutna-Anchorage Line north thereof,and at the Northern Lights Point with that segment of the Eklutna-Anchorage Line west of the latter point. 5.Construction and Operation of Facilities. (a)Transmission capacity in Circuit No.1 surplus to the needs of Chugach shall be made available for use by other area utilities, 'including Anchorage and Matanuska,under appropriate wheeling contracts between Chugach and such other utilities.Transmission capacity in Circuit No.2 surplus to the needs of the Administration shall be made available for use by other area utilities including Anchorage,Matanuska, and Chugach under appropriate wheeling contracts between the Administra- tion and such other utilities.Initially Circuit No.'2 will be operated -115 kv.The Administration may elect at some future date to operate vareuit No.2 at 230 kv,and in such event the Administration will beresponsibleforanymodificationsofinterconnectionfacilitiesattheFossilCreekandNorthernLightsPoints,including installation ofnecessarystep-up and step-down transformation,to permit operation at'che higher voltage.The Administration shall be responsible for all | arrangements for such step-up and step-down transformers,including installation,operation,and maintenance. (b)The Administration's use of Circuit No.2 between the Fossil Creek and Northern Lights Points shall be without cost to the Administration,and shall be reserved for the transmission of electric ver and energy by the Administration,or by any party with whom the Administration may contract for the transmission of electric power and energy in either direction.Chugach shall be solely responsible for the costs of operating and maintaining its Pt.MacKenzie-University Line and related facilities,including Circuit No.2,between the Fossil Creek and Northern Lights Points. (c)Chugach shall give the Administration advance notice of its maintenance and repair schedules (excepting emergency maintenance and repairs,which are subject to Section 10 below),and shall obtain the Administration's concurrence when any such schedules require an ,outage on Cireuit No.2. (d)L£Chugach for any reason is unable to perform emergency »pairs to Circuit No.2 or related transmission facilities,the Adminis tration,upon clearanceby Chugach's dispatcher,shall have the right, but not the responsibility,to perform such repairs as are necessary to restore Circuit No.2 to service. (e)In the event an outage on Circuit No.2 prevents.the Administration from meeting obligations to others,Chugach shall,at the Administration's request,furnish a quantity of electric power and energy to the Administration equal to the quantity thereof the Adminis tration had scheduled to transmit over Circuit No.2,subject only to Chugach's determination that such electric power and energy can be made available over and above its other contractual obligations;provided, however,the Administration shall reimburse Chugach for the electric we oe ower and energy furnished to the Administration under this sub-section y replacing the same at a time,or times,mutually agreeable to the parties. (f)The present intertie between Anchorage and the Administration at Oil Well Road will be replaced by an intertie between Anchorage and Circuit No.2 at this same location. 6.Removal of Facility. (a)In order to allow for the construction of .Chugach's Pe.MacKenzie-University Line,it will be necessary that the segment of the Eklutna-Anchorage Line on the Permit Right-of-Way be removed.Ona date LS mutually determined by the parties,Chugach shall request that the_ Eklutna-Anchorage Line be de-energized,and Chugach will proceed withoeoe due diligence to remove those facilities in conflict with the construction ,eee -Pe ee i£its Pte MacKenzie-University Line.During the period that the Eklutna-.Anchorage Line is de-energized or removedto facilitate construction of the Chugach facility,Chugach shall supply electric power and energy totheAdministrationattheAnchorage_Subsstation,.in that quantity theAdministrationdetermineswouldhavebeenavailablefordeliveryto=aes Anchorage pursuant to its power sales agreenent_with the Administration.en ee ate ee ee EE ney mm «:vr ome ese te--aae (b)The Administration shall replace any electric energy delivered by Chugach pursuant to this section at times which are mutually agreeable;.provided,however,such amount of electric energy replaced | shall be reduced by the amount of energy which the Administration determines was lost to the Project by spill as the result of the de-energization of the Eklutna-Anchorage Line hereunder. sammee oo eerrrary (c)All material salvaged from the Eklutna-Anchorage Line by unugach shall be delivered to the Administration at the Project,or other place within the Municipality of Anchorage designated by the Administration,for further disposition. 7.Review of Specifications.The Administration,Anchorage and Matanuska,as interested parties in the reliability of Circuit No. 2,will have 45 days in which to review the specifications for thatsegmentofthePr.MacKenzie-University Line,including appurtenant - facilities and equipment,to be located on.the Permit Right-of-Way,and Chugach will fully consider,prior to their finalization,any suggestions or comments with respect to such specifications.Chugach will also furnish to.the Administration,Anchorage and Matanuska,a one-line "fagram reflecting Chugach's designof its Pt.MacKenzie-University | _ine.Chugach shall provide the Administration a complete set of the plans,specifications,and as-built drawings of the Pt.MacKenzie- University Line as intially constructed,or as thereafter substantially modified. 8.Standards.of Construction,Operation,and Maintenance... Chugach will (1)prepare plans and specifications and (2)perform the construction and installation of Circuit No.1 and Circuit No.2 in a manner which will meet applicable standards of the utility industry,the Rural Electrification Administration,the National Electric Code,and the requirements of local,State,and Federal law.Chugach will likewise operate and maintain its transmission and related facilities on the the Permit Right-of-Way pursuant to the standards of applitable codes, sgulations,industry practice,and legal requirements. 9.Title to Facilities.Except as provided in Section 2 hereof,Chugach will retain title to all facilities and equipment erected, constructed,installed,or placed by Chugach on the Permit Right-of-Way, and Chugach will have the rightto remove any and all such property as hereinabove and hereinafter provided. 10.RecognitionofContractual Obligations.The parties _hereto mutually understand and recognize that (a)Anchorage,Matanuska,. and Chugach are preference purchasers of electric power and energy generated at the Project,(b)that each of said parties likewise has a power-supply contract with the Administration,(c)that the aforesaid parties,that is,the Administration,Chugach,Anchorage,and Matanuska, 'ave entered:into contracts with respect to power-supply from the Project, and (d)that the ability of the Administration to meet its obligations to Anchorage and Chugach under their respective contracts,as supplemented and modified,depends upon the availability of a reliable transmission circuit of adequate capacity between the Project and the Anchorage Substation.Chugach warrants,therefore,that it will maintain and operate Circuit No.2 so as to insure a reliable power supply,insofar |as such circuit is concerned,between the Project and the Anchorage Substation,but it is mutually understood and agreed that Chugach,by | its foregoing warranty,assumes no greater liability with respect to the transmission of electric power and energy to the Anchorage Substation 'than the Administration would have had Circuit No.2 not have been utilized for such purpose,and the Administration had continued to transmit power and energy to its Anchorage Substation solely by means of enaoy”' ll Ve Eklutna-Anchorage Line.It is further mutually understood and greed that Chugach will likewise not be liable for any interruptions in the transmission of electric power and energy over Circuit No.2,or the reduction in the voltage or quantity thereof,due to (a)uncontrollable forces,as defined below,(b)the operation of devices installed for power system protection,and (c)the necessity or desirability,as mutually determined by the parties,to make repairs,replace or install equipment,or to make investigations and inspections,but Chugach reserves the right to interrupt the transmission of electric power and energy over Circuit No.2,-or to reduce the same without first consulting with the Administration,when an emergency,as determined by Chugach, requires immediate action,in which event Chugach will thereafter give the Administration notice thereof as expeditiously as circumstances will sasonably permit.Chugach will take diligent action to restore full - use of Circuit No.2 to the Administration in the event that such service .is interrupted or diminished. It is the intent of this agreement that the contractual rights of Anchorage and Matanuska,as of the Effective Date,to receive electric power and energy from the Project shall not be prejudiced by the provisions of this agreement,and that the revenues and operating costs of the Project shall not be detrimentally affected by the revisions to the Eklutna-Anchorage Line as provided in this agreement. ll.Uncontrollable Forces.Neither party will be considered to be in default in respect to any obligation hereunder,if prevented from fulfilling such obligation by reason of uncontrollable forces,the rm uncontrollable forces being deemed for the purpose of this agreement 12 "9 mean any Cause beyond the control of the party affected,including, it not limited to,failure of facilities,flood,earthquake,storm, fire,lightning,epidemic,war,riot,civil disturbance,sabotage,and restraint by court or public authority,which by exercise of due diligence and foresight such party could not reasonably have been expected to avoid.Either party rendered unable to fulfill any obligation by reason of uncontrollable forces shall exercise due diligence to remove such inability with all reasonable dispatch._12.Liability for Accident or Damage.Chugach shall save and hold the Administration and its employees harmless from liability or loss in all suits or claims for damage or injury to property or persons which may be caused by,or in any way be attributed to,the operation or maintenance of the Pr.MacKenzie-University Line,or that portion of the '_lutna Anchorage Line operated by Chugach as Circuit No.2 of the Pt. 'MacKenzie-University Line,except where such injury or damages result from the negligence of the Administration,its employees,or representa tives.. 13.Provisions Required by Statute or Executive Order.The provisions required by statute or executive order to be made a parte hereof are attached hereto as Exhibit A and are made a part of thisagreement.Chugach shall be the contractor mentioned therein.- 14.Notice:Whenever written notice is required or con- iient hereunder,such notice will be considered to have been delivered when deposited in the United States mail,postage prepaid,and addressed to: Administrator,or General Manager Alaska Power Administration _Chugach Electric Association, Inc.U.S.Department of Energy 'P.O.Box 3518 P.O.Box 50 | _Anchorage,Alaska 99501, Juneau,Alaska 99302,as the case may be;provovided,either party maychangeitsaddressofrecord.by similar written notice to the 'other |party. 15.Assignment of Contract.This contract shall inure to the benefit of,and shall be binding upon the respective successors and ssigns of 'the parties to this contract;provided,however,that neither : such contract nor any interest therein shall be transferred or assigned by either party to any party,other than the United States and agency thereof;without the written consent of the other. 16.Future Use of Right-of-Way.Chugach and the aministra- tion recognize that there is high probability that additional transmission circuits will be proposed along the Permit Right-of-Way between the Fossil Creek and Northern Lights Points,and that with minor modifications, the existing right-of-way could accommodate construction of a second | double-circuit 230 kv line on the easterly portion of the right-of-way. This agreement does not preclude a proposal from another utility,State Power Authority,or the Administration to construct and operate additional transmission circuits on the easterly portionof the Permit Right-of- lay.Further,it is not the intention of the Administration or Chugach :°;14 -'to oppose such a proposal except on a demonstration that the proposal is pstantially detrimental to the concept of maximum utilization of the ice Right-of-Way for the mutual benefit of all concerned.IN WITNESS WHEREOF,the parties hereto have caused this agree- ment to be executed in several counterparts,all as of the day and year first above mentioned. UNITED STATES OF AMERICA Department of Energy Alaska Power Administration Juneau,Alaska whit,GoAdministrator CHUGACH ELECTRIC ASSOCIATION,INC. Ltard belomokPresidented Ek>beeeee -ne its . a ". . e . .e . . e we.. . . aoe | . . ve..* ° . ot ° . . . oe oe . : ay a. oo. . . . - . . . . t é e . . . . PROVISIONS REQUIRED BY STATUTE OR EXECUTIVE ORDER 1.Contract Work Hours and Safety Standards. This contract,to the extent that it is of a character specified in the Contract Work Hours and Safety Standards Act (40 U.S.C.327-333), is subject to the following provisions and to all other applicable pro- visions and exceptions of such Act and the regulations of the Secretary . of Labor thereunder.(a)Overtime requirements."No Contractor or"subcontractor con=tracting for any part of the contract work which may;reqaixe or"involve,the employment of 'laborers,mechanics,apprentices,trainees,watchmen; and guards shall 'require 'or permit any laborer,mechanic,apprentice, trainee,watchman,or guard in any workweek in which he is employed onuchworktoworkinexcessofeighthoursinany'calendar aay oxdinexcessof40hoursinsuchworkweekonworksubjecttothe'provisions*of the Contract Work Hours and Safety Standards Act unless such Jaborer,mechanic,apprentice,trainee,watchman,or guard receivess compensationataratenotlessthanoneandone half times his basic rate of pay for all such hours worked in excess of eight hours in any calendar Gay or inexcessof40hoursinsuchworkweek,whichever is the greater number of -overtime hours. (b)Violation;liability for unpaid wages:liquidation of damages. In the event of any violation of the provisions of subsection (a)»the °Contractor and any subcontractor responsible therefor shall be jiable to any,affected employee for his unpaid wages.In addition,|suchContractorandsubcontractorshall&be liable to the United States for liquidated damages.Such liquidated damages shall be computed with respect.to each individual laborer,mechanic,apprentice,trainee,Poe28ema )2 .chman,or guard employed in violation of the provisions of subsection {a}in the sum of $10 for each calendar day on which such employee was required or permitted to be employed on such work in excess of eight hours or in excess of his standard workweek of 40 hours without payment - of the overtine wages required by subsection (a). (c)Witholding for unpaid wages and liquidated damages,"TheAdministratormaywitholdfromtheGovernment'Prime"ontractor,from anyjnoneyspayableconaccountofwork'Performed by 'the Conractor or suscontractor,'such sums as may adainistratively be determined to be nece f essary to satisfy "any liabilities of such Contractor or subcontractorforunpaidwagesanddigquidateddamagesasprovidedintheprovisionsof subsection (b)above.(a)Subcontracts,The Contractor shall insert subsections auarough(d)of this section in all subcontracts,and shall require theirinclusionin,all subcontracts of any tier., (e))Records.'The Contractor shall maintain payroll recordscontainingtheinformationspecifiedin29CFR516.2(a).Such records"ghall be preservea for three years from the completion of the contract. 2.-Convict Labor.In connection with the performance of work under this contract,the Contractor agrees not to employ any person undergoing sentence of imprisonment except as provided by Public Law.89-176, September 10,1965,(18 U.S.C.4082 (c)(2))and Executive Order 211755; December 29,1973. °406 3.'Equal Employment Opportunity.(The following clause is applicable 78 °e -less this contract is exempt under the rules,regulations,and relevant ders of the Secretary of Labor (41 CFR,ch.60).) During the performance of this contract,the Contractor agrees as follows: (a)The Contractor will not discriminate against any employee ¢orapplicantforemploymentbecauseofxyace,'color,religion,sex,ornationalorigin.-The Contractor will take affirmativey action to ensurethatapplicantsareemployed,ana:that employees are treated during aemployment,without regard to race,color,religicn,sex,ox "national odorigin.Such action shall 'inelude,but not be limitea to,the following:employment,upgrading,demotion,or transfer;recruitment ox recruitment ;;| advertising;Layoff or termination;rates of pay or other forms 'ofcompensation;and selection for training,including apprenticeship..The ;ontractor agrees to 'Post in conspicuous places,available to employees .. ana applicants for employment,notices to be provided by the naninistratorsettingforththeprovisionsof'this Pqual opportunity clause::: (b)The Contractor will,in all solicitations or 'advertisenents.for employees placed by or on behalf of the Contractor,state that allqualifiedapplicantswillxeceiveconsiderationforemploymentwithout 'regard to race,color,religion,sex,or national origin.(c)The Contractor will send to each labor union or:representative .of workers with which he has a collective bargaining agreement or other :..”2 : contract or understanding,a notice,to be provided by the Administrator,advising the labor.union or workers'representative of the Contractor's commitments under this Equal Opportunity Clause,and shall post copies .or of the notice in conspicuous places available to employees and 'applicants i for employment. 'go that such provisions will be binding upon each subcontractor or wee %-°4 (dq)The Contractor will comply with all provisions of Executive zder No.11246 of September 24,1965,and of the rules,regulations, and relevant orders of the Secretary of Labor.° (e)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 his books,records,andaccounts.by the 'contracting agency and the Secretary of Labor for ,,purposes of investigation 'to "ascertain 'compliance with such rules,regulations,ana orders.7 os :-co a o o ah ..: (£)In the event.of the Contractor's5 noncoapliance withtheEqualopportunityclauseofthiscontractorwithanyofthesaid .-torules,regulations,or order,this contract may be cancelled,temminated,7oxsuspendedinwholeorinpart,and the Contractor may be declaredineligibleforfurther'Government contracts in accordance with proceduresauthorizedinExecutiveorderNo.11246 of September 24,1965,and Such .aothersanctionsmaybeimposedandremediesinvokedasprovidedinExecutiveorderNo.11246 of September 24,1965,or by rule,regulation,,or order of the Secretary of Labor,or as.otherwise provided by law.mc 7 a (g)The Contractor will include the provisions of paragraphs (a)3 through (g)in every "subcontract or Purchase order unless exempted byrules,regulations,or orders of the Secretary of Labor issued pursuant.: to section 204 of Executive Order No.11246 of September 24,1965, vendor.The Contractor will take such action with respect to any aT 5 ubcontract 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 asa result of such direction by the contracting agency,the'contractormay request the United States to enter into such Litigation ).to protect the interest of the|United States.4.Interest of Member of Congréss.;"No menbex of orx delegate tocongress,or xesident comissioner shall be admitted to.any 'share or +part of this contract or to any benefit that may arise therefrom,butthisprovisionshallnotbeconstruedtoextendtothiscontractifmadewithacorporationforitsgeneralbenefit.eseonesabtteOoteeEtotgytt-_--ccdatpols5oie Contract Now Le-LO°UUULZ19 AO BATIDR BinetFangWheeIngAgreemen ¥} UNITED STATES DEPARTMENT OF THE INTERIOR ALASKA POWER ADMINISTRATION Eklutna Project oy iinik Arm Ling : INTERCONNECTION AND WHEELING AGREEMENT (CHUGACH ELECTRIC ASSOCIATION,INC.) 1.This contract,made this-2lst day of June,1974,between the UNITED STATES OF AMERICA,hereinafter calléd "United States,"'rep- resented by the officer executing this contract,his duly appointed successor, or his duly authorized representative,hereinafter called "Contracting Officer," and CHUGACH ELECTRIC ASSOCIATION,INC.,an Alaska non-profit electric cooperative membership corporation of Anchorage,Alaska,hereinafter called "Contractor,"its successor and assigns: WITNESSETH: 2.WHEREAS,Contractor was organized to participate in the pro+ grams of the Rural Electrification Administration,United States Department of Agriculture,pursuant to the Rural Electrification Act of 1936,as amended, 7U.S.C.A.§901,et seq.,is financed in whole or in part by such Admini- stration,and is engaged in generating,transmitting,and distributing electric power and energy as a public utility;and 3.WHEREAS,Contractor has contracted with the United States, pursuant to Contract No.14-06-906(E)-3,dated December 7,1954,as sup- plemented and modified,for the purchase of electric power and energy from the latter's Eklutna Project;and 'y 4,WHEREAS,'pursuant to Contract No.14-15-0001-E-1,made September 24,1971,the United States also has contracted to furnish electric power and energy from its Eklutna Project to the Matanuska Electric Asso- ciation,Inc.,likewise an Alaska non-profit electric cooperative membership corporation of Palmer,Alaska,hereinafter called ''Matanuska,'"'which also participates in programs of,and is financed in whole or in part by,the afore- said Rural Electrification Administration;and 5S.WHEREAS,the parties hereto and Matanuska are likewise parties to that certain Operating Agreement,dated August 13,1969,which concerns the operations of the aforesaid Eklutna Project;and 6.WHEREAS,it is in the mutual interests of the parties hereto that Contractor interconnect its transmission line,designated the Knik Arm Line,to the facilities of the United States and Matanuska at the Reed Sub- station,as located and described in Contract No.14-15-QO01-E-1;.and 7.WHEREAS,it is likewise to the mutual benefit of the parties hereto,and to Matanuska,that Contractor be permitted to wheel electric power and energy over transmission facilities of the United States;thar the United States be permitted to wheel electric power and energy over trans- mission facilities of the Contractor;and that the parties be permitted to make the interconnections with their respective systems as may be necessary or convenient to such wheeling arrangements; , 8.NOW,THEREFORE,in consideration of the mutual covenants herein set forth,the parties hereto agree as follows: pm INTERCONNECTION OF FACILITIES 9.Contractor will install and operate an interconnection between Contractor's Knik Arm Line and the Eklutna-Anchorage transmission facil- ities of the United States,such interconnection to be made at or near the Reed Substation.The United States hereby grants to Contractor the right, privilege and easements,subject to termination as hereinafter provided,to construct,operate and maintain all facilities necessary to such intercon- nection,including,as appropriate,the equipment mentioned below. 10.Contractor will also install and operate interconnection facilities at the Anchorage Substationin order to permit and facilitate the wheeling of electric power and energy over facilities of the United States,as hereinafter provided,and the further transmission and/or distribution of such electric power and energy over facilities of Contractor.The United States hereby grants to Contractor the right,privilege,and easements,subject.to termina- tion as hereinafter provided,to construct,operate,and maintain all facilities necessary to such interconnection,including,as appropriate,the equipment mentioned immediately below. 11.Contractor will furnish the engineering services,and install the relaying and breaker connections,necessary to insure compatibility with the interconnected transmission circuits of the United States.Contractor will likewise furnish all metering equipment necessary to display and record the quantities of electric energy interchanged and/or wheeled as a result of the © foregoing interconnections and/or wheeling agreement set out below.The design and other engineering specifications pertaining to the method of,and equipment used in,effecting the foregoing interconnections will be subject to the approval of the United States prior to making such interconnections. 12.It is mutually understood and agreed between the parties that the cost of the foregoing interconnections,including the engineering and equipment associated therewith,will be paid by Contractor,and that all such equipment will be,and remain,the property of Contractor. WHEELING AGREEMENT 13.Pursuant to Paragraph XII of the Operating Agreement of August 13,1969,mentioned in paragraph 5 above,the United States hereby grants to Contractor the right to wheel electric power and energy over the former's transmission facilities interconnecting the Reed Substation and the Anchorage Substation to the extent that the capacity of such facilities, as determined by the Contracting Officer,will permit. 14.To the extent that the capacity of such facilities,as determined by the Contracting Officer,will permit,the United States further grants to Contractor the right to wheel electric power and energy over the transmission facilities of the United States to the several points of delivery of electric power and energy to Matanuska provided in the contract between the parties,desig- nated Contract No.14-14-0001-E-1,as such contract may have been,or may be amended,supplemented,extended,or superseded by another contract, and/or to such other delivery points on,or adjacent to,such transmission facilities of the United States as the Contractor and Matanuska may designate. 15.Contractor recognizes that the United States has the right to wheel electric power and energy over certain facilities of Contractor pur- suant to Paragraph 9 of the contract between the parties,Contract No. 14-06-906(E)-3,dated December 7,1954,to which reference is made in paragraph 3 above,but subject to the limitations therein stated.Contractor hereby grants to the United States the right to wheel electric power and energy over other transmission facilities of Contractor,rated at 115 KV or higher, to the extent that,as determined by Contractor,the otherwise uncommitted capacity of such facilities will permit.| 16.Contractor will pay to the United States,and United States will pay to Contractor,for electric power and energy wheeled pursuant to this agreement,the sum of one-half mill ($.0005)per KWH of energy transmitted by one party over the facilities of the other party mentioned above,including those facilities of Contractor to which reference is made in paragraph 9 of the said Contract No.14-06-906(E)-3 of December 7,1954. 17.All facilities installed and operated by Contractor will meet stan- dards prescribed by the National Electric Safety Code of the United States Bureau of Standards.In the event that Contractor fails to maintain the fore- going standards,or in the event that Contractor otherwise fails to maintain safe and acceptable standards for the installation,operation,and maintenance of the facilities necessary to the foregoing interconnection,the United States will have the right,after reasonable notice to Contractor,and the latter's refusal or failure to take corrective action,to require the termination of the interconnection with its facilities and the removal of Contractor's equip- ment.Nothing in this agreement will be construed to render the United States liable for any claims,demands,costs,losses,causes of action,damages, _Or liability of whatsoever kind or nature,arising out of,or resulting from, the installation,construction,operation,or maintenance of Contractor's interconnection facilities,or other facilities of Contractor's electric utility system,and Contractor will indemnify and hold harmless the United States, its agents and employees,against and from any and all liabilities or damages of any nature whatsoever which the United States,its agents and employees become legally obligated to pay,and which arise out of,or are connected with,facilities installed and operated by the Contractor pursuant to this . contract. 18.Characteristics of Power and Energy Electric energy wheeled hereunder will be three-phase,alter- nating current,at a nominal frequency of sixty (60)cycles per second. 19.Uncontrollable Forces Neither party shall be considered to be in default in respect to any obligation hereunder,if prevented from fulfilling such obligation by rea-- son of uncontrollable forces,the term uncontrollable forces being deemed for the purpose of this contract to mean any cause beyond the control of the party affected,including,but not limited to,failure of facilities,flood, earthquake,storm,fire,lightning,epidemic,war,riot,civil disturbance, labor disturbance,sabotage,and restraint by court or public authority, which by exercise of due diligence and foresight such party could not rea- sonably have been expected to avoid.Either party rendered unable to fulfill any obligation by reason of uncontrollable forces shall exercise due diligence to remove such inability with all reasouable dispatch. 20.Billings and Pavments Each party will submit bills to the other party on or before the tenth day of each month for wheeling service furnished during the preceding month,and payments will be due and payable by the party billed on the first day of the month immediately succeeding the date each bill is submitted. 21.Metering , (a)The total electric power and energy wheeled will be computed from metering equipment to be furnished and maintained pursuant to an operating agreement between the parties. (b)Meters shall be sealed and the seals shall be broken only upon occasions when the meters are to be inspected,tested,or adjusted, and representatives of the parties shall be afforded reasonable opportunity to be present upon such occasions.Metering equiprnent shall be inspected and/or tested at least once each year by the Contractor and at any reason- able time upon request therefor by either party.Any metering equipment found to be defective or inaccurate shall be repaired and readjusted or re- placed.Should any meter fail to register,the electric power and energy wheeled during such period of failure to register shall,for billing purposes, be estimated by the Contracting Officer from the best information available. (c)If any of the inspections and/or tests provided for herein disclose an error exceeding two per cent (2%),correction based upon the inaccuracy found shall be made of the records of electric service wheeled since the beginning of the monthly billing period immediately 2receding the billing period during which the test was made;provided,that no correction shall be made for a longer period than such inaccuracy may be determined by the Contracting Officer to have existed.Any correction in billing resulting from such correction in meter records shall be made-in the next monthly bill,and such correction when made shall constitute full adjustment of any claim between the parties hereto arising out of such inaccuracy of metering equipment. 22.Work Hours Act of 1962 This contract shall be subject to all the provisions and conditions of the Act of Congress entitled the Work Hours Act of 1962,approved August 13,1962 (76 Stat.357),which establishes standards for hours of work and overtime pay of laborers and mechanics employed on work done under contract for,or with the financial aid of,the United States,the same as if that Act had been specifically set forth herein. 23.Provisions Relative to Employment (1)During the performance of this contract,the Contractor agrees as follows: (a)The Contractor will not discriminate against any em- ployee or applicant for employment because of race, color,religion,sex,or national origin.The Contracto: will take affirmative action to ensure that applicants are employed,and that employees are treated during employ ment,without regard to their race,color,religion,sex or national origin.Such action shal]include,but not be (b) (c) limited to,the following:Employment,upgrading,de- motion,or transfer;recruitment or recruitment adver- tising;layoff or termination;rates of pay or other forms of compensation;and selection for training,including apprenticeship.The Contractor agrees to post in con- spicuous places,available to employees and applicants for employment,notices to be provided by the Contracting Officer setting forth the provisions of this Equal Oppor- tunity clause. 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 consideratio for employment without regard to race,color,religion, sex,or national origin. The Contractor will send to each labor union or repre- sentative of workers with which he 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 Oppor- tunity clause,and shall post copies of the notice in con- spicuous places available to employees and applicants for employment. (d) (e) (f) The Contractor will comply with all provisions of Executive Order No.11246 of September 24,1965, and the rules,regulations,and relevant orders of the Secretary of Labor. 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 con- tracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations,and orders. In the event of the Contractor's noncompliance with the Equal Opportunity clause of this contract or with any of the said rules,regulations,or orders,this contract may be cancelled,terminated,or suspended,in whole or in part,and the Contractor may be declared ineligible for further Government contracts in accordance with pro- cedures 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. Lli-.° (g)The Contractor will include the provisions of paragraphs (a)through (g)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 sub- contractor 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 en- forcing 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 lidi- gation to protect the interests of the United Srates. (2)In the performance of any part of the work contemplated by this contract,the Contractor shall not employ any person undergoing sentence of imprisonment at hard labor. 24.Transfer of Interest in Contract by Contractor No voluntary transfer of this contract,or of the rights of the Con-. tractor hereunder,shall be made without the written approval of the Secretary of the Interior;provided,that if the Contractor operates a project financed in whole or in part by the Rural Electrification Administration,the Contractor -"ig- may transfer or assign its interests in the contract to the Rural Electrifica- tion Administration,or any other department or agency of the Federal Govern- ment without such written approval;provided further,that any successor to or assignee of the rights of the Contractor,whether by voluntary transfer, judicial sale,foreclosure sale,or otherwise,shall be subject to all the pro- visions and conditions of this contract to the same extent as though such successor or assignee were the original Contractor hereunder;and,pro- vided further,that the execution of a mortgage or trust deed,or judicial or foreclosure sales made thereunder,shall not be deerned voluntary transfers within the meaning of this article. | 25.License to the Contractor The United States hereby grants the Contractor a license to con- struct,install,operate,maintain,replace,or repair,either or all,upon propertyof the United States under the administrative control and jurisdiction of the Alaska Power Administration,such facilities as in the opinion of the Contracting Officer are necessary or desirable for the purposes of this con- tract.Said license shall remain in effect during the term of this contract |and shall expire coincidently therewith.Any facilities so installed by the Contractor pursuant hereto shall be and remain the property of the Contractor, notwithstanding that the same may have been affixed to the premises,and the Contractor shall have a reasonable time after the expiration of said license in which to remove its facilities so installed. 26.License to the United Stares The Contractor,upon request from time to time by the Contracting -l3-° . Officer,will grant to the United States a license or licenses to construct,in- _stall,operate,maintain,replace,or repair,either or all,upon the property of the Contractor,such facilities as the parties may mutually agree are nec- essary or desirable for the purposes of this contract.The license or licenses sO granted shall be in form and of legal sufficiency acceptable to the:Contracting Officer,shall be and remain in effect during the term of this contract,and shall expire coincidently therewith.Any facilities so installed by the United States pursuant to said license or licenses shall be and remain the property of the United States notwithstanding that the same may have been affixed to the premises,and the United States shall have a reasonable time after the expiration of.said license or licenses in which to remove its facilities so installed. 27.Waivers Any waiver at any time by either party hereto of its rights with respect to a default or any other matter arising in connection with this contract shall not be deemed to be a waiver with respect to any subsequent default or matter. 28.Notices Any notice,demand or request required or authorized by this contract shall be deemed properly given if mailed,postage prepaid,to the Contracting Officer at the address shown on the signature pawe hereof,on behalf of the United States,except where otherwise herein specifically pro- vided,and to the Contractor at the address shown on the signature page hereof,on behalf of the Contractor.The designation of the person to be notified or the address of such person may be changed at any time by similar notice. 29.Contingent Upon Appropriations Where the operations of this contract extend beyond the current fiscal year,the contract is made contingent upon Congress making the nec- essary appropriation for expenditures hereunder after such current year shall have expired.In case such appropriation as may be necessary to carry out this contract is not made,the Contractor hereby releases the United States from all liability due to the failure of Congress to make such appropriation. 30.Officials Not to Benefit No member of or Delegate to Congress or Resident Commissioner shall be admitted to any share or part of this contract or to any benefit thar may arise herefrom,but this restriction shall not be construed to extend to this contract if made witha corporation or company for its general benefit. 31.Covenant Against Contingent Fees The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agree- ment or understanding for a commission,percentage,brokerage,or con- tingent fee,excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business.For breach or violation of this warranty the United States shall have the right to annul this contract without liability or in its discretion to deduct from the contract price or consideration the full amount of such com- mission,percentage,brokerage,or contingent fee. -Lo- 32.Term of Agreement This agreement will take effect upon the date of its approval by the Administrator of the Rural Electrification Administration,or his designee, as provided immediately below,and will continue in effect for a period of thirty-five (35)years from that date. , 33.Administrative Approval This agreement will not be binding upon the parties until approved by the Administrator of the Rural Electrification.Administration,U.S.De- partment of Agriculture,or his designee.. IN WITNESS WHEREOF,the parties hereto have caused this contract to be executed the day and year first above written. THE UNITED STATES OF AMERICA CHUGACH ELECTRIC ASSOCIATION,INC(United States)(Contractor) By:PLU.Lok.By:MLL a LoritejerminisetcorTitle:Gengral Manager VA laska Power Administration Address:Alaska Power Administration Address:P.O.Box 3518 P.O.Box 50 Anchorage,Alaska 99501 Juneau,Alaska 99801 7:-tt: _.1 THIS CONTRACT IS A RATED OR RATING PAGE OFSOLICITATION,OFFER AND AWARD UNDER DPAS (15 CFR 350)|N/A 1 |158 paces CONTRACT NO.3.SOLICITATION NO.4.TYPE OF SOLICITATION [5.DATE ISSUED ]é.REQUISITION/PURCHASE |SEALED BID (IF 8)NO, LES -4 ZAP 10032 DE-FB85-93AP10032 IX}NEGOTIATED (RFP)08/12/93 3.YBY covel 8.ADORESS OFFER TO (If other than Liem 7) U.c.Department of Energy Alaska Power Administration 2770 Sherwood in STE 2B Juneau,AK 99802-0050 : NOTE:[tn sealed bid solicitations "offer”and "offeror”mean "bid”anda "bidder”. SOLICITATION 9.Sealed offers in original and TWO (2)copies tor furnishing the suppiies'or services in the Schedule will be received at the place specified in Item 8,or ifhandcarried,in the depository located in 2770 Sherwood Lane 2B until 2:arnPM_local time SEPTEMBER 3.1993 .(iieur)?)CAUTION»LATE Submissions.Modifications,and Withdrawais,See Section L,Provision No.§2.214.7or 52.215.10.All offers are subject to all terms and conditions contained in this solicitation. 10.FOR INFORMATION >A.NAME 8.TELEPHONE NO.(Include area code)(NO COLLECT CALLS)CALL:JOHN WHITE (907)586-7405 11.TABLE OF CONTENTS |sec.|DESCRIPTION |paceisy |oy {sec.|DESCRIPTION |PAGES) PART !-THE SCHEDULE PART I -CONTRACT CLAUSES xX A SOLICITATION/CONTRACT FORM 1 x |_1_|conTRACT CLAUSES 111-126 Xx B SUPPLIES OR SERVICES AND PRICES/COSTS 81-82 PART IIl-LIST OF DOCUMENTS,EXHIBITS AND OTHER ATTACHxC_|DESCRIPTION/SPECS.WORK STATEMENT C1-C4 xy |3 |ust OF ATTACHMENTS {7-184 x 2}PACKAGING AND MARKING D1-02 PART IV _-REPRESENTATIONS ANDO INSTRUCTIONS X &|INSPECTION AND ACCEPTANCE E1-F2 x x |REPRESENTATIONS,CERTIFICATIONS AND K1-K17xXFEDELIVERIESORPERFORMANCEF1-F2 OTHER STATEMENTS OF OFFERORS x G CONTRACT ADMINISTRATION DATA G1-G4 x L INSTRS..CONDS.,AND NOTICES TO OFFERORS LI-L10 :a!SPECIAL CONTRACT REQUIREMENTS H1-H6 x M EVALUATION FACTORS FOR AWARD M1-2 OFFER (Must be fully completed by offeror) "hs tem 12 does not aopiy it the solicitation includes the provisions at 5$2.214.16,Minimum Bid Acceptance Period.SEE SECTION K. 12,In compliance with the above,the undersigned agrees,if this offer is accepted within __calendar days (60 calendar days uniess a different periodis insertea by the offeror)from the date for receipt of offers specified above,to furnish any of ail items upon which prices are offered at the price set opposite each item,delivered at the designated point(s),within the time specified in the schedule. 13.OISCOUNT FOR PROMPT 10 CALENOAR DAYS 20 CALENDAR OAYS 30 CALENDAR DAYS CALENDAR OAYS PAYMENT >%%%% (See Section I,Clause No.$2-232-8). 14,ACKNOWLEDGMENT OF AMENDMENTS AMENOMENT NO.DATE AMENDMENT NO.DATE (The offeror acknowledges receipt of amendmentstotheSOLICITATIONforofferorsandrelateddocumensisnumberedanddaied: 15A.NAME CODE][Faciity |16 NAME ANO TITLE OF PERSON AUTHORIZED TO SIGN OFFERANOMatanui:1 ADDRESS ska Electric Association,Incl.Robert Mau OF P.O.Box 2929 Di .; OFFEROR Palmer,Alaska 99645 irector of Engineering andOperations 15B.TELEPHONE NO.(Include ares 15C.CHECK IF REMITTANCE AOORESS 17,SIGNATURE 18.OFFER DATE IS OIFFERENT FROM ABOVE.ENTER T=.--.s(909)745-3231 SUCH ADDRESS IN SCHEDULE ls CE CO a "YY a 3/15/94 AWARD (To be comoleted by Government] 19.ACCEPTED AS TO ITEMS NUMBERED 20.AMOUNT 21.ACCOUNTING ANDO APPROPRIATION Ttem_#B-1 $160,100.00 SEE SECTION G,PARAGRAPH G.22.AUTHORITY FOR USING OTHER THAN FULL ANO OPEN COMPETITION: 23.SUBMIT INV T(J10 u.s.c.2304e1 i [Jat u.s.c.25311 !i copier niece otherwise tpacifiad)SHOWN IN TEM G 24.ADMINISTERED BY (If other than item 7)cope|25.PAYMENT WILL BE MADE BY CODE U.S.Department of Energy Alaska Power Administration 2770 Sherwood Ln 2B Juneau,AK 99801 26.NAME OF CONTRACTING OFFICER (fvpe or pony 27.UNITED Ady)FLe CA 28.ae')DATE John White bf,bodtdofConsracnngOfficer)"7? IMPORTANT -Awara will be made on tnis Form or on Standara Form 26,of by otter authorized official written notice. NSN 7640-01-102-6064 33-133 STANDARD FORM 33 iRav.4-a0) as SECTION B SUPPLIES OR SERVICES AND PRICES ITEMS BEING ACQUIRED/TOTAL PRICE The Contractor shall furnish all personnel,labor,equipment,material, supplies,and perform services and otherwise do all things necessary for,orincidentto,the performance and providing the following items of work forproposalitems8-1 and B-2 as listed in the proposal schedule,and detailed in the scope of work contained in Section C. Proposal item B.1 Provide all labor and eguipment to perform REQUIRED MAINTENANCE duringtheperiodfrom89/1/94 through 06/30/99 for an amount not to exceed §s 160,100.00 .All charges shall be paid by the Government through net billing of power sales. 7 li lay 6/s0/9s4072793SPOTS Year l Required maintenance total $28,400.00 zi fas 6/30/96 30,100.001Of2794-9436795 Year 2 Required maintenance total §,: 2/1 le Gleof43672/55 -Sela Year 3 Required maintenance total §31,900.00 allay €/3¢/22ro7t7se-ze Year 4 Required maintenance total §$33,800.00 lilag 6ls0 q .alae -bbel2]Year 5 Required maintenance total §$35,900.00 Proposal item B.2 Additional Maintenance All charges for additional maintenance shall be as per the established negotiated and supported rates contained in Section "J",Appendix B,ScheduleofRates.All additional maintenance work shall be coordinated through the Eklutna Project Manager as ordered by the Contracting Officer or his designee. When possible all additional maintenance shall have an itemization ofestimatedhourspriortocommencementofwork.Any commercial transportation charges incurred for the performance of additional maintenance shall bereimbursedatactualcostsassupportedbyinvoicesfromthetransportation companies. Section B.1 c.1 D.1 D.2 D.3 E.1 E.2 E.3 F.1 F.2 F.3 F.4 G.1 Gc.2 G.3 G.4 G.5 H.1 H.2 H.3 H.4 H.5 H.6 H.7 H.8 H.9 H.10 il ENTIRE TABLE OF CONTENTS Clause - ITEMS BEING ACQUIRED/TOTAL PRICE STATEMENT OF WORK MARKING PACKAGING PACKING LISTS INSPECTION,ALTERNATE I ACCEPTANCE FAR 52.246-4 INSPECTION OF SERVICES--FIXED PRICE (FEB 1992) PRINCIPAL PLACE OF PERFORMANCE FAR §52.212-13 STOP-WORK ORDER (AUG 1989) FAR 52.212-15 GOVERNMENT DELAY OF WORK (APR 1984) TERM OF CONTRACT CORRESPONDENCE PROCEDURES GOVERNMENT CONTACT FOR POST AWARD ADMINISTRATION BILLING INSTRUCTIONS CONTRACTING OFFICER'S REPRESENTATIVE'S (COR)ADDRESS DEFECTIVE OR IMPROPER INVOICES CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS TECHNICAL DIRECTION AUTHORITY GOVERNMENT FURNISHED PROPERTY AND DATA =NONE DEPARTMENT OF LABOR WAGE DETERMINATION(S) HOLD HARMLESS AND INDEMNIFICATION AGREEMENT OTHER CONTRACTS MANDATORY INSURANCE COVERAGE CONTRACTOR'S OPERATIONS MANAGER NOTICE OF DELAYS CONFIDENTIALTY OF INFORMATION 24 25 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988) DOE PR 9-9.102-1 AUTHORIZATION AND CONSENT (JUN 1979) DOE PR 9-9.104 NOTICE AND ASSISTANCE REGARDING PATENT ANDCOPYRIGHTINFRINGEMENT(JUN 1979) DOE PR 9-9.110(c)REPORTING OF ROYALTIES (JUN 1979) DEAR 952.202-1 DEFINITIONS (APR 1989) FAR 52.203-1 OFFICIALS NOT TO BENEFIT (APR 1984) FAR 52.203-3 GRATUITIES (APR 1984) FAR 52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984) FAR 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL 1985) FAR 52.203-7 ANTI-KICKBACK PROCEDURES (OCT 1988) FAR S2.203-9 REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY-MODIFICATION (NOV 1990) FAR $2.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (SEP 1990) FAR 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JAN 1990); DEAR 952.208-70 PRINTING (APR 1984) FAR 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED,SUSPENDED,OR PROPOSED FOR DEBARMENT (NOV 1992) DEAR 952.212-72 UNIFORM REPORTING SYSTEM (MAY 1987) FAR 52.215-1 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL (FEB 1993) FAR 52.215-2 AUDIT--NEGOTIATION (FEB 1993) FAR 52.215-22 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA. (JAN 1991) FAR §2.215-23 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA- "MODIFICATIONS (DEC 1991) FAR §$2.215-33 ORDER OF PRECEDENCE (JAN 1986) PAR $2.216-18 ORDERING (APR 1984) FAR 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL DISADVANTAGED BUSINESS CONCERNS (FEB 1990) FAR $2.219-13 UTILIZATION OF WOMEN-OWNED SMALL BUSINESSES (AUG 1986) FAR S2.220-3 UTILIZATION OF LABOR SURPLUS AREA CONCERNS (APR 1984) ii 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 sl FAR §2.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (APR 1984) FAR §2.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS AcT--= OVERTIME COMPENSATION (MAR 1986) FAR 52.222-3 CONVICT LABOR (APR 1984) FAR $2.222-26 EQUAL OPPORTUNITY (APR 1984) FAR 52.222-35 AFFIRMATIVE ACTION POR SPECIAL DISABLED AND VIETNAM ERA VETERANS (APR 1984) FAR 52.222-36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984) FAR 52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND VETERANS OF THE VIETNAM ERA (JAN 1988) FAR 52.222-41 SERVICE CONTRACT ACT OF 1965,AS AMENDED (MAY 1989) FAR S52.222-43 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT-=- PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION CONTRACTS)(MAY 1989) FAR 52.222-44 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT=--PRICE ADJUSTMENT (MAY 1989) FAR §52.223-2 CLEAN AIR AND WATER (APR 1984) FAR 52.223-6 DRUG-FREE WORKPLACE (JUL 1990) DEAR 952.224-70 PAPERWORK REDUCTION ACT (APR 1984) FAR 52.225-11 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (MAY 1992) FAR $2.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL)(JUN 1987) DEAR 952.227-71 PATENT RIGHTS -SMALL BUSINESS FIRMS OR NONPROFIT ORGANIZATIONS (OTHER THAN M&Os)(APR 1987) FAR $2.228-7 INSURANCE--LIABILITY TO THIRD PERSONS (APR 1984) FAR 52.229-4 FEDERAL,STATE,AND LOCAL TAXES (NONCOMPETITIVE CONTRACT)(JAN 1991) FAR 52.232-11 EXTRAS (APR 1984) FAR §2.232-17 INTEREST (JAN 1991) FAR 52.232-24 PROHIBITION OF ASSIGNMENT OF CLAIMS (JAN 1986) FAR §2.232-25 PROMPT PAYMENT (SEP 1992) FAR 52.233-1 DISPUTES (DEC 1991),ALTERNATE I (DEC 1991) FAR £2.233-3 PROTEST AFTER AWARD (AUG 1989) FAR 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS,EQUIPMENT,AND VEGETATION (APR 1984) FAR $2.237-3 CONTINUITY OF SERVICES (JAN 1991) iii L. L. FAR 52.242-13 BANKRUPTCY (APR 1991) FAR 52.243-1 CHANGES- FIXED-PRICE (AUG 1987)ALTERNATE I (APR 1984) FAR 52.246-25 LIMITATION OF LIABILITY-SERVICES (APR 1984) FAR 52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE)(APR 1984) FAR 52.249-8 DEFAULT (FIXED PRICE SUPPLY AND SERVICE)(APR 1984) FAR 52.249-14 EXCUSABLE DELAYS (APR 1984) RIGHTS IN DATA--GENERAL LIST OF ATTACHMENTS -ALTERNATE IV REPRESENTATIONS,CERTIFICATIONS,AND OTHER STATEMENTS OF BIDDERS/OFFERORS : CONTENT OF RESULTING CONTRACT FAR §2.214-35 SUBMISSION OF OFFERS IN U.S.CURRENCY (APR 1991) FAR 52.215-5 SOLICITATION DEFINITIONS (JUL 1987) FAR 52.215-7 UNNECESSARILY ELABORATE PROPOSALS OR QUOTATIONS (APR 1984) FAR 52.215-8 AMENDMENTS TO SOLICITATIONS (DEC 1989). FAR 52.215-9 SUBMISSION OF OFFERS (DEC 1989) FAR 52.215-10 LATE SUBMISSIONS,MODIFICATIONS,AND WITHDRAWALS OF PROPOSALS (DEC 1989). FAR 52.215-12 RESTRICTION ON DISCLOSURE AND USE OF DATA (APR 1984) FAR 52.215-13 PREPARATION OF OFFERS (APR 1984) FAR 52.215-14 EXPLANATION TO PROSPECTIVE OFFERORS (APR 1984) FAR 52.215-15 FAILURE TO SUBMIT OFFER (APR 1984) FAR 52.215-16 CONTRACT AWARD (JUL 1990) DEAR 952.215-70 NOTICE SUBCONTRACTOR REPRESENTATIONS AND CERTIFICATIONS (APR 1984) FAR 52.216-1 TYPE OF CONTRACT (APR 1984) DEAR 952.233-2 SERVICE OF PROTEST (NOV 1988) AMENDMENT OF THE SOLICITATION FALSE STATEMENTS IN OFFERS SMALL BUSINESS SIZE STANDARD AND SET-ASIDE INFORMATION iv 19 20 EXPENSES RELATED TO PROPOSAL OR BID SUBMISSIONS NOTICE OF LABOR PROVISIONS INFORMATION OF AWARD - PREPROPOSAL CONFERENCE AN EQUAL RIGHTS NOTE CLASSIFIED MATERIAL -NONE RESPONSIBLE PROSPECTIVE CONTRACTORS DISCUSSIONS WITH OFFERORS DISPOSITION OF REQUEST FOR PROPOSAL (RFP)MATERIALS AND PROPOSALS CONTRACT PAYMENT METHODS | GENERAL SECTION 8 SUPPLIES OR SERVICES AND PRICES TABLE OF CONTENTS Section Clause B.i ITEMS BEING ACQUIRED/TOTAL PRICE SECTION C DESCRIPTION/SPECIFICATION TRANSMISSION LINE MAINTENANCE MATANUSKA ELECTRIC ASSOCIATION (MEA) BACKGROUND The Eklutna Project was completed in the mid 1950's with two 115-kV 3-Phase wood pole transmission lines -one 32 miles to Anchorage,the other 12-1/2 miles to Palmer. Presently the project has need for inspection and maintenance on these two lines.A section of the Anchorage line and all of the Palmer line is within MEA's service area.They also purchase a portion of Eklutna generation and rely on the transmission line to supply some of their substations directly and as the only feed,so they have a vested interested in continuity of service. This makes them vitally interested in the welfare of the line. 1.MAINTENANCE AREA MEA will provide maintenance and inspection in that portion of the APA transmission line located within MEA's service area as followa: A.The 115-kV line from Briggs Tap (structure 22/5)to the take-off structure at the Eklutna Power Plant,including the Reed Substation and line disconnects at Parks Tap,Briggs Tap and Eagle River Tap.In the Reed Substation the equipment included is the 115-kV buss and switches up to the transformer.The disconnect switches included at Parks Tap are 861 and 871 and at Briggs Tap 'are disconnect switches 1271 and 1261.At Eagle River Tap the switches to be included are disconnect switches571 and 561 and ground switches 570 and 560. B.The 115-kV line from the Palmer Substation to the take-off structure outside the Eklutna Power Plant,including the Palmer Substation and Dow Tap.Included at the Palmer Substation is all 115-kV equipment including a disconnect switch 661 and ground switch 660,and also including visual inspection of the 115-kvV - 34.5-kV transformer and at Dow Substation Tap disconnect switches 365 and 371 are included. Cc.The maintenance area consists of USBR Standard Design 115 -kV wood pole structures type HS (Drawing 40-D-4804),HSB (Drawing 40-D- 4805)3A (Drawing 40-D-4809),3AB (Drawing 40-D-4945),3AC (Drawing 40-D-4361),3AT (Drawing 40 -D-4812),3T (Drawing 40-D- 4810),and several special site specific structures.A total of 275 structures.(drawings in section "J") REQUIRED MAINTENANCE Alaska Power Administration (APA)requires that the following maintenance be performed:. A.That the section of the transmission line described in paragraph 1. be ground-patrolled in March and October.In the event the line cannot be patrolled on the ground one of these patrols can be by air with prior approval of the Contracting Officers representative.: That the ground patrols include,where necessary,adjusting guy wires and installing guy guards.Perform routine brush clearing, tree trimming,and weed control.Completing APA line patrol report (EP-92)and forwarding it to the Eklutna Project Manager.(copy in section "J")The report covers condition of the line,insulators,structures,and right-of-way.Also to be included is any and all maintenance completed during the patrol. 'The substations will be checked every month.This will include site inspection,general substation conditions and any abnormal conditions shall be reported to APA. All 115-kV disconnects and ground switches will be inspected and operated yearly.Adjustments will be made if required.The condition of the switch will be reported to APA. Transmission line maintenance will include inspecting and tightening hardware on each structure at least once each seven years.The wood poles shall be visually inspected for deterioration at this time also.The Contractor shall perform maintenance in such a manner that one (1)structure in every successive seven (7)shall be inspected and serviced per year. 7 ADDITIONAL MAINTENANCE Additional maintenance work is identified as follows: A.Performance of REQUIRED MAINTENANCE work at shorter intervals if actual operations indicate problems with equipment. Needed repairs indicated by the required inspection/s above,would include replacing broken insulators,replacing or tightening sagging lines,replacing poles,significant clearing of brush from right-of-way,performing required conductor repair,and fence repair. Emergency repairs would include any repairs that are necessary because of an unforeseen incident and demand immediate action. Other repairs or maintenance work that APA considers necessary to maintain system reliability. C-3 6. AUTHORIZATION OF ADDITIONAL MAINTENANCE APA shall provide the Contractor with the names of the people authorized to request emergency maintenance and the Contractor shall perform that work on an emergency basis.Billing will be based on negotiated rates as contained in section "J". Additional maintenance work shall be performed by the Contractor only upon receipt of specific authorization to proceed issued by the Eklutna Project Manager.: The Contractor shall provide a written cost estimate to the Project Manager for labor and equipment to perform requested work,except for emergency repair. The government reserves the right to have another party perform the work,if the Contractor cannot respond to the work request within the time frame specified by the Eklutna Project Manager. RESOURCES The Contractor is responsible to provide all equipment and labor to provide REQUIRED MAINTENANCE or ADDITIONAL MAINTENANCE.APA will provide all materials required for repair or replacement.All work shall be performed in accordance with the safety standards identified herein,and the requirements of the National Electric Code. SAFETY A.The Contractor shall follow all Federal,State,and local laws regarding safety two copies of the Contractor's approved safetyplanforperformingthisworkwill.be submitted and kept on fileatAPA.The Safety Plan shall be approved by the Eklutna Project Manager and APA Safety Manager.The plan shall be updated annually. B.The Contractor will be required to obtain all necessary clearances or hot line orders required for maintenance or repairs (except under an emergency)from APA prior to performing the work.All precedures for switching,clearances,and hot line.orders shall follow the Power System Clearances Procedure,as adopted by APA. (copy in section "J") Section D.1 D.2 D.3 SECTION D PACKAGING AND MARKING TABLE OF CONTENTS Clause MARKING PACKAGING PACKING LISTS D-1 SECTION D PACKAGING AND MARKING D.1 MARKING (a)Each package,report or other deliverable shall be accompanied by a letter or other document which: (1)Identifies the contract by number under which the item is being delivered. (2)Identifies the deliverable Item Number or Report Requirement which requires the delivered item(s). (3)Indicates whether the Contractor considers the delivered item to be a partial or full satisfaction of the requirement. (b)For any package,report or other deliverable being delivered to a party other than the Contracting Officer,a copy of the document required in (a)above shall be simultaneously provided to the office administering the contract,as identified in Section G of the contract,or if none,to the Contracting Officer.. D.2 PACKAGING Preservation,packaging,and packing for shipment or mailing of all work delivered hereunder shall be in accordance with good commercial practice and adequate to insure acceptance by common carrier and safe transportation at the most economical rate(s).: D.3 PACKING LISTS For each shipment made under this contract,the Contractor shall furnish itemized packing lists,enumerating the specific contents of each shipping container,to the following: All items:(1)One copy to accompany shipment (2)One copy to: U.S.Department of Energy Alaska Power Administration 2770 Sherwood Lane 2B Attention:Contracting Juneau AK 99801 SECTION E INSPECTION AND ACCEPTANCE TABLE OF CONTENTS Section Clause E.1 INSPECTION,ALTERNATE I E.2 ACCEPTANCE E.3 FAR 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (FEB 1992) SECTION E INSPECTION AND ACCEPTANCE E.1 INSPECTION,ALTERNATE [I - Inspection of all items under this contract shall be accomplished by the DOE Contracting Officer's Representative (COR),or any other duly authorized Government representative. E.2 ACCEPTANCE Acceptance of all work and effort under this contract (including "Reporting Requirements,”if any)shall be accomplished by the Contracting Officer,or any duly designated representative.° E.3 FAR 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (FEB 1992) SECTION F DELIVERIES OR PERFORMANCE TABLE OF CONTENTS Section Clause F.1 PRINCIPAL PLACE OF PERFORMANCE F.2 FAR 52.212-13 STOP-WORK ORDER (AUG 1989) Fe..3 FAR 52.212-15 GOVERNMENT DELAY OF WORK (APR 1984) F.4 TERM OF CONTRACT | Fel SECTION F DELIVERIES OR PERFORMANCE F.1 PRINCIPAL PLACE OF PERFORMANCE Eklutna Project transmission/distribution facilities. F.2 FAR 52.212-13 STOP-WORK ORDER (AUG 1989) F.3 FAR 52.212-15 GOVERNMENT DELAY OF WORK (APR 1984) F.4 TERM OF CONTRACT The term of the contract is for a five (5)year period commencing upon the effective date as negotiated.Tentative start date is 4/1/940rthereabout. Section G.1 G.2 G.3 G.4 G.5 SECTION G CONTRACT ADMINISTRATION DATA TABLE OF CONTENTS Clause CORRESPONDENCE PROCEDURES - GOVERNMENT CONTACT FOR POST AWARD ADMINISTRATION BILLING INSTRUCTIONS CONTRACTING OFFICER'S REPRESENTATIVE'S (COR)ADDRESS DEFECTIVE OR IMPROPER INVOICES SECTION G CONTRACT ADMINISTRATION DATA G.1 . CORRESPONDENCE PROCEDURES : Ta promote timely and effective administration,correspondence submitted under this contract shall include the contract number and shall be subject to the following procedures:, (a)Technical Correspondence.Technical correspondence (as used herein, this term excludes technical correspondence where patent or technical data issues are involved and correspondence which proposes or otherwise involves waivers,deviations,or modifications to the requirements,terms,or conditions of this contract)shall be addressed to the DOE Contracting Officer's Representative (COR),with an information:copy of the correspondence to the DOE Contracting Officer (see below paragraph (c)and to the cognizantGovernmentContractAdministrationOffice(if other than DOE)designated in Block 24 of the Contract Form (Solicitation,Offer,and Award Standard Form 33)of this contract or if a standard Form 26 is used (Award/Contract)the Government Contract Administration Office designated in block 6 of this contract. (b)Other Correspondence. (1)If no Government Contract Administration Office is designated on the Contract Form of this contract,all correspondence,other than technical correspondence,shall be addressed to the DOE Contracting Officer, with information copies of the correspondence to the DOE COR,and to the DOE Patent Counsel (where patent or technical data issues are involved). (2)If a Government Contract Administration Office is designated on the Contract Form of this contract,all administrative correspondence, other than technical correspondence,shall be addressed to the Government Contract Administration Office so designated,with information copies of the correspondence to the DOE Contracting Officer,DOE COR,and to the DOE Patent Counsel (where patent or technical data issues are involved). (c)The DOE Contract Specialist for the contract is located at the address in (d)below and is as follows: Contract Specialist:John White Telephone:(907)586-7405 The Contractor shall use the DOE Contract Specialist as the focal point for all matters regarding this contract except technical matters (see paragraph (a),of this clause,for definition). (ad)DOE Contracting Officer Address.The Contracting Officer address is as follows: Contracting Officer Department of Energy Alaska Power Administration 2770 Sherwood LN STE 2B Juneau,AK 99801 ATTN:DE-AC85 -93AP10032 G.2 GOVERNMENT CONTACT FOR POST AWARD ADMINISTRATION The Contractor shall use the DOE Contract Specialist as the focal point for all matters regarding this contract except technical matters (see theclauseentitled"Correspondence Procedures"in Section G,for definition). G.3 BILLING INSTRUCTIONS A.By close-of-business on the THIRD working day of each month,the Contractor shall notify the Eklutna Project Manager,in writing, of the costs under this contract for the previous month. The Contractor shall submit the original invoice or voucher in accordance with the Payments provisions of this contract to: U.S.Department of Energy Alaska Power Administration 2770 Sherwood LN STE 2B ATTN:Finance Juneau,AK 99801 (907)S86-7405 In addition to the invoice requirements contained in Section I under clause FAR 52.232=-25,Prompt.Payment all invoices must contain the following: (1)Invoice number (2)Amount of invoice (3)Period covered or items delivered (4)Cumulative amount invoiced to date (5)An itemized invoice for required maintenance work with separate itemization for additional maintenance work,billed in accordance with Appendix A,Schedule of Rates. Billings for contract work will be at cost,consistent with the Contractor's accounting system and the BASIC FERC ACCOUNTS identified in Appendix A.The billings shall itemize elements of labor and equipment associated with performing contract work. Routine line patrol shall be charged directly to Walking Ground Patrol (Section 2A,Acct.563)where the total time expended for performance is four (4)manhours or less.Where the effort exceeds a total of four (4)manhours,the Contractor shall charge the appropriate FERC account for costs incurred. Reimbursement to the Contractor will be by net billing.Each months's cest to the Government under this contract shall be deducted from the same month's billing to the Contractor for G-3 wholesale electric energy purchased from the Government,provided that the Contractor provides proper billings to the Eklutna Project Manager by the third working day of each month.Allinvoicesreceivedlaterthanthethirdworkingdayofthemonth will be processed against the following months power billing. G.4 CONTRACTING OFFICER'S REPRESENTATIVE'S (COR)ADDRESS The Contracting Officer's Representative's (COR)address is as follows: U.S.Department of Energy Alaska Power Administration Eklutna Project 4 Mile Old Glenn Hwy,ATTN:Project Manager Palmer AK 99645 . Telephone:(907)745-3931 The Contractor shall use the COR as the point of contact on technical matters (see clause entitled "Correspodence Procedures",paragraph (a),in Section G,for definition),subject to the restrictions in the clause entitled "Technical Direction,”in Section H.: G.5 DEFECTIVE OR IMPROPER INVOICES Name,title,phone number,office name,and complete mailing address of officials of the business concern to be notified when the Government receives a defective or improper invoice. Name:James D.Hall Title:Staff Engineer Phone Number:(907)745-9269 FAX Number:(907)745-9328 Company Name:Matanuska Electric Association,Inc. Address:P.QO.Box 2929 City,State,Zip:Palmer,Alaska 99645 Section H.1 H.2 H.3 H.4 H.5 Hq.6 H.7 H.8 H.9 H.10 H.il H.12 SECTION H SPECIAL CONTRACT REQUIREMENTS TABLE OF CONTENTS Clause CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS TECHNICAL DIRECTION AUTHORITY REPORTING GOVERNMENT FURNISHED PROPERTY AND DATA -NONE DEPARTMENT OF LABOR WAGE DETERMINATION(S) HOLD HARMLESS AND INDEMNIFICATION AGREEMENT OTHER CONTRACTS MANDATORY INSURANCE COVERAGE CONTRACTOR'S OPERATIONS MANAGER NOTICE OF DELAYS CONFIDENTIALTY OF INFORMATION SECTION H SPECIAL CONTRACT REQUIREMENTS H.1 - CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS The Representations,Certifications and Other Statements of Offerors, dated *,for this contract are hereby incorporated by reference. H.2 TECHNICAL DIRECTION (a)Performance of the work under this contract shall be subject to the technical direction of DOE Contracting Officers Representative (COR) identified elsewhere in this contract.The term "technical direction"is defined to include,without limitation - (1)Directions to the Contractor which redirect the contract effort,shift work emphasis between work areas or tasks,require pursuit of certain lines of inquiry,fill in details or otherwise serve to accomplish the contractual Statement of Work. (2)Provision of written information to the Contractor which assists in the interpretation of drawings,specifications,or technical portions of the work description.; (3)Review and,where required by the contract,approval of technical reports,drawings,specifications,and technical information to be delivered by the Contractor to the Government under the contract. (b)Technical direction must be within the scope of work stated in the contract.The COR does not have the authority to,and may not,issue any technical direction which -. (1)Constitutes an assignment of additional work outside the Statement of Work; (2)Constitutes as change as defined in the contract clause entitled "Changes" (3)In any manner causes an increase or decrease in the total estimated contract price or the time required for contract performance; (4)Changes any of the expressed terms,conditions,or specification of the contract;or (5)Interferes with the Contractor's right to perform the terms and conditions of the contract. (¢c)All technical directions shall be issued in writing by the COR. (ad)The Contractor shall proceed promptly with the performance of technical directions duly issued by the COR,or Task Order Manager in the manner prescribed by this clause and within his authority under the provisions of this clause.If,in the opinion of the Contractor,any instruction or direction by the COR falls within one of the categories defined in (b)(1) through (5)above,the Contractor shall not proceed but shall notify the H=2 Contracting Officer in writing within five (5)working days after receipt ofanysuchinstructionordirectionandshallrequesttheContractingOfficer tomodifythecontractaccordingly.Upon receiving the notification from the Contractor,the Contracting Officer shall: (1)Advise the Contractor in writing within thirty (30)days after receipt of the Contractor's letter that the technical direction is within the scope of the contract effort and does not constitute a change under the "Changes"clause of the contract;and (2)Advise the Contractor within a reasonable time that the Government will issue a written change order. (e)A failure of the Contractor and Contracting Officer to agree thatthetechnicaldirectioniswithinthescopeofthecontract,or a failure to agree upon the contract action to be taken with respect thereto shall besubjecttotheprovisionsoftheclauseentitled"Disputes -Alternate I." H.3 AUTHORITY Notwithstanding any of the other provisions of this contract,the Contracting Officer shall be the only individual authorized to: (a)accept nonconforming work, (b)waive any requirement of this contract,or (¢)modify any term or condition of this contract. H.4 REPORTING The Contractor shall provide a complete and detailed report for each line patrol and all maintenance work performed within five (5)working days of completing the work.Reports will be submitted to the Project Manager at the Eklutna Power Plant,HCO2 Box 7785,Palmer,AK 99645. The Contractor shall utilize APA provided report forms.All reports shall become the property of APA. H.5 GOVERNMENT FURNISHED PROPERTY AND DATA -NONE The Government is not cbligated to furnish any real or personal property or data under this contract,and the Contractor is not authorized to acquire any real or personal property or data at the Government's expense under this contract. H.6 DEPARTMENT OF LABOR WAGE DETERMINATION(S) In the performance of this contract the Contractor shall comply with the requirements of local negotiated wage scales as negotiated with the IBEW and other crafts as utilized by the Utility.A copy of all such labor agreements should be returned with the cost proposal as support for all proposed rates that will be charged by the Utility for work to be performed under this contract.It is anticipated that these rates meet or exceed Davis-Bacon rates. H.7 HOLD HARMLESS AND INDEMNIFICATION AGREEMENT The Contractor shall hold harmless and indemnify the Government against any and all liability,claims,and costs of whatsoever kind and nature forinjurytoordeathofanypersonorpersonsandforlossordamagetoanypropertyoccurringinconnectionwith,in any way incident to,or arising outoftheoccupancy,use,service,operation,or performance of work under the terms of the contract,resulting in whole or in part from the negligent acts or omissions of the Contractor,any subcontractor,or any employee,agent,or representative of the Contractor or subcontractor... H.8 OTHER CONTRACTS The Government may undertake or award other contracts for additional work,and the Contractor shall fully cooperate with such other contractors and Government employees and carefully fit its own work to such additional work as may be directed by the Contracting Officer.The Contractor shall not commit or permit any act which will interfere with the performance of work by any other Contractor or by Government employees. H.9 MANDATORY INSURANCE COVERAGE Within 15 days after the award of this contract,the successful offeror shall furnish to the Contracting Officer a certificate of insurance as evidence of the existence of adequate insurance coverage to fully protect the interest of the Government as stipulated in the contract for the duration of performance of the contract. =*The Contractor shall assume full responsibility for any damage sustained by the United States resulting from the Contractor'sperformanceofthecontractinitsentiretyduetonegligence by the Contractor or his employees _in performance of this work. Leliad The Contractor represents and warrants that he is now maintaining with responsible insurance carriers:(1)Insurance against liability on an account of damage to persons or property,and (2) Insurance under all applicable workmen's compensation laws.The Contractor agrees that,until work under this contract has been completed and reimbursements made hereunder have been made,he will (1)maintain such insurance,and (2)furnish such certificates with respect to his insurance as the Contracting Officer may from time to time require. xe Whereclaims of liability are presented to the Government for injuries or damages sustained By third parties;the Government andContractoragree: (a)To establish a fact finding commission comprised of Government and Contractor representatives to investigate the charges and provide a report with recommendations to Management; (Bb)Take such courses of action as required to provide for legalresolutionoftheciaims. H.10 CONTRACTOR'S OPERATIONS MANAGER The Contractor shall designate an Operations Manager who will be the Contractor's authorized supervisor for technical and administrative performance of all work hereunder.The Operations Manager shall provide thesinglepointofcontactbetweentheContractorandtheGovernment's Project Officer under this contract. The Operations Manager shall receive and execute,on behalf of theContractor,such technical directions as the DOE Contracting Officer's Representative may issue within the terms and conditions of the contract. H.li NOTICE OF DELAYS Should the Contractor encounter delays in performance which may be excusable under the clause FAR 52.249-14 entitled ""Excusable Delays"found in Section I,he shall,as a condition precedent to being relieved from liability for actual damage,liquidated damages,or excess costs,notify the Contracting Officer in writing or the cause of any such delay within 30 days from the beginning of the delay or within such further period as the Contracting Officer may allow prior to final settlement of the contract.Such notice shall be given by the Contractor regardless of whether the delay is encountered by the Contractor or his subcontractor.As soon as practicableafterreceiptoftheContractor''s notice of delay,the Contracting Officer will ascertain the facts and extent of the delay,and extend the time for performance when in his judgment the facts justify such an extension.Hisfindingsoffactthereonshallbefinalandconclusiveonthepartieshereto, subject only to appeal within 30 days under the clause entitled "Disputes"of this contract. H.12 CONFIDENTIALITY OF INFORMATION (a)To the extent that the work under this contract requires that the Contractor be given access to confidential or proprietary business,technical,or financial information belonging'to the Government or other companies,theContractorshallafterreceiptthereof,treat such information as confidential and agrees not to appropriate such information to its own use or to disclosesuchinformationtothirdpartiesunlessspecificallyauthorizedbythe Contracting Officer in writing.The foregoing obligations,however,shall not apply to: (1)Information which,at the time of receipt by the Contractor, is in public domain; (2)Information which is published after receipt thereof by the Contractor or otherwise becomes part.of the public domain through no fault of the Contractor; (3)Information which the Contractor can demonstrate was in his possession at the time of receipt thereof and was not acquired directly orindirectlyfromtheGovernmentorothercompanies; (4)Information which the Contractor can demonstrate was received by it from a third party who did not require the Contractor to hold it in confidence. (b)The Contractor shall obtain the written agreement,in a form satisfactory to the Contracting Officer,of each employee permitted access,whereby the employee agrees that he will not discuss,divulge or disclose any such information or data to any person or entity except those persons within the Contractor's organization directly concerned with the performance of the contract. - (c)The Contractor agrees,if requested by the Government,to sign an agreement identical,in all material respects,to the provisions of thisclause,with each company supplying informatian to the Contractor under thiscontract,and to supply a copyof'such agreement to the Contracting Officer.From time to time upon request of the Contracting Officer,the Contractor shall supply the Government with reports itemizing information received as confidential or proprietary and setting forth the company or companies from which the Contractor received such information. (ad)The Contractor agrees that upon request by DOE it will execute a DOE-approved agreement with any party whose facilities or proprietary data itisgivenaccesstoorisfurnished,restricting use and disclosure of the dataortheinformationobtainedfromthefacilities.Upon request by DOE,such an agreement shall also be signed by Contractor personnel. (e)This clause shall flow down to all subcontracts. Section I.1 I.2 I.3 I.4 I.5 I.6 I.7 I.8 I.9 I.10 I.11 I.12 I.13 I.14 qT.15 I.16 TI.17 I.18 I.19 I.20 I.21 I.22 SECTION I CONTRACT CLAUSES TABLE OF CONTENTS Clause FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988) DOE PR 9-9.102-1 AUTHORIZATION AND CONSENT (JUN 1979) DOE PR 9-9.104 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (JUN 1979) DOE PR 9-9.110(c)REPORTING OF ROYALTIES (JUN 1979) DEAR 952.202-1 DEFINITIONS (APR 1989), FAR 52.203-1 OFFICIALS NOT TO BENEFIT (APR 1984) FAR 52.203 3 GRATUITIES (APR 1984) FAR §$§2.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984) FAR 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL 1985) FAR §2.203-7 ANTI-KICKBACK PROCEDURES (OCT 1988) FAR 52.203-9 REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY-MODIFICATION (NOV 1990) FAR 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (SEP 1990) FAR $2.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JAN 1990) DEAR 952.208-70 PRINTING (APR 1984) FAR 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED,SUSPENDED,OR PROPOSED FOR DEBARMENT (NOV 1992) DEAR 952.212-72 UNIFORM REPORTING SYSTEM (MAY 1987) FAR 52.215-1 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL (FEB 1993) FAR 52.215-2.AUDIT--NEGOTIATION (FEB 1993) FAR 52.215-22 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (JAN 1991) FAR §2.215-23 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA- -MODIFICATIONS (DEC 1991) FAR $2.215-33 ORDER OF PRECEDENCE (JAN 1986) FAR 52.216-18 ORDERING (APR 1984) I-12 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 FAR 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL DISADVANTAGED BUSINESS CONCERNS (FEB 1990) FAR 52.219-13 UTILIZATION OF WOMEN-OWNED SMALL BUSINESSES (AUG 1986) FAR 52.220-3 UTILIZATION OF LABOR SURPLUS AREA CONCERNS (APR 1984) FAR 52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (APR 1984) FAR 52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT--=- OVERTIME COMPENSATION (MAR 1986) FAR 52.222-3 CONVICT LABOR (APR 1984) FAR 52.222-26 EQUAL OPPORTUNITY (APR 1984) FAR §2.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA VETERANS (APR 1984) FAR 52.222-36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984) FAR 52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND VETERANS OF THE VIETNAM ERA (JAN 1988) FAR 52.222-41 SERVICE CONTRACT ACT OF 1965,AS AMENDED (MAY 1989) FAR 52.222-43 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT -PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION CONTRACTS)(MAY 1989) FAR 52.222-44 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT--PRICE ADJUSTMENT (MAY 1989) FAR 52.223-2 CLEAN AIR AND WATER (APR 1984) FAR 52.223-6 DRUG-FREE WORKPLACE (JUL 1990) DEAR 952.224-70 PAPERWORK REDUCTION ACT (APR 1984) FAR §2.225-11 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (MAY 1992) FAR $2.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL)(JUN 1987) DEAR 952.227-71 PATENT RIGHTS -SMALL BUSINESS FIRMS OR NONPROFIT ORGANIZATIONS (OTHER THAN M&Os)(APR 1987) FAR 52.228-7 INSURANCE--LIABILITY TO THIRD PERSONS (APR 1984) FAR 52.229-4 FEDERAL,STATE,AND LOCAL TAXES (NONCOMPETITIVE CONTRACT)(JAN 1991) FAR 52.232-11 EXTRAS (APR 1984) FAR §$2.232-17 INTEREST (JAN 1991) FAR S2.232-24 PROHIBITION OF ASSIGNMENT OF CLAIMS (JAN 1986) FAR §2.232-25 PROMPT PAYMENT (SEP 1992) T-2 48 49 sO Si S2 53 54 ss 56 S7 58 FAR $2.233-1 DISPUTES (DEC 1991),ALTERNATE I (DEC 1991) FAR $2.233-3 PROTEST AFTER AWARD (AUG 1989) FAR 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, VEGETATION (APR 1984) FAR 52.237-3 CONTINUITY OF SERVICES (JAN 1991) FAR 5$2.242-13 BANKRUPTCY (APR 1992) (APR 1984) EQUIPMENT,AND FAR 52.243-1 CHANGES--FIXED-PRICE (AUG 1987)ALTERNATE I FAR 52.246-25 LIMITATION OF LIABILITY-SERVICES (APR 1984) FAR 52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT {FIXED-PRICE)(APR 1984) FAR 52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE)(APR 1984) FAR 52.249-14 EXCUSABLE DELAYS (APR 1984) RIGHTS IN DATA--GENERAL SECTION I CONTRACT CLAUSES I.1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988). This contract incorporates one or more clauses by reference,with the same force and effect as if they were given in full text.Upon request,the Contracting Officer will make their full text available. I.2 DOE PR 9-9.102-1 AUTHORIZATION AND CONSENT (JUN 1979) NOTE:This clause applies to this contract unless the clause at DOE PR 9-9.102-2 has been chosen elsewhere in this contract. The Government hereby gives its authorization and consent (without prejudice to any rights of indemnification)for all use and manufacture,in. the performance of this contract or any part hereof or any amendment hereto or any subcontract hereunder (including any lower-tier subcontract),of any invention described in and covered by a patent of the United States (a) embodied in the structure or composition of any article the delivery of which is accepted by the Government under this contract or (b)utilized in the machinery,tools or methods,the use of which necessarily results from compliance by the contractor or the using subcontractor with (i) specifications or written provisions now or hereafter forming a part of this contract,or (ii)specific written instructions given by the Contracting Officer directing the manner of performance.The entire liability to the Government for infringement of a patent of the United States shall be determined solely by the provisions of the indemnity clauses,if any,ineluded in this contract or any subcontract hereunder (including all lower-tier subcontracts),and the Government assumes liability for all other infringement to the extent of the authorization and consent hereinabove granted. I.3 DOE PR 9-9.104 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (JUN 1979) The provisions of this clause shall be applicable only if the amount of this contract exceeds $10,000. (a)The contractor shall report to the Contracting Officer,promptly and in reasonable written detail,each notice or claim of patent or copyright infringement based on the performance of this contract of which the contractor has knowledge. (b)In the event of any claim or suit against the Government on account of any alleged patent cr copyright infringement arising out of the performance of this contract or out of the use of any supplies furnished or work or services performed hereunder,the contractor shall furnish to the Government when requested by the Contracting Officer,all evidence and information in possession of the contractor pertaining to such suit or claim.Such evidence and information shall be furnished at the expense of the Government except where the contractor has agreed to indemnify the Government. (c)This clause shall be included in all subcontracts. I.4 DOE PR 9-9.110(c)REPORTING OF ROYALTIES (JUN 1979) I-4 If this contract is in an amount which exceeds $10,000 and if any royalty payments are directly involved in the contract or are reflected in the contract price to the Government,the contractor agrees to report in writing to the Patent Counsel (with notification by Patent Counsel to the Contracting Officer)during the performance of this contract and prior to its completion or final settlement,the amount of any royalties or other payments paid or tobepaidbyitdirectlytoothersinconnectionwiththeperformanceofthis contract together with the names and addresses of licensors to whom such payments are made and either the patent numbers involved or such otherinformationaswillpermittheidentificationofthepatentsorother basis onwhichtheroyaltiesaretobepaid.The approval of DOE of any individual payments or royalties snall not stop the Government at any time fromcontestingtheenforceability,validity or scope of,or title to,any patent under which a royalty or payments are made. I.5 DEAR 952.202-1 DEFINITIONS (APR 1989) (a)The term "Head of Agency"means the Secretary,Deputy Secretary or Under Secretary of the Department of Energy and the Chairman,Federal Energy Regulatory Commission. (b)"Contracting Officer"means a person with the authority to enter into,administer,and/or terminate contracts and make related determinations and findings.The term includes certain authorized representatives of the Contracting Officer acting within the limits of their authority as delegated by the Contracting Officer. (c)Except as otherwise provided in this contract,the term"subcontracts"includes,but is not limited to,purchases orders and changes and modifications to purchase orders under this contract. (d)The term "DOE"means the Department of Energy and "FERC”means the Federal Energy Regulatory Commission. I.6 FAR 52.203-1 OFFICIALS NOT TO BENEFIT (APR 1984) I.7 FAR 52.203-3 GRATUITIES (APR 1984) T.8 FAR 52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984) I.9 FAR §2.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL 1985) I.10 FAR 52.203-7 ANTI-KICKBACK PROCEDURES (OCT 1988) I.ll FAR §2.203-9 REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY- MODIFICATION (NOV 1990) (a)Definitions.The definitions set forth in FAR 3.104=-4 are hereby incorporated in this clause. (b)The Contractor agrees that it will execute the certification set forth in paragraph (c)of this clause when I-5 requested by the Contracting Officer in connection with the execution of any modification of this contract. (c)Certification.As required in paragraph (b)of this clause,the officer or employee responsible for the modificationproposalshallexecutethefollowingcertification: CERTIFICATE OF PROCUREMENT INTEGRITY--MODIFICATION (NOV 1990) (1)I,[Name of certifier]am the officer or employee responsible for the preparation of this modification proposal and hereby certify that,to the best of my knowledge and belief,with the exception of any information described in this certification, I have no information concerning a violation or possible violation of subsection 27(a),(b)}),(dad),or (£)of the Office of Federal Procurement Policy Act,as amended*(41 U.S.C.423), (hereinafter referred to as "the Act"),as implemented in the FAR,occurring during the conduct of this procurement (contract and modification number). (2)As required by subsection 27(e)(1)(B)of the Act,I further certify that to the best of my knowledge and belief,each efficer,employee,agent,representative,and consultant of [Name of Offeror}who has participated personally and substantially in the preparation or submission of this proposal has certified that he or she is familiar with,and will comply with,the requirements of subsection 27(a)of the Act,as implemented in the FAR,and will report immediately to me any information concerning a violation or possible violation of subsections. 27(a),(b),(dad),or (f)of the Act,as implemented in the FAR, pertaining to this procurement. (3)Violations or possible violations:(Continue on plain bond paper if necessary and label Certificate of Procurement Integrity- Modification (Continuation Sheet),ENTER NONE IF NONE EXISTS) ;None (Signature of the officer or employee responsible for the modification proposal and date} James D.Hall (Typed name of the officer or employee responsible for the modification proposal} *Subsections 27(a),(b),and (d)are effective on December 1, 1990.Subsection 27(f)is effective on June 1,1991. THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS,OR FRAUDULENT CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER TITLE 18,UNITED STATES CODE, SECTION 1001. (End of certification) (d)In making the certification in paragraph (2)of the certificate,the officer or employee of the competing Contractor responsible for the offer or bid,may rely upon a one-time certification from each individual required to submit a certification to the competing Contractor,supplemented by periodic training.These certifications shall be obtained at the earliest possible date after an individual required to certify begins employment or association with the contractor.Ifa contractor decides to rely on a certification executed prior to the suspension of section 27 (i.e.,prior to December 1,1989), the contractor shall ensure that an individual who has so certified is notified that section 27 has been reinstated.These certifications shall be maintained by the Contractor for a period of 6 years from the date a certifying employee's employment withthecompanyendsor,for an agency,representative,or consultant6yearsfromthedatesuchindividualceasestoactonbehalfof the contractor. (@)The certification required by paragraph (c)of this clause is a material representation of fact upon which reliance will be placed in executing this modification. I.12 ; FAR 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (SEP 1990) I.13 FAR 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JAN 1990) I.14 DEAR 952.208-70 PRINTING (APR 1984) The Contractor shall not engage in,nor subcontract for,any printing (as that term is defined in Title I of the U.S.Government Printing and Binding Regulations in effect on the effective date of this contract)in connection with the performance of work under this contract.Provided, however,that performance of a requirement under this contract involving the duplication of less than 5,000 copies of a single unit,or no more than 25,000 units in the aggregate of multiple units,will not be deemed to be printing.A unit is defined as one sheet,size 8 1/2 by 11 inches one side only,one color.A requirement is defined as a single publication document. (1)The term "printing"includes the following processes:composition, plate making,presswork,binding,microform publishing,or the end items produced by such processes. (2)If fulfillment of the contract will necessitate reproduction in excess of the limits set forth above,the Contractor shall notify the Contracting Officer in writing and obtain the Contracting Officer's approval prior to acquiring on DOE's behalf production,acquisition,and disseminationofprintedmatter.Such printing must be obtained from the Government Printing Office (GPO),a contract source designated by GPO or a Joint Committee on Printing authorized federal printing plant. (3)Printing services not obtained in compliance with this guidance will result in the cost of such printing being disallowed. (4)The Contractor will include in each of his subcontracts hereunder a provision substantially the same as this clause including this paragraph (4). T.15 FAR 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED,SUSPENDED,OR PROPOSED FOR DEBARMENT (NOV 1992) I.16 DEAR 952.212-72 UNIFORM REPORTING SYSTEM (MAY 1987) Contractor shall prepare and submit (postage prepaid)the plans and reports indicated on the DOE Form 1332.1,Reporting Requirements Checklist or amendments to this checklist included in this contract,to the addressees and in the specified number of copies as designated in the attachment to the checklist.The contractor shall prepare the specified plans and reports inaccordancewiththeformatsandstructuresetforthinDOEOrder1332.1A,oranylaterversionineffectontheeffectivedateofthecontract.The contractor shall be responsible for levying appropriate reporting requirements on any subcontractors in such a manner to ensure that data submitted by the subcontractor to the contractor is timely and compatible with the data elements that the contractor is responsible for submitting to DOE.Plans and reports submitted in compliance with this clause are in addition to any other reporting requirements of this contract. I.17 FAR 52.215-1 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL (FEB 1993) I.18 FAR 52.215-2 AUDIT- -NEGOTIATION (FEB 1993) I.19 FAR $2.215-22 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (JAN 1991) I.20 . FAR 52.215-23 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA- MODIFICATIONS (DEC 1991) I.21 FAR 52.215-33 ORDER OF PRECEDENCE (JAN 1986) I.22 FAR 52.216-18 ORDERING (APR 1984) I.23 FAR 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL DISADVANTAGED BUSINESS CONCERNS (FEB 1990) (a)It is the policy of the United States that small business concerns and small business concerns owned and controlled by socially and economically disadvantaged individuais shall have the maximum practicable opportunity to participate in performing contracts let by any Federal agency,including contracts and subcontracts for subsystems,assemblies,components,and related services for major systems.It is further the policy of the United States that its prime contractors establish procedures to ensure the timely payment of amounts due pursuant to the terms of their subcontracts with small business concerns and small business concerns owned and controlled by socially and economically disadvantaged individuals. (b)The Contractor hereby agrees to carry out this policy in the I-8 awarding of subcontracts to the fullest extent consistent with efficient contract performance.The Contractor further agrees to cooperate in any studies or surveys as may be conducted by the United States Small Business Administration or the awarding agency of the United States as may be necessary to determine the extent of the Contractor's compliance with this clause. (c)As used in this contract,the term "small business concern"shall mean a small business as defined pursuant to section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto.The term "small business concern owned and controlled by socially and economically disadvantaged individuals”shall mean a small business concern (1)which is at least S1 percent unconditionally owned by one or more socially and economically disadvantaged individuals;or,in the case of any publicly owned business,at least S1 per centum of the stock of which is unconditionally owned by one or more socially and economically disadvantaged individuals;and . (2)whose management and daily business operations are controlled by one or more of such individuals.This term also means a small business concern that is a least 51 percent unconditionally owned by an economically disadvantaged Indian tribe or Native Hawaiian organization,or a publicly owned business having at least 51 percent of its stock unconditionally owned by one of these entities which has its management and daily business controlled by members of an economically disadvantaged Indian tribe or NativeHawaiianOrganization,and which meets the requirementsof 13CFR 124.TheContractorshallpresumethatsociallyandeconomicallydisadvantaged individuals include Black Americans,Hispanic Americans,Native Americans, Asian-Pacific Americans,Asian-Indian Americans and other minorities,or any other individual found to be disadvantaged by the Administration pursuant to section 8(a)of the Small Business Act.The Contractor shall presume that socially and economically disadvantaged entities also include Indian Tribes and Native Hawaiian Organizations. (dad)Contractors acting in good faith may rely on written representationsbytheirsubcontractorsregardingtheirstatusaseitherasmallbusiness concern or a small business concern owned and controlled by socially and economically disadvantaged individuals. I.24 FAR 52.219-13 UTILIZATION OF WOMEN-OWNED SMALL BUSINESSES (AUG 1986) (a)"Women-owned small businesses,"as used in this clause,means small business concerns that are at least 51 percent owned by women who are United States citizens and who also control and operate the business. "Control,"as used in this clause,means exercising the power to make policy decisions. "Operate,"as used in this clause,means being actively involved in the day-to-day management of the business. "Small business concern,”as used in this clause,means a concern including its affiliates,that is independently owned and operated,not dominant in the field of operation in which it is bidding on Government contracts,and qualified as a small business under the criteria and size standards in 13 CFR 121. (b)It is the policy of the United States that women-owned small businesses shall have the maximum practicable opportunity to participate in I-93 performing contracts awarded by any Federal agency. (¢)The Contractor agrees to use its best efforts to give women-owned small businesses the maximum practicable opportunity to participate in the subcontracts it awards to the fullest extent consistent with the efficient performance of its contract.: (d)The Contractor may rely on written representations by its subcontractors regarding their status as women-owned small businesses. I.25FAR52.220-3 UTILIZATION OF LABOR SURPLUS AREA CONCERNS (APR 1984) (a)Applicability.This clause is applicable if this contract exceeds the appropriate small purchase limitation in Part 13 of the Federal Acquisition Regulation. (b)Policy.It is the policy of the Government to award contracts to concerns that agree to perform substantially in labor surplus areas (LSA's) when this can be done consistent with the efficient performance of the contract and at prices no higher than are obtainable elsewhere.The Contractor agrees to use its best efforts to place subcontracts in accordance with this policy. (¢c)Order of preference.In complying with paragraph (b)above and with paragraph (c)of the clause of this contract entitled Utilization of Small Business Concerns and Small Disadvantaged Business Concerns,the Contractor shall observe the following order of preference in awarding subcontracts: (1)small business concerns that are LSA concerns, (2)other small business concerns,and (3)other LSA concerns. {d)Definitions."Labor surplus area,"as used in this clause,means a geographical area identified by the Department of Labor in accordance with 20 CFR 654,Subpart A,as an area of concentrated unemployment orunderemploymentoranareaoflaborsurplus. "Labor surplus area concern,"as used in this clause,means a concern that together with its first-tier subcontractors will perform substantially in labor surplus areas.Performance is substantially in labor surplus areas if the costs incurred under the contract on account of manufacturing,production, or performance of appropriate services in labor surplus areas exceed 50 percent of the contract price. I.26 FAR 52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (APR 1984) (a)If the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this contract,the Contractor shall immediately give notice,including all relevant information,to the Contracting Officer. {b)The Contractor agrees to insert the substance of this clause, including this caragraph (b),in any subcontract to which a labor dispute may delay the timely performance of this contract;except that each subcontract shall provide that in the event its timely performance is delayed or I-10 threatened by delay by any actual or potential labor dispute,the subcontractor shall immediately notify the next higher tier subcontractor or the prime Contractor,as the case may be,of all relevant information concerning the dispute. I.27 FAR 52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT--OVERTIME COMPENSATION (MAR 1986) I.28 FAR 52.222-3 CONVICT LABOR (APR 1984) The Contractor agrees not to employ any person undergoing sentence of imprisonment in performing this contract except as provided by 18 U.S.c. 4082(c)(2)and Executive Order 11755,December 29,i973. I.29 FAR 52.222-26 EQUAL OPPORTUNITY (APR 1984) (a)If,during any 12-month period (including the 12 months preceding the award of this contract),the Contractor has been or is awarded nonexempt Federal contracts and/or subcontracts that have an aggregate value in excess of $10,000,the Contractor shall comply with subparagraphs (b)(1)through (11) below.Upon request,the Contractor shall provide information necessary to determine the applicability of this clause. (b)During performing this contract,the Contractor agrees as follows: (1)The Contractor shall not discriminate against any employee or applicant for employment because of race,color,religion,sex,or national origin. (2)The Contractor shall take affirmative action to ensure that applicants are employed,and that employees are treated during employment,without regard to their race,color,religion,sex,or national origin.This shall include,but not be limited to, (i)employment, (ii)upgrading, (iii)demotion, (iv)transfer, (v)recruitment or recruitment advertising, (vi)layoff or termination,.- (vii)rates of pay or other forms of compensation, and (viii)selection for training,including apprenticeship.. (3)The Contractor shall post in conspicuous places available to employees and applicants for empioyment the notices to be provided by theContractingOfficerthatexplainthisclause. I-11 (4)The Contractor shall,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. (5)The Contractor shall send,to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding,the notice to be provided by the Contracting Officer advising the labor union or workers'representative of the Contractor's commitments under this clause,and post copies of the notice in conspicuous places available to employees and applicants for employment. (6)The Contractor shall comply with Executive Order 11246,as amended,and the rules,regulations,and orders of the Secretary of Labor. (7)The Contractor shall furnish to the contracting agency all information required by Executive Order 11246,as amended,and by the rules, regulations,and orders of the Secretary of Labor.Standard Form 100 (EEO-1),or any successor form,is the prescribed form to be filed within 30 days following the award,unless filed within 12 months preceding the date of award. (8)The Contractor shall permit access to its books,records,and accounts by the contracting agency or the Office of Federal Contract Compliance Programs (OFCCP)for the purposes of investigation to ascertain the Contractor's compliance with the applicable rules,regulations,and orders. (9)If the OFCCP determines that the Contractor is not in compliance with this clause or any rule,regulation,or order of the Secretary of Labor,this contract may be canceled,terminated,or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts,under the procedures authorized in Executive Order 11246,as amended.In addition,sanctions may be imposed and remedies invoked against the Contractor as provided in Executive Order 11246,as amended,the rules, regulations,and orders of the Secretary of Labor,or as otherwise provided by law. (10)The Contractor shall include the terms and conditions of subparagraph (b)(1)through (11)of this clause in every subcontract or purchase order that is not exempted by the rules,regulations,or orders of the Secretary of Labor issued under Executive Order 11246,as amended,so that these terms and conditions will be binding upon each subcontractor or vendor. (11)The Contractor shall take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing these terms and conditions,including sanctions for noncompliance;provided,that if the Contractor becomes involved in,or is threatened with,litigation with a subcontractor or vendor as a result of any direction,the Contractor may request the United States to enter into the litigation to protect the interests of the United States. (c)Notwithstanding any other clause in this contract,disputes relative to this clause will be governed by the procedures in 41 CFR 60-1.1. I.30 FAR 52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA VETERANS (APR 1984) I.31 FAR 52.222-36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984) I-12 I.32 FAR 52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND VETERANS OF THE VIETNAM ERA (JAN 1988) I.33 FAR 52.222-41 SERVICE CONTRACT ACT OF 1965,AS AMENDED (MAY 1989) I.34 FAR 52.222-43 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION CONTRACTS)(MAY 1989) I.35 FAR 52.222-44 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT--PRICE ADJUSTMENT (MAY 1989) I.36 FAR 52.223-2 CLEAN AIR AND WATER (APR 1984) I.37 FAR 52.223-6 DRUG-FREE WORKPLACE (JUL 1990) I.38 DEAR 952.224-70 PAPERWORK REDUCTION ACT (APR 1984) (a)In the event that it subsequently becomes a contractual requirement to collect or record information calling either for answer to identical questions from 10 or more persons other than Federal employees,or information from Federal employees which is to be used for statistical compilations of general public interest,the Federal Reports Act will apply to this contract. No plan,questionnaire,interview guide,or other similar device for collecting information (whether repetitive or single-time)may be used without first obtaining clearance from the Office of Management and Budget (OMB). (b)The Contractor shall request the required OMB clearance from the contracting officer before expending any funds or making public contacts forthecollectionofdata.The authority to expend funds and to proceed with the collection of data shall be in writing by the contracting officer.The Contractor must plan at least 90 days for OMB clearance.Excessive delay caused by the Government which arises out of causes beyond the control andwithoutthefaultornegligenceoftheContractorwillbeconsideredin accordance with the clause entitled "Excusable Delays,"if such clause is applicable.If not,the period of performance may be extended pursuant to this clause if approved by the contracting officer. I.39 FAR 52.22S5-11 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (MAY 1992) I.40 FAR §2.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL)(JUN 1987) I.41 DEAR 952.227-71 PATENT RIGHTS -SMALL BUSINESS FIRMS OR NONPROFIT ORGANIZATIONS (OTHER THAN M&Os)(APR 1987) (a)Definitions. (1)"Invention”means any invention or discovery which is or may be patentable or otherwise protectable under Title 35 of the United States Code (U.S.C.)or any novel variety of plant which is or may be protected under the Plant Variety Protection Act (7 U.S.C.2321 et seq.). I-13 (2)"Subject Invention”means any invention of the Contractor conceived or first actually reduced to practice in the performance of work under this contract,provided that in the case of a variety of plant the date of determination (as defined in section 44(d)of the Plant Variety Protection Act,7 U.S.C.2401(d))must also occur during the period of contract performance.. (3)"Practical Application”means to manufacture in the case of a composition or product,to practice in the case of a process or method,or to operate in the case of a machine or system;and,in each case,under suchconditionsastoestablishthattheinventionisutilizedandthatits benefits are,to the extent permitted by law or Government regulations, available to the public on reasonable terms. (4)"Made"when used in relation to any invention means the conception or first actual reduction to practice of such invention. (5)"Small Business Firm"means a small business concern as defined at Section 2 of Pub.L.85-536 (15 U.S.C.632)and implementingregulationsoftheAdministratoroftheSmallBusinessAdministration.Forthepurposeofthisclause,the size standard for small business concerns involved in Government procurement and subcontracting,at 13 CFR 121.3-8 and 13 CFR 121.3-12,respectively,will be used. (6)"Nonprofit Organization”means a university or other institution of higher education or an organization of the type described in section 501(¢)(3)of the Internal Revenue Code of 1954 (26 U.S.C.SOl(c)and exempt from taxation under section 501(a)of the Internal Revenue Code (26 U.S.C.SOl(a))or any nonprofit scientific or educational organization qualified under a state nonprofit organization statute. (7)"Patent Counsel"means the Department of Energy (DOE)Patent Counsel assisting the DOE contracting activity. (b)Allocation of .principal rights. (1)The Contractor may retain the entire right,title and interest throughout the world to each subject invention subject to the provisions of this clause and 35 U.S.C.203.With respect to any subjectinventioninwhichtheContractorretainstitle,the Federal Government shall have a nonexclusive,nontransferable,irrevocable,paid-up license to practice or have practiced for or on behalf of the United States the subject invention throughout the world. (2)(Reserved.)(c)Invention disclosure,election of title and filing of patent applications by Contractor. (1)The Contractor will disclose each subject invention to the Patent Counsel within two months after the inventor discloses it in writing to Contractor personnel responsible for patent matters.The disclosure to the Patent Counsel shall be in the form of a written report and shall identify the contract under which the invention was made and the inventor(s).It shall be sufficiently complete in technical detail to convey a clear understanding,to the extent known at the time of the disclosure of the nature,purpose, operation,and the physical,chemical,biological or electrical characteristics of the invention.The disclosure shall also identify any publication,on sale or public use of the invention and whether a manuscriptdescribingtheinventionhasbeensubmittedforpublicationand,if so, whether it has been accepted for publication at the time of disclosure.In addition,after disclosure to the Patent Counsel,the Contractor will promptly T-14 notify the Patent Counsel of the acceptance of any manuscript describing the invention for publication or of any on sale or public use planned by the Contractor. (2)The Contractor will elect in writing whether or not to retain title to any such invention by notifying the Patent Counsel within two years of disclosure to the Patent Counsel.However,in any case where publication, on sale or public use has initiated the one year statutory period wherein valid patent protection can still be obtained in the United States,the periodforelectionoftitlemaybeshortenedbyPatentCounseltoadatethatisno more than sixty days prior to the end of the statutory period. (3)The Contractor will file its initial patent application on a subject invention to which it elects to retain title within one year after election of title or,if earlier,prior to the end of any statutory period wherein valid patent protection can be obtained in the United States after a> publication,on sale,or public use.The Contractor will file patent applications in additional countries or international patent offices within either ten months of the corresponding initial patent application or six months from the date permission is granted by the Commissioner of Patents and Trademarks to file foreign patent applications where such filing has been prohibited by a Secrecy Order. (4)Requests for extension of the time for disclosure to the Patent Counsel,election,and filing,under subparagraphs (1),(2),and (3) may,at the discretion of the Patent Counsel be granted. (d)Conditions when the Government may obtain title. The Contractor will convey to the DOE,upon written request,title to any subject invention: (1)If the Contracter fails to disclose or elect title to the subject invention within the times specified in (c)above,or elects not to retain title;provided that the DOE may only request title within 60 days after learning of the failure of the contractor to disclose or elect within the specified times; (2)In those countries in which the Contractor fails to file patent applications within the times specified in (c)above;provided,however,thatiftheContractorhasfiledapatentapplicationinacountryafterthetime specified in (c)above prior to its receipt of the written request of the Patent Counsel,the Contractor shall continue to retain title in that country;or (3)In any country in which the Contractor decides not to continue the prosecution of any application for,to pay the maintenance fees on,or defend in a reexamination or opposition proceeding on,a patent on a subject invention. (@)Minimum rights to Contractor and protection of the contractor right to file. (1)The Contractor will retain a nonexclusive,royalty-free license throughout the world in each subject invention to which the Government obtains title except if the Contractor fails to disclose the subject invention within the times specified in (c)above.The Contractor's license extends to its domestic subsidiaries and affiliates,if any,within the corporate structure of which the Contractor is a part and includes the right to grant sublicenses I-15 of the same scope to the extent the Contractor was legally obligated to do so at the time the contract was awarded.The license is transferable only with the approval of DOE except when transferred to the successor of the part of the Contractor's business to which the invention pertains. (2)The Contractor's domestic license may be revoked-or modified by DOE to the extent necessary to achieve expeditious practical application of the subject invention pursuant to an application for an exclusive license submitted in accordance with applicable provisions at 37 CFR 404 and 10 CFR 781.This license will not be revoked in that field of use or the geographical areas in which the Contractor has achieved practical application and continues to make the benefits of the invention reasonably accessible to the public.The license in any foreign country may be revoked or modified at the discretion of DOE to the extent the Contractor,its licensees,or its domestic subsidiaries or affiliates have failed to achieve practical application in that foreign country. (3)Before revocation or modification of the license,DOE will furnish the Contractor a written notice of its intention to revoke or modify the license,and the Contractor will be allowed thirty days (or such other time as may be author:zed by DOE for good cause shown by the Contractor)after the notice to show cause why the license should not be revoked or modified. The Contractor has the right to appeal,in accordance with 37 CFR 404 and 10 CFR Part 781,any decision concerning the revocation or modification of its license. (f£)Contractor action to protect the Government's interest. (1)The Contractor agrees to execute or to have executed and promptly deliver to the Patent Counsel all instruments necessary to: (i)Establish or confirm the rights the Government has throughout the world in those subject inventions to which the Contractor elects to retain title,and (ii)Convey title to DOE when requested under (d)above and to enable the Government to obtain patent protection throughout the world in that subject invention. (2)The Contractor agrees to require,by written agreement,its employees,other than clerical and nontechnical employees,to disclosepromptlyinwritingtopersonnelidentifiedasresponsiblefortheadministrationofpatentmattersandinaformatsuggestedbytheContractor each subject invention made under this contract in order that the Contractor can comply with the disclosure provisions of (¢c)above and to execute all papers necessary to file patent applications on subject inventions and toestablishtheGovernment's rights in the subject inventions.The disclosure format should require,as a minimum,the information required by (¢)(1)above. The Contractor shall instruct such employees through the employee agreements or other suitable educational programs on the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to United States or foreign statutory bars. (3)The Contractor will notify the Patent Counsel of any decision not to continue prosecution of a patent application,pay maintenance fees,or defend in a reexamination or opposition proceeding on a patent,in any country,not less than thirty days before the expiration of the response period required by the relevant patent office. (4)The Contractor agrees to include,within the specification of any United States patent applications and any patent issuing thereon covering I-16 a subject invention,the following statement "This invention was made with Government support under (identify the contract)awarded by the Department of Energy.The Government has certain rights in this invention." (5)The Contractor agrees to: (i)Upon request,provide a report prior to the close-out of the contract listing all subject inventions or stating that there were none; (ii)Provide,upon request,a copy of the patent application,filing date,serial number and title,patent number and issuedateforanysubjectinventioninanycountryinwhichthecontractorhas applied for a patent;and (iii)Provide upon request,but not more than annually, listings of all subject inventions which were disclosed to DOE during the applicable reporting period. (9g)Subcontracts. (1)The Contractor will include this clause,suitably modified to identify the parties,in all subcontracts,regardless of tier,for experimental,developmental or research work to be performed by a smallbusinessfirmoradomesticnonprofitorganization.The subcontractor will retain all rights provided for the Contractor in this clause,and the Contractor will not,as part of the consideration for awarding the subcontract,obtain rights in the subcontractor's subject inventions. .(2)The Contractor will include in all other subcontracts,regardless of tier,for experimental,developmental,demonstration or researchworkthepatentrightsclauseof41CFR9-9.107-5(a)or 9-9.107-6 as appropriate,modified to identify the parties. (3)In the case of a subcontracts at any tier,when the primeawardwithDOEwasacontract(but not a grant or cooperative agreement)DOE, the subcontractor,and the contractor agree that the mutual obligations of the parties created by this clause constitute a contract between the subcontractorandDOEwithrespecttothosematterscoveredbythisclause;provided however that nothing in this paragraph is intended to confer any jurisdiction under the Contract Disputes Act in connection with proceedings under paragraph (3) ef this clause. (h)Reporting on utilization of subject inventions. The Contractor agrees to submit on request periodic reports no more frequently than annually on the utilization of a subject invention or on efforts at obtaining such utilization that are being made by the Contractor or its licensees or assignees.Such reports shall include information regarding the status of development,date of first commercial sale or use,gross royalties received by the Contractor,and such other data and information asDOEmayreasonablyspecify.The Contractor also agrees to provide additional reports as may be requested by DOE in connection with any march-in proceeding undertaken by DOE in accordance with paragraph (3)of this clause.As required by 35 U.S.C.202(c)(5),DOE agrees it will not disclose such information to persons outside the Government without permission of the Contractor. (i)Preference fer United States industry. Notwithstanding any other provision of this clause,the Contractor I 17 agrees that neither it nor any assignee will grant to any person the exclusive right to use or sell any subject inventions in the United States unless suchpersonagreesthatanyproductsembodyingthesubjectinventionorproducedthroughtheuseofthesubjectinventionwillbemanufacturedsubstantially in the United States.However,in individual cases,the requirement for such an agreement may be waived by DOE upon a showing by the Contractor or itsassigneethatreasonablebutunsuccessfuleffortshavebeenmadetogrant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible. (3)March-in-rights. The Contractor agrees that with respect to any subject invention in which it has acquired title,DOE has the right in accordance with the procedures in 37 CFR 401.6 and any supplemental regulations of DOE to requirethecontractor,an assignee or exclusive licensee of a subject invention to grant a nonexclusive,partially exclusive,or exclusive license in any field.of use to a responsible applicant or applicants,upon terms that are reasonable under the circumstances,and if the Contractor,assignee,or exclusive licensee refuses such a request,DOE has the right to grant such a license itself if DOE determines that: (1)Such action is necessary because the Contractor or assignee has not taken,or is not expected to take within a reasonable time,effective steps to achieve practical application of the subject invention in such field of use; (2)Such action is necessary to alleviate health or safety needs which are not reasonably satisfied by the Contractor,assignee,or their licensees; (3)Such action is necessary to meet requirements for public use specified by Federal regulations and such requirements are not reasonablysatisfiedbytheContractor,assignee,or licensees;or (4)Such action is necessary because the agreement required byparagraph(i)of this clause has not been obtained or waived or because alicenseeoftheexclusiverighttouseorsellanysubjectinventioninthe United States is in breach of such agreement. (k)Special provisions for contracts with nonprofit organizations. If the Contractor is a nonprofit organization it agrees that: (1)Rights to a subject invention in the United States may not be assigned without the approval of DOE,except where such assignment is made to an organization which has as one of its primary functions the management of inventions,provided that such assignee will be subject to the same provisions as the Contractor; (2)The Contractor will share royalties collected on a subject invention with the inventor,including Federal employee co-inventors (when DOE deems it appropriate)when the subject invention is assigned in accordance with 35 U.S.C.202(e)and 37 CFR 401.10; (3)The balance of any royalties or income earned by the Contractor with respect to subject inventions,after payment of expenses (including payments to inventors)incidental to the administration of subject inventions,will be utilized for the support of scientific research or education;and I-18 (4)It will make efforts that are reasonable under the circumstances to attract licensees of subject inventions that are smail business firms and that it will give a preference to a small business firm when licensing a subject invention if the Contractor determines that the small business firm has a plan or proposal for marketing the invention which,if executed,is equally as likely to bring the invention to practical application as any plans or proposals from applicants that are not small business firms; provided that the Contractor is also satisfied that the small business firm has the capability and resources to carry out its plan.or proposal.The decision whether to give a preference in any specific case will be at the discretion of the Contractor.However,the Contractor agrees that the Secretary of Commerce may review the Contractor's licensing program and decisions regarding small business applicants,and the Contractor will negotiate changes to its licensing policies,procedures,or practices with theSecretaryofCommercewhentheSecretaryofCommerce's review discloses that the Contractor could take reasonable steps to implement more effectively therequirementsofthisparagraph(k)(4). (1)Communications.The DOE central point of contact for communications or matters relating to this clause is the Patent Counsel. I.42 FAR 52.228-7 INSURANCE--LIABILITY TO THIRD PERSONS (APR 1984) I.43 FAR 52.229-4 FEDERAL,STATE,AND LOCAL TAXES (NONCOMPETITIVE CONTRACT) (JAN 1991) (a)"Contract date,”as used in this clause,means the effective date ofthiscontractand,for any modification to this contract,the effective date of the modification. "All applicable Federal,State,and local taxes and duties,”as used in this clause,means all taxes and duties,in effect on the contract date,that the taxing authority is imposing and collecting on the transactions or property covered by this contract. "After-imposed tax,"as used in this clause,means any new or increased Federal,State,or local tax or duty,or tax that was excluded on the contract date but whose exclusion was later revoked or amount of exemption reduced during the contract period,other than an excepted tax,on the transactions or property covered by this contract that the Contractor is required to pay orbearasaresultoflegislative,judicial,or administrative action taking effect after the contract date. "After-relieved tax,"as used in this clause,means any amount of Federal,State,or local tax or duty,other than an excepted tax,that would otherwise have been payable on the transactions or property covered by this contract,but which the Contractor is not required to pay or bear,or for which the Contractor obtains a refund or drawback,as the result of legislative,judicial,or administrative action taking effect after the contract date. "Excepted tax,"as used in this clause,means social security or other employment taxes,net income and franchise taxes,excess profits taxes, capital stock taxes,transportation taxes,unemployment compensation taxes, and property taxes.""Excepted tax”does not include gross income taxes levied on or measured by sales or receipts from sales,property taxes assessed on completed supplies covered by this contract,or any tax assessed on the Contractor's possession of,interest in,or use of property,title to which is in the Government. (b)Unless otherwise provided in this contract,the contract price includes all applicable Federal,State,local taxes and duties. (¢)The contract price shall be increased by the amount of any after- imposed tax,or of any tax or duty specifically excluded from the contractpricebyatermorconditionofthiscontractthattheContractorisrequiredtopayorbear,including any interest or penalty,if the Contractor states inwritingthatthecontractpricedoesnotincludeanycontingencyforsuchtax and if liability for such tax,interest,or penalty was not incurred throughtheContractor's fault,negligence,or failureto follow instructions of the Contracting Officer. (a)The contract price shall be decreased by the amount of any after- relieved tax.The Government shall be entitled to interest received by the Contractor incident to a refund of taxes to the extent that such interest was earned after the Contractor was paid by the Government for such taxes.The Government shall be entitled to repayment of any penalty refunded to the Contractor to the extent that the penalty wags paid by the Government. {e)The contract price shall be decreased by the amount of any Federal, State,or local tax,other than an excepted tax,that was included in the contract price and that the Contractor is required to pay or bear,or does notobtainarefundof,through the Contractor's fault,negligence,or failure to follow instructions of the Contracting Officer. (£)No adjustment shall be made in the contract price under this clause unless the amount of the adjustment exceeds $250. (g)The Contractor shall promptly notify the Contracting Officer of allmattersrelatingtoFederal,State,and local taxes and duties that reasonablymaybeexpectedtoresultineitheranincreaseordecreaseinthecontractpriceandshalltakeappropriateactionastheContractingOfficerdirects.The contract price shall be equitably adjusted to cover the costs of actiontakenbytheContractoratthedirectionoftheContractingOfficer,including any interest,penalty,and reasonable attorneys'fees.. (h)The Government shall furnish evidence appropriate to establish exemption from any Federal,State,or local tax when (1)the Contractor requests such exemption and states in writing that it applies to a tax excluded from the contract price and (2)a reasonable basis exists to sustain the exemption. I.44 FAR 52.232-11 EXTRAS (APR 1984) I.45 FAR 52.232-24 PROHIBITION OF ASSIGNMENT OF CLAIMS (JAN 1986) The assignment of claims under the Assignment of Claims Act of 1940,as amended,31 U.S.C.3727,41 U.S.C.15,is prohibited for this contract. I.46 FAR §2.232-17 INTEREST (JAN 1991) I.47 FAR 52.232-25 PROMPT PAYMENT (SEP 1992) I.48 FAR 52.233-1 DISPUTES (DEC 1991),ALTERNATE I (DEC 1991) TI.49 FAR 52.233-3 PROTEST AFTER AWARD (AUG 1989) I.50 . FAR 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS,EQUIPMENT,AND VEGETATION (APR 1984) I.51 . FAR 52.237-3 CONTINUITY OF SERVICES (JAN 1991) I.52 FAR 52.242-13 BANKRUPTCY (APR 1991) I.53 FAR 52.243-1 CHANGES -FIXED-PRICE (AUG 1987)ALTERNATE I (APR 1984) I.54 FAR §2.246-25 LIMITATION OF LIABILITY-SERVICES (APR 1984) I.55 . FAR 52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) (APR 1984) I.S56 FAR 52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE)(APR 1984) I.57 FAR 52.249-14 EXCUSABLE DELAYS (APR 1984) I.$8 RIGHTS IN DATA- GENERAL (a)Definitions. "Computer software,"as used in this clause,means computer programs, computer data bases,and documentation thereof. "Data,"as used in this clause,means recorded information,regardless of form or the media on which it may be recorded.The term includes technical data and computer software.The term does not include information incidental to contract administration,such as financial,administrative,cost or pricing,or management information. "Porm,fit,and function data,"as used in this clause,means data relating to items,components,or processes that are sufficient to enable physical and functional interchangeability,as well as data identifying gource,size,configuration,mating,and attachment characteristics, functional characteristics,and performance requirements;except that for computer software it means data identifying source,functional characteristics,and performance requirements but specifically excludes the source code,algorithm,process,formula,and flow charts of the software. "Limited rights date,"as used in this clause,means data (other than computer software)developed at private expense that embody trade secrets or are commercial or financial and confidential or privileged. "Technical data,"as used in this clause,means (other than computer software)which are of a scientific or technical nature. I-21. "Restricted computer software,"as used in this clause,means computer software developed at private expense and that is a trade secret;is commercial or financial and is confidential or privileged;or is published copyrighted computer software;including minor modifications of such computer software. "Unlimited rights,"as used in this clause,means the right of the Government to use,disclose,reproduce,prepare derivative works,distribute copies to the public,and perform publicly and display publicly,in any manner and for any purpose,and to have or permit others to do so. "Limited rights,"as used in this clause,means the rights of the Government in limited rights data as set forth in the Limited Rights Notice of subparagraph (g)(2)if included in this clause. "Restricted rights,"as used in this clause,means the rights of the Government in restricted computer software,as set forth in a Restricted Rights Notice of subparagraph (g)(3)if included in this clause,or as ; otherwise may be provided in a collateral agreement incorporated in and made part of this contract,including minor modifications of such computer software. (b)Allocations of rights. (1)Except as provided in paragraph (c)below regarding copyright,the Government shall have unlimited rights in-- (i)Data first produced in the performance of this contract. (ii)Form,fit,and function data delivered under this contract; .(iii)Data delivered under this contract (except for restricted computer software)that constitute manuals or instructional and training material for installation,operation,or routine maintenance and repair items,components,or processes delivered or furnished for use under this contract;and . :: (iv)All other data delivered under this contract unless provided otherwise for limited rights data or restricted computer software inaccordancewithparagraph(g)below. (2)The Contractor shall have the right to-- .(i)Use,release to others,reproduce,distribute,or |publish any data first produced or specifically used by the Contractor in the performance of this contract,unless provided otherwise in paragraph (d) below; (ii)Protect from unauthorized disclosureand use those data which are limited rights data or restricted computer software to the extent provided in paragraph (g)below; (iii)Substantiate use of,add or correct limited rights, restricted rights,or copyright notices and to take other appropriate action, in accordance with paragraphs (e)and (f£)below;and (iv)Establish claim to copyright subsisting in data first produced in the performance of this contract to the extent provided in I-22 subparagraph (c)(1)below. (c)Copyright. (1)Data first produced in the performance of this contract. Unless provided otherwise in supparagraph (d)_below,the Contractor mayestablish,without prior approval of the Contracting Officer,claim to copyright subsisting in scientific and technical articles based on or containing data first produced in the performance of this contract and published in academic,technical or professional journals,symposia proceedings or similar works.The prior,express written permission of the Contracting Officer is required to establish claim to copyright subsisting in all other data first produced in the performance of this contract.When claim to copyright is made,the Contractor shall affix the applicable copyright notices of 17 U.S.C.401 or 402 and acknowledgement of Government sponsorship (including contract number)to the data when such data are delivered to the Government,as well as when the data are published or deposited for registration as a published work in the U.S.Copyright Office.For data other than computer software the Contractor grants to the Government,and others acting on its behalf,a paid-up,nonexclusive,irrevocable worldwide license in such copyrighted data to reproduce,prepare derivative works,distribute copies to the public,and perform publicly and display publicly,by or on behalf of the Government.For computer software,the Contractor grants to the Government and others acting in its behalf,a paid-up nonexclusive, irrevocable worldwide license in such copyrighted computer software to reproduce,prepare derivative works,and perform publicly and display publicly by or on behalf of the Government. (2)Data not first produced in the performance of this contract. The Contractor shall not,without prior written permission of the Contracting Officer,incorporate in data delivered under this contract any data not first produced in the performance of this contract and which contains the copyright notice of 17 U.S.C.401 and 402,unless the Contractor identifies such data and grants to the Government,or acquires on its behalf,a license of the same._scope as set forth in subparagraph (1)above;provided,however,that if suchdataarecomputersoftwaretheGovernmentshallacquireacopyrightlicenseas set.forth in subparagraph (g)(3)below if included in this contract or ag otherwise may be provided in a collateral agreement incorporated in or made part of this contract. (3)Removal of copyright notices.The Government agrees not to remove any copyright notices placed on data pursuant to this paragraph (Cc), and to include such notices on all reproductions of the data. (d)Release,publication and use of date. (1)The Contractor shall have the right to use,release to others, reproduce,distribute,or publish any data first produced or specifically used by the Contractor in the performance of this contract,except to the extent such data may be subject to the Federal export control or national security laws or regulations,or unless otherwise provided below in this paragraph or expressly set forth in this contract. (2)The Contractor agrees that to the extent it receives or is given access to data necessary for the performance of this contract which contain restrictive markings,the Contractor shall treat the data in accordance with such markings unless otherwise specifically authorized in writing by the Contracting Officer. (3)The Contractor agrees not to establish claim to copyright in computer software first produced in the performance of this contract without 7-23 prior written permission of the Contracting Officer.When such permission is granted,the Contracting Officer shall specify appropriate terms to assuredisseminationofthesoftware.The Contractor shall promptly deliver to the Contracting Officer or to the Patent Counsel designated by the Contracting Officer a duly executed and approved instrument fully confirmatory of all rights to which the Government is entitled,and other terms pertaining to thecomputersoftwaretowhichclaimtocopyrightismade. (e)Unauthorized marking of date. (1)Notwithstanding any other provisions of this contract concerning inspection or acceptance,if any data delivered under this contract are marked with the notices specified in subparagraphs (g)(2)or (g)(3)below and use of such is not authorized by this clause,of if such data bears any other restrictive or limiting markings not authorized by this contract,the Contracting Officer may at any time either return the data to the Contractor, or cancel or ignore the markings.However,the following procedures shall apply prior to canceling or ignoring the markings. (i)The Contracting Officer shall make written inquiry to the contractor affording the Contractor 30 days from receipt of the inquiry to provide written justification to substantiate the propriety of the markings; (ii)If the Contractor fails to respond or fails to provide written justification to substantiate the propriety of the markings within the 30-day period (or a longer time not exceeding 90 days approved in writing by the Contracting Officer for good cause shown),the Government shall have the right to cancel or ignore the markings at any time after said period and the data will not longer be made subject to any disclosure prohibitions. (iii)If the Contractor provides written justification to substantiate the propriety of the markings within the period.set in subdivision (i)above,the Contracting Officer shall consider such written justification and determine whether or not the markings are to be cancelled orignore.If the Contracting officer determines that the markings areauthorized,the Contractor shall be so notified in writing.If the Contracting officer determines,with concurrence of the Head of the Contracting Activity,that the markings are not authorized,the Contracting Officer shall furnish the Contractor a written determination,which determination shall become the final agency decision regarding the appropriateness of the markings unless the Contractor files suit in a courtofcompetentjurisdictionwithin90daysofreceiptoftheContractingOfficer's decision.The Government shall continue to abide by the markings under this subdivision (iii)until final resolution of the matter wither by the Contracting Officer's determination becoming final (in which instance the Government shall thereafter have the right to cancel or ignore the markings at any time and the data will no longer be made subject to any disclosure prohibitions),or by final disposition of the matter by court decision if suit is filed. (2)The time limits in the procedures set forth in subparagraph (1)above may be modified in accordance with agency regulations implementing the Freedom of Information Act (5 U.S.C.552)if necessary to respond to a request thereunder. (3)This paragraph (e)does not apply if this contract is for a major system or for support of a major system by a civilian agency other than NASA and the U.S.Coast Guard subject to the provisions of Title III of the Federal Property and Administration Services Act of 1949. (4)Except to the extent the Government's action occurs as the I-24 result of final disposition of the matter by a court of competent jurisdiction,the Contractor is not precluded by this paragraph (e)frombringingaclaimundertheContractDisputesAct,including pursuant to the Disputes clause of this contract,as applicable,that may arise as the result of the Government removing or ignoring authorized markings on.data delivered under this contract.- (f£)Omitted or incorrect markings. (1)Data delivered to the Government without either the limited rights or restricted rights notice as authorized by paragraph (g)below,or the copyright notice required by paragraph (c)above,shall be deemed to have been furnished with unlimited rights,and the Government assumes no liability for disclosure,use,or reproduction of such data.However,to the extent the data has not been disclosed without restriction outside the Government,the Contractor may request,within 6 months (or a longer time approved by the Contracting Officer for good cause shown)after delivery of such data, permission to have notices placed on qualifying data at the Contractor'sexpense,and the Contracting Officer may agree to do so if the Contractor-- (i)Identifies the data to which the omitted notice is to be applied; (ii)Demonstrates that the omission of the notice was inadvertent; (iii)Established that the use of the proposed notice is authorized;and (ivy Acknowledges that the Government has no liability with respect to the disclosure,use,or reproduction of any such data made prior totheadditionofthenoticeorresultingfromtheomissionofthenotice. (2)The Contracting Officer may also (i)Permit correction at the Contractor's expense of incorrect notices if the Contractor identifies the data on which correction of the notice is to be made,and demonstrates that the correct notice is authorized,or (ii)Correct any incorrect notices. (g)Protection of limited rights data and restricted computer software. (1)When data other than that listed in subparagraphs (b)(1)(i), (ii),and (iii)above are specified to be delivered under this contract andqualifyaseitherlimitedrightsdataorrestrictedcomputersoftware,if the Contractor desires to continue protection of such data,the Contractor shall withhold such data and not furnish them to the Government under this Contract. As a condition to this withholding,the Contractor shall identify the data being withheld and furnish form,fit,and function data in lieu thereof. Limited rights data that are formatted as a computer data base for delivery to the Government is to be treated as limited rights data and not restricted computer software. (2)(Reserved.] (3)(Reserved.] (h)Subcontracting.The Contractor has the responsibility to obtain from its subcontractors all data and rights therein necessary to fulfill the I-25 Contractor's obligations to the Government under this contract.If a subcontractor refuses to accept terms affording the Government such rights, the Contractor shall promptly bring such refusal to the attention of the Contracting Officer and not proceed with subcontract award without further authorization.- (i)Relationship to patents.Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to theGovernment.: (j)The Contractor agrees,except as may be otherwise specified in this contract for specific data items listed as not subject to this paragraph,that the Contracting officer or an authorized representative may,up to three years after acceptance of all items to be delivered under this contract,inspect at the Contractor's facility any data withheld pursuant to paragraph (g)(1) above,for purposes of verifying the Contractor's assertion pertaining to the limited rights or restricted rights status of the data or for evaluating work performance.Where the Contractor whose data are to be inspected demonstrates to the Contracting Officer that there would be a possible conflict of interest if the inspection were made by a particular representative,the Contracting Officer shall designate an alternate inspector. I-26 Section J.1 SECTION J ATTACHMENTS TABLE OF CONTENTS Clause LIST OF ATTACHMENTS -ALTERNATE IV J.1 SECTION J ATTACHMENTS LIST OF ATTACHMENTS ALTERNATE IV ATTACHMENT A B DESCRIPTION Schedule of Rates Sample schedule of Labor Rates EP-92 Eklutna Line Inspection Report Form Structure Listing Structure Drawings APA Power System Clearance Procedures PAGE(S) 18 51 APPENDIX A -SCHEDULE OF RATES Reimbursement to the Contractor by the United States Government for work performed under this contract shall be made in accordance with Section C -of the basic contract and the following schedule: A.BASTC TERC ACCOUNT NUMBERS 560 Operation Supervision and Engineering 561 Substation Operators 562 Station Expense 563 Overhead Line Expense 568 Maintenance Supervision and Engineering 569 Maintenance of Structures 570 Maintenance of Station Equipment 571 Maintenance of Overhead Lines 921 Office Supplies and Expenses (G&A) B.SUBSTATION OPERATORS Billing Account Unit.Number Man-Hour 561 C.Required Maintenance Walking Ground Patrol Man-Hour 563 Aerial Patrol Man-Hour |563 Tower Inspection (Climbing)Man-Hour 563 Hardware Repair Adjustment or Replacement Man-Hour 571 Routine Brush Clearing Man-Hour S71 .ADDITIONAL MAINTENANCE TEMS Substation Maintenance Replacement/Repair or Sroken Insulators Replacement or Tighten Sagging Lines Replacement of Poles Conductor Repair/Replacement Fence Repair E.DIRECT AND INDIRECT OH EXPENSES Operation Supervision and Engineering (Direct). Maintenance Supervision and Engineering (Direct) Man-Hdour Man-Hour Man-Hour Man-Hour Man-Hour Man-Hour Man-Hour Man-Hour 570 571 571 S71 571 571 560 568 EKLUINA PROJECT TRANSMISSION LINE INSPECTION SHEET Inspected by:Date Inspection Type:Ground Patrol O Climbing Inspection 0 Air Patrol 0 "A”Phase is North or West Structure No: Ground Patrol: Structure Condition (General) Insulators: "A"Phase . "B"Phase _ "Cc"Phase Guy Condition and Repair: Right-of-Way Ahead:Condition and Work Done: Climbing Patrol: Pole Condition -General,Top Rot,Cracks,Shell Rot, "A"Phase: "B"*Phase; "C"Phases ete: Guys and Hardware: Crossarms: Insulation: Hardware Tightened: ROW Ahead: Work Done: EP.92 SAU ATTACHMENT (¢)'" cE,le E kiutreoPcrteaContedD'G2 U.S.Department of Energy Alaska Power Administration 2770 Sherwood Lane Juneau,Alaska 99801 August 28,1992 Mr.Thomas Stahr,Manager Anchorage Municipal Light &Power 1200 E.First Avenue Anchorage,AK 99501 RE:Contract Award,Eklutna Operations Dear Mr.Stahr: Anchorage Municipal Light and Power is awarded Contract Number DE-AC85-92AP10028 for the remote operations of the Eklutna PowerPlant.Enclosed is your fully executed copy of the contract. This letter is your formal Notice to Proceed in accordance with the provisions thereof.Please provide Alaska Power Administration with the appropriate certificates of insurance within 15 days of the contract award as specified. Feel free to contact Mr.Thomas Wilde,Eklutna Area Project Manager,or myself with any questions. Sincerely, ohn White Contracting Officer Enclosure =1.THIS CONTRACT IS A RATED OA RATINGSOLICITATION,OFFER AND AWARD UNOER DPAS (15 CEN 380)A |NIA PAGE OF 1 3 81 Paces NTRACT 89 3.SOLICITATION NO.4.TYPE OF SOLICITATION 5.DATE ISSUED {6.REQUISITION/PURCHASE AC85-92AP10028 SEALED BID (iFa)NO. DE-FB85-92AP10027 |NEGOTIATED (RFP)07/23/92 iUED BY cooeL_8.ADORESS OFFER TO (If other than item 7) U.S.Department of Energy Alaska Power Administration 2770 Sherwood Lane STE 2B Juneau,AK 99801 NOTE:In seated bid solicitations 'offer'and "offeror”mean "bid”and "bidder”. SOLICITATION 9.Sealed offers in original and TWO (2)pies for furnishing the suppiies or services in the Schedule will be received at the piace specified in item 8,or if handcarried,in the depository located in 2770 SHERWOOD LANE STE 28 unt 2:00 PM_tocal time AUGUST 25'TH 1992 .CAUTION -LATE Submisai Modifications,and Withdrawals,See Section L,Provision No.$2.21 4.Joe $2.215.10.All offere are subject to ail terms and conditionscontainedinthissolicitation. 10.FOR INFORMATION >A.NAME ;8.TELEPHONE NO.(Include area code)(NO COLLECT CALLS)CALL:JOHN WHITE OR MIKE DEIHL (907)586-7405 11.TABLE OF CONTENTS w |sec.|DESCRIPTION }paceis:|>|sec.|DESCRIPTION |PAGEIS) PART |-THE SCHEDULE PART Il -CONTRACT CLAUSES x |a__|SOLICITATION/CONTRACT FORM 1 x_|1 __|ConTRACT CLAUSES 117-118 Xx!8 SUPPLIES OR SERVICES AND PRICES/COSTS Bi-B2 PART J!-LIST OF DOCUMENTS,EXHIBITS AND OTHER ATTACH x c__|OESCRIPTION/SPECS.WORK STATEMENT CLC4 x |4 _|ust oF ATTACHMENTS 134-375 Xx D0 |PACKAGING AND MARKING 01:02 PARTIV-REPRESENTATIONS ANDINSTRUCTIONSYX-|INSPECTION AND ACCEPTANCE £1-F?x x REPRESENTATIONS,CERTIFICATIONS ANO K1-K13xXF*-ELIVERIES OR PERFORMANCE F1-F?OTHER STATEMENTS OF OFFERORS _xX G__|CONTRACT ADMINISTRATION DATA G1-G4 xX t___|INSTRS.,CONDS..AND NOTICES TO OFFERORS L1-L11 H |SPECIAL CONTRACT REQUIREMENTS H1-H5 x.M___|EVALUATION FACTORS FOR AWARD M1-M2 OFFER (Must be fully completed by offeror) www -E:ftom 12 does not aopiy it the solicitation includes the provisions at 52.214.16,Minimum Gid Accantance Period.SEE SECTION K. 12.In compliance with the above,the undersigned agrees,if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror)trom the date for receipt of offers specified above,to furnish any or ail items upon which prices are offered at the price set opposite each item,delivered at the designated pointis),within the time specified in the schedule. 13.DISCOUNT FOR PROMPT |10 CALENDAR DAYS 20 CALENDAR DAYS 30 CALENDAR DAYS CALENDAR DAYS PAYMENT >%%%-% (See Section 1,Clause Ne.$2-232-8)' 14.ACKNOWLEDGMENT OF AMENOMENTS AMENDMENT NO.OATE AMENDMENT NO.DATE (The offeror acknawledges receipt of amendmentstotheSOLICITATIONforofferorsandrelated documents numbered and dated: 15A.NAME coor |Facuity |16.HAME ANO TITLE OF FERSON AUTHORIZED TO SIGN OFFERANDREssMUNICIPALITYOFANCHORAGE OF MUNICIPAL LIGHT &POWER Thomas R.Stahr OFFEROR 1200 East First Avenue General Manager,ML&PAnchorage,Alsachla g90S0l : 15B.TELEPHONE NO.(Include eres 15C.CHECK IF REMITTANCE ADDRESS 17.SIGN E 18.OFFER DATEIsDIFFERENTFROMABOVE.ENTER-<*)(907)279-7671 SUCH ADDRESS IN SCHEDULE BZ 7 42S |8-7-92AWARD{To be comoleted bvGovernment) 19.ACCEPTED AS TO ITEMS NUMBERED 20.AMOUNT 21.ACCOUNTING ANO APPROPRIATION Bid Item B-l Baseyear Neg.(3,000)SEES7a.AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:ECTION G,PARAGRAPH G. 23.SUBMIT INVOICES TO ADOR(J10 u.s.c.23041e1 »-[Jar uss.c.25aten )(4 copies unleet otherwise specifind)NN BOE G24.ADMINISTERED BY (If other than item 7)cove}25.PAYMENT WILL BE MADE BY CODE U.S.Department of Energy Alaska Power Administration 2770 sherwood lane STE 28 Juneau,AK 99801 26.NAME OF CONTRACTING OFFICER (Typeorpam 27.UNITED 28.AWARD OATE John White 8/28/92 ¢Offer) MPORTANT -Award will be made on this Form or on Stanaara Form 26.or ny orn?authorized official wrrren notice. TISN 7640-01-162-8064 33-133 STANDARD FORM 33 .hev.e-60) ATTACHMENT;Response to Data Requested on p.C-4 As per the telephonic discussions between John White of APA and Bob Price of ML&P on August 21,1992,the following is abriefsynopsisofthedescriptivedatarequestedonpg.c=4ofthesolicitation.More detailed information is available on request. 1.The operations/dispatch center is manned 24 hours per day (normally 8 hour shifts)with a qualified dispatcher(see item 2 below).The center is a fully functional powercontrolcenterequippedwiththestateoftheart communications equipment and tied with SCADA via microwave. Various control mechanisms such as the Dunstan controller are used for programming generator output changes to meet changing loads. 2.The following personnel perform duty as Power Dispatchers: Lee Cluff:7 years experience as power dispatcher,more then 10 years prior experience in power plantoperationsandmaintenance. Mike Easley:7 years experience as power system Gispatcher,15 years prior experience in electric utility engendering and operations. Ken Lane:3 years as a power system dispatcher,6 years prior experience as SCADA system specialist,10yearsexperienceinpowerplantoperationsand maintenance. Dave Mapston:5 years as a power dispatcher,3 yearspowerplantoperationsandmaintenance,20 +yearsexperienceinelectricutilityoperationsand management. Houston Snyder:4 years power dispatcher experience,20 years experience in power plant operations and maintenance. All dispatchers meet journeyman criteria for this career field 3.The SCADA equipment provided by APA will be interfaced with the existing ML&P SCADA system and providetherequiredcommunicationdatalinkfortheProjectatminimalcost(to be covered by ML&P). 4.ML&P plans on incorporating ARA's equipment with its own SCADA equipment.Although there are some difference in ML&P and APA SCADA equipment,ML&P will use the APA equipment as provided. Section B. B. B. Cc. D.&e>uwNLoadawo[a4wH.8 H.9pl°>wN-wuN-wnN-LS)-adww(aENTIRE TABLE OF CONTENTS Clause ITEMS BEING ACQUIRED/TOTAL PRICE,ALTERNATE I FAR 52.217-8 OPTION TO EXTEND SERVICES (AUG 1989) FAR 52.217-5 EVALUATION OF OPTIONS (JUL 1990) STATEMENT OF WORK,ALTERNATE I MARKING PACKAGING FAR 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (FEB 1992) INSPECTION,ALTERNATE I ACCEPTANCE FAR 52.212-13 STOP-WORK ORDER (AUG 1989) FAR 52.212-15 GOVERNMENT DELAY OF WORK (APR 1984) PRINCIPAL PLACE OF PERFORMANCE CORRESPONDENCE PROCEDURES CONTRACTING OFFICER'S REPRESENTATIVE'S (COR)ADDRESS BILLING INSTRUCTIONS BILLING,ALTERNATE I DEFECTIVE OR IMPROPER INVOICES ACCOUNTING AND APPROPRIATION DATA CERTIFICATIONS AND OTHER STATEMENTS OF THE OFFEROR DIRECTION AUTHORITY GOVERNMENT FURNISHED PROPERTY AND DATA -NONE EQUIVALENT FEDERAL WAGE RATES HOLD HARMLESS AND INDEMNIFICATION AGREEMENT CONTRACTOR'S OPERATING MANAGER MANDATORY INSURANCE COVERAGE ORDERING PROCEDURES 13 14 15 16 17 18 19 20 21 22 FUNDING AVAILABILITY OTHER CONTRACTS SOFTWARE MADE AVAILABLE FOR CONTRACTOR'S USE CONTRACTOR'S ORGANIZATION FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988) DOE PR 9-9.102-1 AUTHORIZATION AND CONSENT (JUN 1979) DOE PR 9-9.104 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (JUN 1979) DOE PR 9-9.110(c)REPORTING OF ROYALTIES (JUN 1979) DEAR 952.202-1 DEFINITIONS (APR 1989) FAR 52.203-1 OFFICIALS NOT TO BENEFIT (APR 1984) FAR 52.203-3 GRATUITIES (APR 1984) FAR 52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984) FAR 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL 1985) FAR 52.203-7 ANTI-KICKBACK.PROCEDURES (OCT 1988) FAR 52.203-9 REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY- MODIFICATION (NOV 1990) FAR 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPERACTIVITY(SEP 1990) FAR 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JAN 1990) FAR 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED,SUSPENDED,OR PROPOSED FORDEBARMENT(JUN 1991) FAR 52.214-5 SUBMISSION OF BIDS (DEC 1989) FAR 52.214-26 AUDIT- SEALED BIDDING (APR 1985) FAR 52.214-27 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA-- MODIFICATIONS--SEALED BIDDING (DEC 1991) FAR §2.214-28 SUBCONTRACTOR COST OR PRICING DATA--MODIFICATIONS-- SEALED BIDDING (DEC 1991) FAR 52.214-29 ORDER OF PRECEDENCE -SEALED BIDDING (JAN 1986) FAR 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (APR 1984) FAR §2.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL DISADVANTAGED BUSINESS CONCERNS (FEB 1990) DEAR 952.219-3 SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS ii 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 SUBCONTRACTING PLAN (JAN 1991) FAR 52.219-13 UTILIZATION OF WOMEN-OWNED SMALL BUSINESSES (AUG 1986) FAR 52.219-14 LIMITATIONS ON SUBCONTRACTING (JAN 1991) FAR 52.220-3 UTILIZATION OF LABOR SURPLUS AREA CONCERNS (APR 1984) FAR §2.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (APR 1984) FAR 52.222-3 CONVICT LABOR (APR 1984) FAR S2.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT--OVERTIME COMPENSATION (MAR 1986) FAR 52.222 21 CERTIFICATION OF NONSEGREGATED FACILITIES (APR 1984) FAR S2.222-22 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (APR 1984) FAR 52.222-26 EQUAL OPPORTUNITY (APR 1984) FAR 52.222-29 NOTIFICATION OF VISA DENIAL (APR 1984) FAR 52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA VETERANS (APR 1984) FAR §2.222-36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984) FAR 52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND VETERANS OF THE VIETNAM ERA (JAN 1988) FAR 52.222-41 SERVICE CONTRACT ACT OF 1965,AS AMENDED (MAY 1989) FAR 52.222-44 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT--- PRICE ADJUSTMENT (MAY 1989) FAR 52.223-2 CLEAN AIR AND WATER (APR 1984) FAR 52.223-6 DRUG-FREE WORKPLACE (JUL 1990) FAR 52.225-11 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (APR 1991) FAR 52.229-3 FEDERAL,STATE,AND LOCAL TAXES (JAN 1991) FAR 52.232-3 PAYMENTS UNDER PERSONAL SERVICES CONTRACTS (APR 1984) FAR 52.232-11 EXTRAS (APR 1984) FAR 52.232-17 INTEREST (JAN 1991) ASSIGNMENT OF CLAIMS FAR 52.232-25 PROMPT PAYMENT (APR 1989) FAR 52.233-1 DISPUTES (DEC 1991),ALTERNATE I (DEC 1991) FAR 52.233-3 PROTEST AFTER AWARD (AUG 1989) FAR 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS,EQUIPMENT,AND VEGETATION (APR 1984) iii L. L.oooFnYW&FAR 52.242-13 BANKRUPTCY (APR 1991) FAR 52.243-1 CHANGES--FIXED-PRICE (AUG 1987)ALTERNATE I (APR 1984) FAR 52.246-25 LIMITATION OF LIABILITY-SERVICES (APR 1984) FAR 52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED- PRICE)(APR 1984) FAR 52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE)(APR 1984) FAR 52.252-4 ALTERATIONS IN CONTRACT (APR 1984) DEAR 970.5204-2 SAFETY AND HEALTH (GOVERNMENT OWNED OR LEASED) (APR 1984) WAGE DETERMINATION REPRESENTATIONS,CERTIFICATIONS,AND OTHER STATEMENTS OF BIDDERS /OFFERORS CONTENT OF RESULTING CONTRACT FAR 52.204-4 CONTRACTOR ESTABLISHMENT CODE (AUG 1989) FAR 52.210-3 AVAILABILITY OF SPECIFICATIONS NOT LISTED IN THE GSA INDEX OF FEDERAL SPECIFICATIONS,STANDARDS AND COMMERCIAL ITEM DESCRIPTIONS (JUN 1988) FAR $2.214-1 SOLICITATION DEFINITIONS=--SEALED BIDDING (JUL 1987) FAR 52.214-3 AMENDMENTS TO INVITATIONS FOR BIDS (DEC 1989) FAR 52.214-4 FALSE STATEMENTS IN BIDS (APR 1984) FAR 52.214-5 SUBMISSION OF BIDS (DEC 1989) FAR 52.214-6 EXPLANATION TO PROSPECTIVE BIDDERS (APR 1984) FAR 52.214-7 LATE SUBMISSIONS,MODIFICATIONS,AND WITHDRAWALS OF BIDS (DEC 1989) FAR S2.214-9 FAILURE TO SUBMIT BID (APR 1984) FAR 52.214-10 CONTRACT AWARD--SEALED BIDDING (JUL 1990} FAR 52.214-12 PREPARATION OF BIDS (APR 1984) FAR S2.214-15 PERIOD FOR ACCEPTANCE OF BIDS (APR 1984) FAR 52.214-34 SUBMISSION OF OFFERS IN THE ENGLISH LANGUAGE (APR 1991) FAR 52.214-35 SUBMISSION OF OFFERS IN U.S.CURRENCY (APR 1991) DEAR 952.215-70 NOTICE SUBCONTRACTOR REPRESENTATIONS AND CERTIFICATIONS (APR 1984) FAR 52.216-1 TYPE OF CONTRACT (APR 1984) iv FAR 52.219-22 SIC CODE AND SMALL BUSINESS SIZE STANDARD (JAN 1991) DEAR 952.233-2 SERVICE OF PROTEST (NOV 1988) SMALL BUSINESS SIZE STANDARD AND SET-ASIDE INFORMATION MAILED/HANDCARRIED BID INSTRUCTIONS AN EQUAL RIGHTS NOTE EXPENSES RELATED TO PROPOSAL OR BID SUBMISSIONS AMENDMENT OF THE SOLICITATION,ALTERNATE I NOTICE OF LABOR PROVISIONS DISPOSITION OF SOLICITATION DOCUMENTS DISCUSSIONS WITH OFFERORS DISPOSITION OF PROPOSALS OR BIDS INFORMATION OF AWARD CONTRACT PAYMENT METHODS PREBID CONFERENCE IS PLANNED EVALUATION CRITERIA -GENERAL FAR $2.217-S EVALUATION OF OPTIONS (JUL 1990) FAR 52.232-15 PROGRESS PAYMENTS NOT INCLUDED (APR 1984) Section M.1 M.2 M.3 M.4 SECTION M EVALUATION FACTORS FOR AWARD TABLE OF CONTENTS Clause EVALUATION CRITERIA -GENERAL TIE BIDS -GENERAL FAR 52.217-5 EVALUATION OF OPTIONS (JUL 1990) FAR §2.232-15 PROGRESS PAYMENTS NOT INCLUDED (APR 1984) SECTION B ' SUPPLIES OR SERVICES AND PRICES B.l ITEMS BEING ACQUIRED/TOTAL PRICE,ALTERNATE [I The Contractor shall furnish all personnel,facilities,equipment, material,supplies,and perform services and otherwise do all things necessaryfor,or incident to,the performance and providing the following items of workforitemsB-1 as listed in the Base Year and Option Year 1 thru Option Year 4 in Section B and the Statement of Work,Section C.The period of contractual performance shall commence on or about September 1,1992 and cover a five year term. REMOTE OPERATIONS AND MONITORING OF EKLUTNA HYDROELECTRIC PLANT BASE YEAR $s ($3,000) OPTION YEAR 1 ${%2 000) OPTION YEAR 2 $($2 ano) OPTION YEAR ($2,000) OPTION YEAR 4 $($2 000)WwaTOTAL PRICE s ($11,000) NOTE:Parentheses means that ML&P will payfortherighttoprovidetheseservices. B.2 FAR 52.217-8 OPTION TO EXTEND SERVICES (AUG 1989) The Government may require continued performance of any services within the limits and at the rates specified in the contract.These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor.The option provision may be exercised more than once,but the total extension of performance hereunder shall not exceed 6 months.The Contracting Officer may exercise the option by written notice to the Contractor within the period specified in the Schedule. B.3 FAR 52.217-5 EVALUATION OF OPTIONS (JUL 1990) Except when it is determined in accordance with FAR 17.206(b)not to be itn the Governments best interests,the Government will evaluate offers for award purposes by adding the total price for all options to the total price for thebasicrequirement.Evaluation of options will not obligate the Government to exercise the option(s).. Section B.1 B.2 B.3 SECTION B SUPPLIES OR SERVICES AND PRICES TABLE OF CONTENTS Clause ITEMS BEING ACQUIRED/TOTAL PRICE,ALTERNATE I FAR 52.217-8 OPTION TO EXTEND SERVICES (AUG 1989) FAR 52.217-5 EVALUATION OF OPTIONS SECTION Cc DESCRIPTION/SPECIFICATION TABLE OF CONTENTS Section Clause Cc.1 STATEMENT OF WORK,ALTERNATE I SECTION C DESCRIPTION/SPECIFICATION c.1 STATEMENT OF WORK,ALTERNATE I Synopsis The Alaska Power Administration (APA)is soliciting bids for the purpose of entering into a contract for remote operation and monitoring of the Eklutna Hydroelectric Power Plant and Switchyard (Project)near Palmer,Alaska. This solicitation is limited to the electric utilities who now purchase electrical energy from the Project. Bids must be submitted to the APA on or before August 27,1992.Bids shall describe the method and means to provide a communications data link between the Project and remote operating center.Bids shall include a statement of personnel qualifications and staffing plan for operating and monitoring the Project. Background The APA has the responsibility for operation and maintenance of the Eklutna Project,including facilities for the generation and transmission of electric power and energy.The APA markets this power and energy wholesale to localutilitiesservingretailcustomersintheAnchorageandPalmer,Alaska areas.The local utilities own and operate electric generating plants and/or transmission facilities which are interconnected to the Eklutna Project transmission system. The APA has purchased and installed a SCADA system for controlling and monitoring the Project.This SCADA system is a Digital Equipment Corp.PDP -11/73 computer-based arrangement which is capable of controlling the generators and breakers,providing alarms for generators and Project security,displaying and logging plant data pertinent to system operations.With the SCADA system,APA has the capability of operating the plant in remote auto,local auto,and manual modes.APA uses the remote auto mode as the primary method for power system operations.The SCADA system-.communication system has been designed for a minimum of 9600 baud. Equipment Requirements APA will provide,install,and maintain at their expense and per contractor's requirements,the CRT monitor,keyboard,printer and communications interface equipment at the contractor's operations or dispatch center.This equipment is for controlling and monitoring the two 16.667 MVA hydrogenerators,associated auxiliary equipment and 115 kV transmission line and circuit breakers. The contractor will be required to provide and maintain,at their expense,a highly reliable communications data link between the Eklutna Power Plant and the contractors dispatch or control center.The communications link must be capable of transmitting the control and data signals between the master station SCADA equipment and the remote terminal point with minimal interference or failures. The reliability of the communication data link shall be equal to or exceed the reliability of the State-owned intertie microwave system. Manpower Requirements The contractor shall operate the Eklutna power generation system 24 hours a dayeverydaythroughoutthetermofthecontract.The contractor shall only allow Personnel who are at least minimally qualified as journeyman power plantoperatorstoperformtherequiredoperatingtasks.All operators shall be listed on the contractors staffing plans and approved by APA.APA will provide training to contractor personnel in the use of the SCADA system and particular operating requirements of the Eklutna Power Plant and transmission system.All contractor operations shall be accomplished via the SCADA system remote terminal. Operations Requirements The contractor will provide continuous operations and monitoring normallyrequiredforahydroelectricplant.This includes starting,stopping andadjustinggeneratingunits,operating auxiliary controls,maintaining logs and ether records in accordance with standard operating procedures.The:standard operating procedures specific to the Eklutna facility will be furnished to the contractor by APA.These operating procedures include;(A)operating orders,(B)switching instructions,(C)instructions for issuing and releasing clearances, and (D)working permits for transmission line and generation system maintenance personnel. The contractor shall be required to provide a monthly summary of system events and short-term storage of logs.Logs of the daily operations events,change ofstatusandalarmswillbegeneratedandrecordedautomaticallybytheSCADA system.These logs will include generation electrical and mechanical quantities, station service and transmission system electrical quantities and alarm points..All logs and records shall become the property of APA.Copies of records and daily logs shall be available and furnished to the APA Project Manager upon request.. : . APA will determine and provide the quarterly allotments of energy.ThecontractorwillprovideAPAascheduleshowingthehourlygeneration requirements.The schedule will be provided at least 16 hours in advance.The daily generation will follow this schedule to the extent practicable. The primary method of operation will be with the SCADA system in the remote auto mode with the contractor controlling and monitoring the Eklutna Power Plant.In the event of SCADA system failure or during SCADA system maintenance activities, APA will provide personnel to operate the power plant in the local auto or manual modes. In the event of an emergency,equipment failure,or alarm,the contractor will be required to notify designated APA maintenance personnel via radio system ortelephone.APA personnel will investigate the problem and report findings back to the contractor.APA will provide the contractor with a list and calling order of designated APA personnel. Term of the Contract It is APA's intent that the contract will be in effect on or about September 1, 1992,for a period of five years.The contract may be terminated at any time byeitherparty,with one hundred and twenty (120)days written notice.Termination of the contract shall be finalized by a No-Cost Supplemental Agreement. Method of Payment The annual contract price will be divided into twelve (12)equal payments.Thepaymentduethecontractorwillbesubtractedfromeachmonthlypowerbill(net billing). Bid Acceptance Period Each bid is to be accompanied by representations that the bid,including termsandconditions,will remain in effect for.a period not to exceed 60 days. Evaluation APA will evaluate the bids solely to determine which bidders are technicallyresponsivetothesolicitation,and are the lowest cost to the government. In order to be considered technically responsive to the solicitation,offerors shall submit as a minimum: a 1.A description of the operations and/or dispatch center. 2.Summary of operating personnel including their basic qualifications andproposedstaffingplan. 3.-A description of the offeror's proposed communications data link and thecapabilitytomaintainthislinkinahighlyreliablemanner. 4.If the offeror proposes to provide alternative equipment in lieu of usingAPA's equipment at their control center,then the offeror is required toprovideacompletedescriptionofthisequipmentincludinginstallation time.The offeror must demonstrate compatibility with APA SCADA equipmentandprogramming. SECTION D PACKAGING AND MARKING TABLE OF CONTENTS Section Clause D.1 MARKING D.2 PACKAGING SECTION D PACKAGING AND MARKING D.1 MARKING (a)Each package,report or other deliverable shall be accompanied by aletterorotherdocumentwhich: (1)Identifies the contract by number under which the item is being delivered. (2)Identifies the deliverable Item Number or Report Requirementwhichrequiresthedelivereditem(s). (3)Indicates whether the Contractor considers the delivered item to be a partial or full satisfaction of the requirement. (b)For any package,report or other deliverable being delivered to a partyotherthantheContractingOfficer,a copy of the document required in (a)above shall be simultaneously provided to the office administering the contract,as identified in Section G of the contract,or if none,to the Contracting Officer. D.2 PACKAGING (a)Preservation,packaging,and packing for shipment or mailing of allworkdeliveredhereundershallbeinaccordancewithgoodcommercialpracticeand adequate to insure acceptance by common carrier and safe transportation at themosteconomicalrate(s). (b)All required reports,if not hand delivered,shall be mailed by 1st class mail at a minimum.If necessity warrants,private courier or premium mail service shall be utilized at the Project Managers discretion. SECTION E INSPECTION AND ACCEPTANCE TABLE OF CONTENTS Section Clause E.1 FAR 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (FEB 1992) E.2 INSPECTION,ALTERNATE I E.3 ACCEPTANCE SECTION E INSPECTION AND ACCEPTANCE E.1 FAR 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (FEB 1992) E.2 INSPECTION,ALTERNATE f Inspection of all items under this contract shall be accomplished by theDOEContractingOfficer's Representative (COR),or any other duly authorized Government representative. E.3 ACCEPTANCE Acceptance of all work and effort under this contract (including "ReportingRequirements,”if any)shall be accomplished by the Contracting Officer,or anydulydesignatedrepresentative. SECTION F DELIVERIES OR PERFORMANCE TABLE OF CONTENTS Section Clause F.1 FAR §2.212-13 STOP-WORK ORDER (AUG 1989) F.2 FAR §2.212-15 GOVERNMENT DELAY OF WORK (APR 1984) F.3 PRINCIPAL PLACE OF PERFORMANCE SECTION F DELIVERIES OR PERFORMANCE F.1 FAR 52.212 13 STOP-WORK ORDER (AUG 1989) F.2 FAR $2.212-15 GOVERNMENT DELAY OF WORK (APR 1984) F.3... PRINCIPAL PLACE OF PERFORMANCE Eklutna Project -Palmer Alaska Section G.1 G.2 G.3 G.4 G.5 G.6 SECTION G CONTRACT ADMINISTRATION DATA TABLE OF CONTENTS Clause CORRESPONDENCE PROCEDURES CONTRACTING OFFICER'S REPRESENTATIVE'S (COR)ADDRESS BILLING INSTRUCTIONS BILLING,ALTERNATE I DEFECTIVE OR IMPROPER INVOICES ACCOUNTING AND APPROPRIATION DATA G-1 SECTION G CONTRACT ADMINISTRATION DATA G.1 CORRESPONDENCE PROCEDURES To promote timely and effective administration,correspondence submitted under this contract shall include the contract number and shall be subject to the following procedures: (a)Technical Correspondence.Technical correspondence (as used herein, this term excludes technical correspondence where patent or technical data issues are involved and correspondence which proposes or otherwise involves waivers, deviations,or modifications to the requirements,terms,or conditions of this contract)shall be addressed to the DOE Contracting Officer's Representative (COR),with an information copy of the correspondence to the DOE Contracting Officer (see below paragraph (c)and to the cognizant Government Contract Administration Office (if other than DOE)designated in Block 24 of the Contract Form (Solicitation,Offer,and Award,Standard Form 33)of this contract or if a Standard Form 26 is used (Award/Contract),the Government Contract Administration Office designated in block 6 of this contract. (b)Other Correspondence. (1)If no Government Contract Administration Office is designated on the Contract Form of this contract,all correspondence,other than technical correspondence,shall be addressed to the DOE Contracting Officer,with information copies of the correspondence to the DOE COR,and to the DOE Patent Counsel (where patent or technical data issues are involved). (2)If a Government Contract Administration Office is designated on the Contract Form of this contract,all administrative correspondence,other than technical correspondence,shall be addressed to the Government Contract Administration Office so designated,with information copies of the correspondence to the DOE Contracting Officer,DOE COR,and to the DOE Patent Counsel (where patent or technical data issues are involved). (¢)The DOE Contract Specialist for the contract is located at the address in (d)below and is as follows:. Contract Specialist:John WhiteTelephone:(907)S86-7405 The Contractor shall use the DOE Contract Specialist as the focal point for all matters regarding this contract except technical matters (see paragraph (a) of this clause for definition). (d)DOE Contracting Officer Address.The Contracting Officer address is as follows: Contracting Officer Department of Energy Alaska Power Administration 2770 Sherwood Ln STE 2B ATTN:AD-6 Juneau,AK 99801 ATTN:John White G.2 CONTRACTING OFFICER'S REPRESENTATIVE'S (COR)ADDRESS The Contracting Officer's Representative's (COR)address is as follows: U.S.Department of Energy Alaska Power Administration Eklutna Project Office 4 Mile Old Palmer Hwy,ATIN:Tom Wilde Palmer,AK 99645 Telephone:(907)745-3931 The Contractor shall use the COR as the point of contact on technical matters (see clause entitled "Correspodence Procedures",paragraph (a),in Section G,for definition),subject to the restrictions in the clause entitled "Technical Direction,"in Section H. G.3 . BILLING INSTRUCTIONS (a)The Contractor shall submit the original and three copies of invoices or vouchers in accordance with the Payments provisions of this contract to: U.S.Department of Energy Alaska Power Administration 2770 Sherwood Lane STE 2B,ATTIN:Finance Juneau,AK 99801 os (b)In addition to the invoice requirements contained in Section I under clause FAR 52.232-25,Prompt Payment all invoices must contain the following: (1)Invoice number (2)Amount of invoice (3)Period covered or items delivered (4)Cumulative amount invoiced to date G.4 BILLING,ALTERNATE I If payment is to be made to an address different than that shown in Block 15A of the Standard Form 33,the Contractor shall enter the complete address in the space provided below: G.5 DEFECTIVE OR IMPROPER INVOICES Name (where practicable),title,phone number,office name,and complete G=3 mailing address of officials of the business concern to be notified when the Government receives a defective or improper invoice. NON-APPLICABLE G.6 ACCOUNTING AND APPROPRIATION DATA 89xX0304 G-4 Section H.1 H.2 H.3 H.4 H.5 H.6 H. H.8 H.9 H.10 H.11 H.13 H.14 SECTION H SPECIAL CONTRACT REQUIREMENTS TABLE OF CONTENTS Clause CERTIFICATIONS AND OTHER STATEMENTS OF THE OFFEROR DIRECTION AUTHORITY GOVERNMENT FURNISHED PROPERTY AND DATA EQUIVALENT FEDERAL WAGE RATES HOLD HARMLESS AND INDEMNIFICATION AGREEMENT CONTRACTOR'S OPERATING MANAGER MANDATORY INSURANCE COVERAGE ORDERING PROCEDURES FUNDING AVAILABILITY OTHER CONTRACTS SOFTWARE MADE AVAILABLE FOR CONTRACTOR'S USE CONTRACTOR'S ORGANIZATION SECTION H SPECIAL CONTRACT REQUIREMENTS H.1 CERTIFICATIONS AND OTHER STATEMENTS OF THE OFFEROR The Representations,Certifications and Other Statements of the Offeror, dated July 17,1992 for this contract are hereby incorporated by reference. H.2 DIRECTION (a)Performance of the work under this contract shall be subject to the technical direction of the Contracting Officer's Representative (COR)identified elsewhere in this contract.The term "technical direction”is defined to include: (1)Directions to the Contractor which redirect the contract effort, shift work emphasis between work areas or tasks,required pursuit of certain lines of inquiry,fill in details or otherwise serve to accomplish thecontractualStatementofWork. (2)Provision of written information to the Contractor which assists in the interpretation of drawings,specifications or technical portions of the work description. (3)Review,and where required by the contract,approval of technical reports,drawings,specifications and technical information to be delivered bytheContractortotheGovernmentunderthecontract. (b)Technical direction must be within the scope of work stated in the contract.The COR does not have the authority to,and may not,issue anytechnicaldirectionwhich: (1)Constitutes an assignment of additional work outside the Statement of Work;. (2)Constitutes a change as defined in the contract clause entitled "Changes",located in Section I; (3)Causes an increase or decrease in the total price or the time required for contract performance; (4)Changes any of the expressed terms,conditions or specifications of the contract;or (5)Interferes with the Contractor's right to perform the terms and conditions of the contract. (c)All technical directions shall be issued in writing by the COR. (ad)The Contractor shall proceed promptly with the performance of technical directions duly issued by the COR in the manner prescribed by this article and within his authority under the provisions of this clause.If,in the opinion of the Contractor,any instruction or direction by the COR falls within one of the categories defined in (b)(1)through (5)of this clause,the Contractor shall not proceed but shall notify the Contracting Officer in writing within five (5) working days after receipt of any such instruction or direction and shall request the Contracting Officer to modify the contract accordingly.Upon receiving the H=2 notification from the Contractor,the Contracting Officer shall: (1)Advise the Contractor in writing within thirty (30)days after receipt of the Contractor's letter that the technical direction is within the scope of the contract effort and does not constitute a change under the "Changes"clause,located in Section I,of the contract; (2)Advise the Contractor within a reasonable time that the Government will issue a written change order. (e)A failure of the Contractor and Contracting Officer to agree that the technical direction is within the scope of the contract,or a failure to agreeuponthecontractactiontobetakenwithrespecttheretoshallbesubjecttothe provisions of the clause entitled "Disputes",located in Section I,of this contract. H.3 AUTHORITY Notwithstanding any of the other provisions of this contract,the Contracting Officer shall be the only individual authorized to:: (a)accept nonconforming work, (b)waive any requirement of this contract,or (c)modify any term or condition of this contract. H.4 GOVERNMENT FURNISHED PROPERTY AND DATA The Government will provide,install,and maintain at their expense and perthecontractorsrequirements,the CRT monitor,keyboard,printer and communications interface equipment at the contractors operations or dispatch center.This equipment is for controlling and monitoring the two 16.667 MVA hydrogenerators,associated auxiliary equipment and 115 kV transmission line and circuit breakers. The contractor is responsible for providing and maintaining the necessary communications data link between Eklutna and the contractors control center as stipulated in the scope of work.(section C) H.5 EQUIVALENT FEDERAL WAGE RATES In the performance of this contract the Contractor shall comply with the requirements of U.S.Department of Labor Wage Determination Number 53 dated 02/21/92.A copy of this.Wage Determination is attached to this contract (see Section J for the identification of the attachment).Davis Bacon wages are specified in the attachment "J-1"and are the preferred wage standard for the duration of the contract.However,local negotiated labor contracts may be substituted where appropriate.Furthermore,clauses entitled "Service Contract Act of 1965,as Amended"and "Statement of Equivalent Rates for Federal Hires," located in Section I,are applicable. H.6 HOLD HARMLESS AND INDEMNIFICATION AGREEMENT The Contractor shall hold harmless and indemnify the Government against anyandallliability,claims,and costs of whatsoever kind and nature for injury toordeathofanypersonorpersonsandforlossordamagetoanypropertyoccurringinconnectionwith,in any way incident to,or arising out of the eccupancy,use,service,operation,or performance of work under the terms of the contract,resulting in whole or in part from the negligent acts or omissions of the Contractor,any subcontractor,or any employee,agent,or representative of the Contractor or subcontractor. H.7 CONTRACTOR'S OPERATING MANAGER The Contractor shall designate an Operations Manager who will be the Contractor's authorized supervisor for technical and administrative performance of all work hereunder.The Operations Manager shall provide the single point of contact between the Contractor and the Government's Project Officer under this contract. The Operations Manager shall receive and execute,on behalf of the Contractor,such technical directions as the DOE Project Officer may issue within the terms and conditions of the contract. H.8 MANDATORY INSURANCE COVERAGE Within 15 days after the award of this contract,the successful bidder shall furnish to the Contracting Officer a certificate of insurance as evidence ef the existence of adequate insurance coverage to protect both the governmentsandthecontractorsemployeesinterests.Coverage shallbe in amounts not lessthantheamounts.specified below. TYPE OF INSURANCE PER PERSON PER ACCIDENT PROPERTY Comprehensive General Liability $1,000,000 $4,000,000 $2,000,000 Products &Completed Option Liability $1,000,000 Workmen's Compensation (as required by State Law) (Other as Required by State Law) H.9 . ORDERING PROCEDURES The Contracting Officer and the Eklutna Project Manager,or designee,are the only individuals authorized to order work under this contract. H.10 FUNDING AVAILABILITY This contract is funded through a net billing arrangement.(A deduction from the monthly power bill) This provision and the forms of funding the Contract will remain in effect for the duration cof this contract and any option periods so exercised. H.11 OTHER CONTRACTS The Government may undertake or award other contracts for additional work, and the Contractor shall fully cooperate with such other contractors and Government employees and carefully fit its own work to such additional work as may be directed by the Contracting Officer.The Contractor shall not commit or permit any act which will interfere with the performance of work by any other Contractor or by Government employees. H.13 SOFTWARE MADE AVAILABLE FOR CONTRACTOR'S USE (a)The Government,from time to time,may make certain software acquired under license available to the Contractor for its use in the performance of this contract., (b)The Contractor recognizes and acknowledges that such software or data contained therein may be proprietary and confidential to a third party. (¢)The Contractor agrees that it and its employees will not use,copy,disclose,modify,or reverse engineer such software except as permitted by the license and any other terms and conditions under which the software is made available to the Contractor. (ad)|The Contractor is not authorized to violate any software licensing agreement,or to cause the Government to violate any licensing agreement.If, at any time during the performance of this contract,the Contractor has reason to believe that its utilization of Government furnished software may involve orresultinaviolationofDOE'S licensing agreement,the Contractor shall promptlynotifytheContractingOfficer,in writing,of the pertinent facts and circumstances.Pending direction from the Contracting Officer,the Contractor shall continue to perform to the full extent possible without utilizing the software in question. (@)Paragraphs (a)through (da)of this clause shall flow down to all subcontractors. H.14 CONTRACTOR'S ORGANIZATION (a)Organization chart.As promptly as possible after the execution of this Contract,the Contractor shall furnish to the Contracting Officer a chart showing the names,duties,and organization key personnel to be employed in connection with the work and shall furnish from time to time supplementaryinformationreflectingchangestherein. (b)Supervising representative of Contractor.Unless otherwise directed by the Contracting Officer,a competent full-time resident supervisingrepresentativeoftheContractorsatisfactorytotheContractingOfficershall be in charge of the work at the site at all times.This also applies to off-site work. Section I.1 I.2 I.3 I.4 I.5 I.6 I.7 I.t=} I.9 I.10 I.11 I.12 I.13 I.14 I.15 I.16 I.17 I.18 I.19 I.20 I.21 SECTION I CONTRACT CLAUSES TABLE OF CONTENTS Clause FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988) DOE PR 9-9.102-1 AUTHORIZATION AND CONSENT (JUN 1979) DOE PR 9 9.104 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (JUN 1979) DOE PR 9-9.110(c)REPORTING OF ROYALTIES (JUN 1979) DEAR 952.202-1 DEFINITIONS (APR 1989) FAR 52.203-1 OFFICIALS NOT TO BENEFIT (APR 1984) FAR 52.203-3 GRATUITIES (APR 1984) FAR 52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984) FAR 52.203-6°RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL 1985): FAR 52.203-7 ANTI-KICKBACK PROCEDURES (OCT 1988) FAR 52.203-9 REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY- MODIFICATION (NOV 1990)° FAR 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (SEP 1990) FAR 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JAN 1990) FAR 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED,SUSPENDED,OR PROPOSED FOR DEBARMENT (JUN 1991) FAR 52.214-S SUBMISSION OF BIDS (DEC 1989) FAR 52.214-26 AUDIT--SEALED BIDDING (APR 1985) FAR 52.214-27 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA-- MODIFICATIONS--SEALED BIDDING (DEC 1991) FAR 52.214-28 SUBCONTRACTOR COST OR PRICING DATA--MODIFICATIONS-- SEALED BIDDING (DEC 1991) FAR 52.214-29 ORDER OF PRECEDENCE--SEALED BIDDING (JAN 1986) FAR 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET ASIDE (APR 1984) FAR 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL DISADVANTAGED BUSINESS CONCERNS (FEB 1990) 22 23 24 25 26 27 28 23 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 DEAR 952.219-9 SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS SUBCONTRACTING PLAN (JAN 1991) FAR 5$2.219=-13 UTILIZATION OF WOMEN-OWNED SMALL BUSINESSES (AUG 1986) FAR 52.219-14 LIMITATIONS ON SUBCONTRACTING (JAN 1991) FAR 52.220-3 UTILIZATION OF LABOR SURPLUS AREA CONCERNS (APR 1984) FAR 52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (APR 1984) FAR 52.222-3 CONVICT LABOR (APR 1984) FAR 52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT--OVERTIME COMPENSATION (MAR 1986) FAR §2.222-21 CERTIFICATION OF NONSEGREGATED FACILITIES (APR 1984) FAR 52.222-22 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (APR 1984) FAR $2.222-26 EQUAL OPPORTUNITY (APR 1984) FAR 52.222-29 NOTIFICATION OF VISA DENIAL (APR 1984) FAR 52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA VETERANS (APR 1984) FAR 52.222-36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984) FAR 52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND VETERANS OF THE VIETNAM ERA (JAN 1988) FAR 52.222-41 SERVICE CONTRACT ACT OF 1965,AS AMENDED (MAY 1989) FAR 52.222-44 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT--- PRICE ADJUSTMENT (MAY 1989) FAR 52.223-2 CLEAN AIR AND WATER (APR 1984) FAR §2.223-6 DRUG-FREE WORKPLACE (JUL 1990) FAR §2.225-11 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (APR 1991) FAR 52.229-3 FEDERAL,STATE,AND LOCAL TAXES (JAN 1991) PAR $2.232-3 PAYMENTS UNDER PERSONAL SERVICES CONTRACTS (APR 1984) FAR 52.232-11 EXTRAS (APR 1984) FAR 52.232-17 INTEREST (JAN 1991) ASSIGNMENT OF CLAIMS FAR 52.232-25 PROMPT PAYMENT (APR 1989) FAR §2.233-1 DISPUTES (DEC 1991),ALTERNATE I (DEC 1991) FAR 52.233-3 PROTEST AFTER AWARD (AUG 1989) 49 50 51 52 53 84 55 56 FAR 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS,EQUIPMENT,AND VEGETATION (APR 1984) FAR $2.242-13 BANKRUPTCY (APR 1991) FAR 52.243-1 CHANGES- -FIXED-PRICE (AUG 1987)ALTERNATE I (APR 1984) FAR 52.246-25 LIMITATION OF LIABILITY-SERVICES (APR 1984) FAR 52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED- PRICE)(APR 1984) FAR 52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE)(APR 1984) FAR 52.252-4 ALTERATIONS IN CONTRACT (APR 1984) DEAR 970.5204-2 SAFETY AND HEALTH (GOVERNMENT OWNED OR LEASED) (APR 1984) SECTION I CONTRACT CLAUSES Te.1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988) This contract incorporates one or more clauses by reference,with the same force and effect as if they were given in full text.Upon request,theContractingOfficerwillmaketheirfulltextavailable. I.2 ° DOE PR 9-9.102-1 AUTHORIZATION AND CONSENT (JUN 1979) NOTE:This clause applies to this contract unless the clause at DOE PR 9- 9.102-2 has been chosen elsewhere in this contract. The Government hereby gives its authorization and consent (without prejudice to any rights of indemnification)for all use and manufacture,in the performance of this contract or any part hereof or any amendment hereto or any subcontract hereunder (including any lower-tier subcontract),of any inventiondescribedinandcoveredbyapatentoftheUnitedStates(a)embodied in the structure or composition of any article the delivery of which is accepted by the Government under this contract or (b)utilized in the machinery,tools or methods,the use of which necessarily results from compliance by the contractorortheusingsubcontractorwith(i)specifications or written provisionsnow orhereafterformingapartofthiscontract,or (ii)specific written instructions given by the Contracting Officer directing the manner of performance.The entire'liability to the Government for infringement of a patent of the United States shall be determined solely by the provisions of the indemnity clauses,if any,included in this contract or any subcontract hereunder (including all lower- tier subcontracts),and the Government assumes liability for all other infringement to the extent of the authorization and consent hereinabove granted. T.3 . DOE PR 9-9.104 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (JUN 1979) The provisions of this clause shall be applicable only if the amount of this contract exceeds $10,000.: (a)The contractor shall report to the Contracting Officer,promptly and in reasonable written detail,each notice or claim of patent or copyright infringement based on the performance of this contract of which the contractor has knowledge. (b)In the event of any claim or suit against the Government on account of any alleged patent or copyright infringement arising out of the performance of this contract or out of the use of any supplies furnished or work or services performed hereunder,the contractor shall furnish to the Government when requested by the Contracting Officer,all evidence and information in possession of the contractor pertaining to such suit or claim.Such evidence and information shall be furnished at the expense of the Government except where the contractor has agreed to indemnify the Government. (¢c)This clause shall be included in all subcontracts. I.4 DOE PR 9-9.110(c)REPORTING OF ROYALTIES (JUN 1979) If this contract is in an amount which exceeds $10,000 and if any royalty payments are directly involved in the contract or are reflected in the contract price to the Government,the contractor agrees to report in writing to the Patent Counsel (with notification by Patent Counsel to the Contracting Officer)during the performance of this contract and prior to its completion or final settlement, the amount of any royalties or other payments paid or to be paid by it directly to others in connection with the performance of this contract together with the names and addresses of licensors to whom such payments are made and either the patent numbers involved or such other information as will permit the identification of the patents or other basis on which the royalties are to be paid.The approval of DOE of any individual payments or royalties shall not stop the Government at any time from contesting the enforceability,validity or scope of,or title to,any patent under which a royalty or payments are made. I.5 DEAR 952.202-1 DEFINITIONS (APR 1989) (a)The term "Head of Agency"means the Secretary,Deputy Secretary or Under Secretary of the Department of Energy and the Chairman,Federal Energy Regulatory Commission. (b)"Contracting Officer”means a person with the authority to enter into, administer,and/or terminate contracts and make related determinations and findings.The term includes certain authorized representatives of the Contracting Officer acting within the limits of their authority as delegated bytheContractingOfficer. (¢c)Except as otherwise provided in this contract,the term "subcontracts" includes,but is not limited to,purchases orders and changes and modifications to purchase orders under this contract. (d)The term "DOE"means the Department of Energy and "FERC”means the Federal Energy Regulatory Commission. I.6 FAR 52.203-1 OFFICIALS NOT TO BENEFIT (APR 1984) I.7 FAR 52.203-3 GRATUITIES (APR 1984) I.8 FAR 52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984) I.9 FAR 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL 1985) IT.10 FAR 52.203-7 ANTI-KICKBACK PROCEDURES (OCT 1988) I.il FAR 52.203-9 REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY-MODIFICATION (NOV 1990) I.12 FAR 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (SEP 1990) H-10 I.13 FAR $2.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JAN 1990) I.14 FAR $2.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED,SUSPENDED,OR PROPOSED FOR DEBARMENT (JUN 1991) I.15 FAR 52.214-5 SUBMISSION OF BIDS (DEC 1989) I.16 FAR $2.214-26 AUDIT=-SEALED BIDDING (APR 1985) I.17 FAR 52.214-27 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA--MODIFICATIONS- SEALED BIDDING (DEC 1991) t.18FAR52.214-28 SUBCONTRACTOR COST OR PRICING DATA--MODIFICATIONS--SEALED BIDDING (DEC 1991) I.19 FAR 52.214-29 ORDER OF PRECEDENCE--SEALED BIDDING (JAN 1986) I.20 . FAR 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (APR 1984) Tt.21 FAR S2.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL DISADVANTAGED BUSINESS CONCERNS (FEB 1990) I.22 DEAR 952.219-9 SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS SUBCONTRACTING-PLAN (JAN 1991) (a)This clause does not apply to small business concerns. (b)"Commercial product,"as used in this clause,,means a product in regular production that is sold in substantial quantities to the general public and/or industry at established catalog or market prices.It also means a product which,in the opinion of the Contracting Officer,differs only insignificantlyfromtheContractor's commercial product. "Subcontract,”as used in this clause,means any agreement (other than oneinvolvinganemployer-employee relationship)entered into bya Federal GovernmentprimeContractororsubcontractorcallingforsuppliesorservicesrequiredfor performance of the contract or subcontract. (c)The offeror,upon request by the Contracting Officer,shall submit and negotiate a subcontracting plan,where applicable,which separately addresses subcontracting with small business concerns and small disadvantaged business concerns.If the offeror is submitting an individual contract plan,the plan must separately address subcontracting with small business concerns and with small disadvantaged business concerns with a separate part for the basic contract and separate parts for each option (if any).The plan shall be included in and made a part of the resultant contract.The subcontracting plan shall be negotiated within the time specified by the Contracting Officer.Failure to submit and negotiate the subcontracting plan shall make the offeror ineligible for award of a contract. H-11 (d)The offeror's subcontracting plan shall include the following: (1)Goals,expressed in terms of percentages of total planned subcontracting dollars,for the use of small business concerns and small disadvantaged business concerns as subcontractors.The offeror shall include all subcontracts that contribute to contract performance,and may inelude a proportionate share of products and services that are normally allocated as indirect costs. (2)A statement of-- (i)Total dollars planned to be subcontracted; (ii)Total dollars planned to be subcontracted to small business concerns;and (iii)Total dollars planned to be subcontracted to small disadvantaged business concerns. (3)A description of the principal types of supplies and services tobesubcontracted,and an identification of the types planned for subcontracting to (i)small business concerns and (ii)small disadvantaged business concerns. (4)A description of the method used to develop the subcontractinggoalsin(1)above. (5)A description of the method used to identify potential sources for solicitation purposes (e.g.,existing company source lists,the Procurement Automated Source System (PASS)of the Small Business Administration,the National Minority Purchasing Council Vendor Information Service,the Research and Information Division of the Minority Business Development Agency in the Department of Commerce,or small and small disadvantaged business concerns trade associations). (6)A statement as to whether or not the offeror included indirect costs in establishing subcontracting goals,and a description of the method used to determine the proportionate share of indirect costs to be incurred with -(1)small business concerns and (ii)small disadvantaged business.concerns. (7)The name of the individual employed by the offeror who will administer the offeror's subcontracting program,and a description of the dutiesoftheindividual. (8)A description of the efforts the offeror will make to assure that small business concerns and small disadvantaged business concerns have anequitableopportunitytocompeteforsubcontracts. (9)Assurances that the offeror will include the clause in this contract entitled "Utilization of Small Business Concerns and Small Disadvantaged Business Concerns"in all subcontracts that offer further subcontracting opportunities,and that the offeror will require all subcontractors (except small business concerns)who receive subcontracts in excess of $500,000 ($1,000,000 for construction of any public facility),to adopt a plan similar to the plan agreed to by the offeror. (10)Assurances that the offeror will (i)cooperate in any studies or surveys as may be required, (ii)submit periodic reports in order to allow the Government to determine the extent of compliance by the offeror with the subcontracting pian, (iii)submit,not Later than the 25th day of the succeeding month,Standard Form (SF)294 only,(DOE contractors need not submit SF 295)on a quarterly basis current as of the last day of March,June,September,and December,and upon contract completion,in accordance with the instructions on the form except the report shall be submitted quarterly rather than semiannually and additionally shall indicate at the remarks block the number and dollar amount of awards made to labor surplus area concerns to the extent such reporting is required by the terms of their contract,and (iv)ensure that its subcontractors agree to submit.SF 294 inaccordancewiththeinstructionsat(iii)above. (11)A recitation of the types of records the offeror will maintain to demonstrate procedure that have been adopted to comply with the requirementsandgoalsintheplan,including establishing source lists;and a description of its efforts to locate small and small disadvantaged business concerns and-award subcontracts to them.The records shall include at least the following (onaplant-wide or company-wide basis,unless otherwise indicated): (i)Source lists,guides,and other data that identify small and small disadvantaged business concerns. (ii)Organizations contacted in an attempt to locate sourcesthataresmallorsmalldisadvantagedbusinessconcerns. (iii)Records on each subcontract solicitation resulting in anawardofmorethan$100,000,indicating _(A)whether small business concerns were solicited and if not,why not, (B)whether small disadvantaged business concerns were solicited and if not,why not,and (C)if applicable,the reason award was not made to a small business concern. (iv)Records of any outreach efforts to contact (A)trade associations, (B)business development organizations,and (C)conferences and trade fairs to locate small and small disadvantaged business sources. (v)Records of internal guidance and encouragement provided to buyers through (A)workshops,seminars,training,etc.,and (B)monitoring performance to evaluate compliance with the program's requirements. H-13 (vi)On a contract-by-contract basis,records to support award data submitted by the offeror to the Government,including the name,address,and business size of each subcontractor.Contractors having company or division-wide annual plans need not comply with this requirement. (e)In order to effectively implement this plan to the extent consistent with efficient contract performance,the Contractor shall perform the followingfunctions: (1)Assist small business and small disadvantaged business concerns by arranging solicitations,time for the preparation of bids,quantities, specifications,and delivery schedules so as to facilitate the participation bysuchconcerns.Where the Contractor's lists of potential small business and small disadvantaged subcontractors are excessively long,reasonable effort shall be made to give all such small business concerns an opportunity to compete over a period of time. (2)Provide adequate and timely consideration of the potentialities of small business and small disadvantaged business concerns in all "make-or-buy" decisions. (3)Counsel and discuss subcontracting opportunities with representatives of small and small disadvantaged business firms. (4)Provide notice to subcontractors concerning penalties and remedies for misrepresentations of business status as small business or small disadvantaged business for the purpose of obtaining a subcontract that is to be included as part or all of a goal contained in the Contractor's subcontracting pian. (f)A master subcontracting plan on a plant or division-wide basis which contains all the elements required by (d)above,except goals,may be incorporated by reference as a part of the subcontracting plan required of the offeror by this clause;provided, (1)the master plan has been approved, (2)the offeror provides copies of the approved master plan and evidence of its approval to the Contracting Officer,and (3)goals and any deviations from the master plan deemed necessary by the Contracting Officer to satisfy the requirements of this contract are set forth in the individual subcontracting plan. (g)(1)If a commercial product is offered,the subcontracting plan required by this clause may relate to the offeror''s production generally,for both commercial and noncommercial products,rather than solely to the Government contract.In these cases,the offeror shall,with the concurrence of the Contracting Officer,submit one company-wide or division-wide annual plan. (2)The annual plan shall be reviewed for approval by the agency awarding the offeror its first prime contract requiring a subcontracting plan during the fiscal year,or by an agency satisfactory to the Contracting Officer. (3)The approved plan shall remain in effect during the offeror's fiscal year for all of the offeror's commercial products. (h)Prior compliance of the offeror with other such subcontracting plans under previous contracts will be considered by the Contracting Officer in determining the responsibility of the offeror for award of the contract. H-14 (i)The failure of the Contractor or subcontractor to comply in good faith with . (1)the clause of this contract entitled "Utilization of Small Business Concerns and Small Disadvantaged Business Concerns,"or (2)an approved plan required by this clause,shall be a material breach of the contract. I.23 FAR 52.219-13 UTILIZATION OF WOMEN-OWNED SMALL BUSINESSES (AUG 1986) I.24 FAR 5§2.219-14 LIMITATIONS ON SUBCONTRACTING (JAN 1991) T.25 FAR 52.220-3 UTILIZATION OF LABOR SURPLUS AREA CONCERNS (APR 1984) I.26 FAR 52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (APR 1984) IT.27 FAR 52.222-3 CONVICT LABOR (APR 1984) I.28 FAR 52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT--OVERTIME COMPENSATION (MAR 1986) I.29 FAR §2.222-21 CERTIFICATION OF NONSEGREGATED FACILITIES (APR 1984) I.30 FAR 52.222-22 PREVIOUS CONTRACTS:AND COMPLIANCE REPORTS (APR 1984) I.31 FAR 52.222-26 EQUAL OPPORTUNITY (APR 1984) (a)If,during any 1l2-month period (including the 12 months preceding the award of this contract),the Contractor has been or is awarded nonexempt Federal contracts and/or subcontracts that have an aggregate value in excess of $10,000, the Contractor shall comply with subparagraphs (b)(1)through (11)below.Upon'yequest,the Contractor shall provide information necessary to determine the applicability of this clause.. (b)During performing this contract,the Contractor agrees as follows: (1)The Contractor shall not discriminate against any employee or applicant for employment because of race,color,religion,sex,or national origin. (2)The Contractor shall take affirmative action to ensure that applicants are employed,and that employees are treated during employment, without regard to their race,color,religion,sex,or national origin.Thisshallinclude,but not be limited to, (i)employment, (Li)upgrading, (iii)demotion, (iv)transfer, (v)vecruitment or recruitment advertising, (vi)layoff or termination, (vii)rates of pay or other forms of compensation,and (viii)selection for training,including apprenticeship. (3)The Contractor shall post in conspicuous places available to employees and applicants for employment the notices to be provided by theContractingOfficerthatexplainthisclause. (4)The Contractor shall,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. (5)The Contractor shall send,to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding,the notice to be provided by the Contracting Officer advising the labor union or workers'representative of the Contractor's commitments under this clause,and post copies of the notice in conspicuous places available to employees and applicants for employment. (6)The Contractor shall comply with Executive Order 11246,as amended,and the rules,regulations,and orders of the Secretary of Labor. (7)The Contractor shall furnish to the contracting agency allinformationrequiredbyExecutiveOrder.11246,as amended,and by the rules, regulations,and orders of the Secretary of Labor.Standard Form 100 (EEO-1),or any successor form,is the prescribed form to be filed within 30 days followingtheaward,unless filed within 12 months preceding the date of award. (8)The Contractor shall permit access to its books,records,and accounts by the contracting agency or the Office of Federal Contract Compliance Programs (OFCCP)for the purposes of investigation to ascertain the Contractor's compliance with the applicable rules,regulations,and orders. (9)If the OFCCP determines that the Contractor is not in compliance with this clause or any rule,regulation,or order of the Secretary of Labor, this contract may be canceled,terminated,.or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts,under the procedures authorized in Executive Order 11246,as amended.In addition, sanctions may be imposed and remedies invoked against the Contractor as provided in Executive Order 11246,as amended,the rules,regulations,and orders of the Secretary of Labor,or as otherwise provided by law. (10)The Contractor shall include the terms and conditions of subparagraph (b)(1)through (11)of this clause in every subcontract or purchase order that is not exempted by the rules,regulations,or orders of the Secretary of Labor issued under Executive Order 11246,as amended,so that these terms and conditions will be binding upon each subcontractor or vendor. (11)The Contractor shall take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing these terms and conditions,including sanctions for noncompliance; provided,that if the Contractor becomes involved in,or is threatened with, litigation with a subcontractor or vendor as a result of any direction,the Contractor may request the United States to enter into the litigation to protect H-16 the interests of the United States. (¢)Notwithstanding any other clause in this contract,disputes relative to this clause will be governed by the procedures in 41 CFR 60-1.1. I.32 FAR 52.222 29 NOTIFICATION OF VISA DENIAL (APR 1984) Tt is a violation of Executive Order 11246,as amended,for a Contractor to refuse to employ any applicant or not to assign any person hired in the United States,on the basis that the individual's race,color,religion,sex,or national origin is not compatible with the policies of the country where the work is to be performed or for whom the work will be performed (41 CFR 60-1.10).TheContractor2Director,Bureau of Politico-Military Affairs,and the Director, Office of Federal Contract Compliance Programs,when it has knowledge of anyemployeeorpotentialemployeebeingdeniedanentryvisatoacountryinwhichtheContractorisrequiredtoperformthiscontract,and it believes the denial is attributable to the race,color,religion,sex,or national origin of theemployeeorpotentialemployee. I.33 FAR 52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA VETERANS (APR 1984), I.34 FAR 52.222-36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984) I.35 FAR $2.222-37 EMPLOYMENT REPORTSON SPECIAL DISABLED VETERANS AND VETERANS OFTHEVIETNAMERA(JAN 1988) I.36 . FAR $2.222-41 SERVICE CONTRACT ACT OF 1965,AS AMENDED (MAY 1989) I.37 FAR 5S2.222-44 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT-=PRICE ADJUSTMENT (MAY 1989) I.38 FAR 52.223-2 CLEAN AIR AND WATER (APR 1984) I.39 FAR 52.223-6 DRUG-FREE WORKPLACE (JUL 1990) I.40 FAR 52.225-11 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (APR 1991) I.41 FAR 52.229-3 FEDERAL,STATE,AND LOCAL TAXES (JAN 1991) TI.42 FAR 52.232-3 PAYMENTS UNDER PERSONAL SERVICES CONTRACTS (APR 1984) I.43 FAR 52.232-11 EXTRAS (APR 1984) I.44 FAR 52.232-17 INTEREST (JAN 1991) H-17 I.45 ASSIGNMENT OF CLAIMS (a)There are no assignment of claims available under this contract.The net billing arrangement is not assignable due to the payment terms. TI.46 FAR §2.232-25 PROMPT PAYMENT (APR 1989) I.47 FAR $2.233-1 DISPUTES (DEC 1991),ALTERNATE I (DEC 1991) I.48 FAR $2.233-3 PROTEST AFTER AWARD (AUG 1989) I.49 FAR 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS,EQUIPMENT,AND VEGETATION (APR 1984) I.50 . FAR 52.242-13 BANKRUPTCY (APR 1991) I.S1 . FAR 52.243-1 CHANGES--FIXED-PRICE (AUG 1987)ALTERNATE I (APR 1984) I.52 FAR 52.246-25 LIMITATION OF LIABILITY-SERVICES (APR 1984) I.53 FAR 52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) (APR 1984) I.54 FAR 52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE)(APR 1984) I.§5 FAR 52.252-4 ALTERATIONS IN CONTRACT (APR 1984) Portions of this contract are altered as follows: I.86 DEAR 970.5204-2 SAFETY AND HEALTH (GOVERNMENT OWNED OR LEASED)(APR 1984) The contractor shall take all reasonable precautions in the performance of the work under this contract to protect the safety and health of employees and of members of the public and shall comply with all applicable safety and health regulations and requirements (including reporting requirements)of DOE.The contracting officer shall notify the contractor,in writing,of any noncompliancewiththeprovisionsoftheclauseandthecorrectiveactiontobetaken.After receipt of such notice,the contractor shall immediately take corrective action. The contractor shall submit a management program and implementation plan to thecontractingofficerforreviewandapprovalwithin30daysafterthedateof award of this contract.In the event that the contractor fails to comply with said regulations or requirements of DOE,the contracting officer may,without prejudice to any other legal or contractual rights of DOE,issue an order stopping all or any part of the work;thereafter,a start order for resumptionoftheworkmaybeissuedatthediscretionofthecontractingofficer.The contractor shall make no claim for an extension of time or for compensation or damages by reason of,or in connection with,such work stoppage. H-18 Section J.1 SECTION J ATTACHMENTS TABLE OF CONTENTS Clause WAGE DETERMINATION SECTION J ATTACHMENTS J.1 WAGE DETERMINATION Attacamenct J-% U.S.DEPARTMENT OF LABOR Employment Standards Administration Wage and Hour Division Washington,D.C.20210 GENERAL WAGE DETERMINATIONS ISSUED UNDER THE DAVIS-BACON AND RELATED ACTS Volume III Transmittal #53 -FEBRUARY 21,1992 contains changes to Volume III,includingmodificationsorsupersedeasdecisionstoGeneralWageDeterminations as published in the Federal Register on Feb.21,1992.The changes -arelistedbystate,decision number(s),and page number(s).The page(s)listed should be removed and the new page(s)attached should be inserted as replacements.- This transmittal ALASKA...cceecceccces CALIFORNIA...ceccecccccces --CA91--1.......wes e eee seen ee -SEG notice CALIFORNIA...cece ccsccesece sCAGLH2.ccc sea cecee oeee-See notice WASHINGTON.ccc ces ec cece cece WAILHL.occ e cee ee eee ee Pe 4 51 p.463 General Decision Number AK910001 Superseded General Decision No.AK900001 State:Alaska Construction Type: Building Heavy Highway County (ies): STATEWIDE Building,Heavy and Highway Construction (dees not include Single family homes and apartments up to and including 4 stories) Modification Number Publication Date , 03/15/1991 04/26/1991 06/07/1991 06/28/1991 08/02/1991 08/30/1991 09/20/1991 10/04/1991 10/25/1991 10 11/15/1991 121 12/06/1991 12 12/27/1991 13 02/21/1992OAONAUNAUNEH AK910001 -1 COUNTY (ies): STATEWIDE ASBEOOS7A 12/27/1991 Rates Fringes ASBESTOS WORKERS/INSULATORS (includes application of all insulating materials protective coverings,coatings and finishings to all types of mechanical systems)$24.60 $4.05 HAZARDOUS MATERIAL HANDLER (includes -preparation,watting,stripping,removalscrapping,vacuming,bagging,and disposing of all insulation materials,whether they contain asbestos or not,from mechanical systems)20.00 6.72 BOILO498A 12/27/1991 ot Rates .Fringes BOTLERMAKER $29.01 5.91 BRAKOOOLA 12/27/1991 , Rates Fringés BRICKLAYERS,BLOCKLAYERS,STONEMASON MARBLESETTER,TERRAZZO WORKER $21.12 $9.14. TILE SETTER 20.39 9.14. CARP1140D 12/27/1991 .Rates FringesEastofthe141stMeridian SOFT FLOOR LAYER $23.50 $4.05 *CARP1234B 02/12/1992 Rates FringesSouthof63rdParallelandWestofthe141lstMeridian:East of the 141st Meridian CARPENTERS $24.95 $6.25 ACOUSTICAL APPLICATOR; RADIAL ARM SAW OPERATOR; LATHERS 25.44 6.25MILLWRIGHTS25.65 6.25 PILEDRIVER,SKILL OPERATOR, RIGGER 22.13 3.25 PILEDRIVER,CARPENTER 22.43 3.25 AK910001 -2 PILEDRIVER,WELOERS 23.74 3.25 CARP1233A 12/27/1991 Rates Fringes North of the 63rd Parallel; Carpenters /Lather/Drywall Applicator $25.65 $6.30 Dewalt or similar type Saw Operators;Saw Filers:Nail- ing Machine Operators;Power- actuated Tool Operator;Mar- lite and Acoustical Applicator Floor Workers;Fire or Flood Repair Work 26.19 6.30 Millwrights 26.40 6.30 Piledriver 22.13 8.25 CARPISSSE 12/27/1991 .Rates Fringes North of 63rd Parallel, South of the 63rd Parallel, and West of the 141st Meridian SOFT FLOOR LAYERS $23.80 $3.95 CARP2S30C 12/27/1991 Rates Fringes WORKING DIVER $52.99 $8.25 STAND-BY DIVER 26.02 8.25 TENDER 25.02 8.25 ASSISTANT TENDER 22.13 8.25 ELECIS47A 12/27/1991. Rates Fringes ELECTRICIANS:TECHNICIANS $26.10 7.57+3% CABLE SPLICERS 27.85 7.57+3% ELECIS47B 12/27/1991 Rates Fringes LINEMEN;EQUIPMENT OPERATCRS; TECHNICIAN $26.10 $7.5773% GROUNDMAN 16.90 AK9210001 -3 SPLICER,CABLE 27.355 POWDERMAN 24.10 7.5773% *ELEVOOILSA 01/03/1992 Rates Fringes ELEVATOR CONSTRUCTORS: MECHANIC $26.33 $5.67+a HELPER 18.43 5.67+a PROB HELPER 13.165 FOOTNOTE:a.Employer contributes 8%of the basic hourly rate for over 5 year's service and 6%of the basic hourly rate for 6 month'to 5 years'of service as vacation paid credit.Six paid holidays: New Year's Day;Memorial Day;Independence Day; Thanksgiving Day;Christmas Day ENGIO302A 12/27/1991 Rates Fringes POWER EQUIPMENT OPERATORS: Groups 1 $24.97 $7.15+b 1A 26.51 7.15+b 2 24.30 7.15+b 3 23.67 '7.15+b 4 18.25 7.15+b Mechanic (Area 3 Highway Only)17.01 3.49 POWER EQUIPMENT OPERATORS: Group 1:Asphalt Roller;"A"frame trucks,Helicopters, transporters;Deck Winches:double drum;Backfiller:Batch Plant Operator;Batch and Mixer over 200 yds.;Belcrete with power packandsimilar;Bending Machine;Bulldozers:Coating Machine: Cranes:Shovels,Backhoes,Draglines,Clam Shells a)Crawler,truck type,Creter,floating (locomotive,Whirley,either 3 yds.or under or 150'boom,including jibs andunder,or 45 tons and under) b)Hydralifts c)Hyster Cat Cranes and attachments,sidebooms 45 tons and under Crushers;Derricks;Ditching/Trenching Machine (16 inch or over);Drilling Machines,Cove,Cable,rotary and Exploration; Machine,Concrete Paving,sidewalk, Hydro Ax and similar:Loaders: Similar types:Loaders: Finisning curb and gutter Machine, Elevating belt type,Euclid and AK910001 -4 a)Forklifts with power boom and swing attachments b)Overnead and Front-end,2 1/2 yds.through 4 yds. c)Loaders with forks or pipe clamps,mechanics,welders, bodvman Mixers:Mable type w/hoist combination:Motor Patrol Grader, over 14;Mucking Machines:Mode,tunnel Drill,and/or Shield: Nodwell Sno Cat;Operator on Dredges;Piledriver Engineers,L.B. Foster,Puller or similar Paving Basket;Power Plant,Turbine Operator,300 K.W.and over (power plants or power units over 300 K.W.or highway or airfield construction or quarry operations); Sauerman -Bagley;Scrapers,tournapull,Caterpillar,euclid and Similar type equipment Knox,Cedarapids,Screed,Barber Green, Slurry Machine;Sub-grader (Gurries,C.M.I.and C.M.I.Roto Mills and similar types;Tack tractor;Truck mounted Concrete Pumps; Water Koto Machine;Hover Craft,Flex Craft,Loadmaster,Air Cushion,Terrain Vehicle Helicopter transporters,Cableways Rolligan,Dredge Barge -cable,Highline or Cable Car;CampMaintenanceEngineer;Boat Coxswains Group 1A:Cableways and Highlines,over 3 yds,;Cranes:Shovels, Backhoes,Draglines,Clam Shells a)Crawler,truck type floating locomotives,Whirely,either over 3 yds.or over 150 ft.boom.including jib or over 45 .tons b)Tower Cranes,Pecco c)Hyster Cat Cranes and attachments,sidebooms over 45 tons Loaders over 4 yds.;Motor Patrol Grader (when finishing tofinalgradersand/or to hubs,or for asphalt);Power Plants:: a)1000 K.W.and over;Quad:Slip Form Paver C.M.I.and similar types;Tournapulls,Caterpillar,Euclid Scrapersandsimilartypeequipmentover40yds. Group 2:Batch Plant Operators:Batch and Mixer 200 yds.perhourandunder;Boiler-fireman:Cement hog and concrete PumpOperator;Compressors:Steel erection,including sandblasting,painting of same,piledriving;Conveyors (except as listed in group 1);Hoist on steel erection:Towermobiles and Air Tuggers;Loaders,Elevating Grader,Dumore and similar:Locomotives:Rod and Geared engines;Mixers:Screening Plant Service Oiler. Journeyman Sideboom (cradding rock drill regardless of size);Skidder;Trencing Machine under 16 inches. Group 3:"A"frames Trucks,Deck Winches:single drum: Bombardier (tack or tow rig);Bump Cutter (Concut,Christenson or similar types):Compressors;excavating;drills tender:Farm tractor;Forklift,in-hoisting);Hoist,Air Tuggers,Elevators; Loaders: AK9LOOO1 -35 a)Elevating-Athey,Barber Green and similar typesb)Forklifts or Lumber Carrier (on censtruction job site) Cc)Forklifts with Tower da)Overnead/Front-end,under 2 1/2 yds. Locemotives: Dinkey (air,steam,gas and electric)Speeders;Mechanics (light duty); Mixers: Conerete Mixers and Batch 200 yds.per hour and under;Oil, Blower Distributors;Pipeline Dream;Post Hole Diggers, mechanical:Pot Fireman (power agitated);Power Plant,Turbine Operator,under 300 K.W.; Pumps: a)Fuller Kenyon b)Water:Rig Oiler over 45 ton,over 3 yards,or over 150 ft. boom;Roller,Tampers,Vibrators,all except asphalt;Saws,Concrete;Straightening Machine;Tower Tractor Group 4:Rig:Oiler (advances to Group 3 if over 45 tons or 3 yds.or 150 ft.boom);Swamper (on trenching machines or shovel type equipment);Spotter;Steam Cleaner FOOTNOTE:b:Groups 1-4 receive 10%premium while performing tunnel or underground work. IRONO7VSIA 12/27/1991 Rates Fringes BRIDGE AND STRUCTURAL, ORNAMENTAL,REINFORCING, MACHINERY MOVER,RIGGERS SHEETER,.STAGE RIGGER, BENDER OPERATOR,FENCE ERECTOR $25.25 $7.95 GUARDRAIL LAYOUT MAN 20.74 7.95 FENCE BARRIER INSTALLER GUARDRAIL INSTALLER 20.00 7.95 HELICOPTER,TOWER 26.25 7.95 LABOO341A 12/27/1991 Rates FringesLABORERS: Groups: 1 $20.00 6.79+c AK910001L -6 2 20.34 6.79+4+c 3 20.74 6.79¢c 4 21.C0 6.79+c 5 21.26 6.79+¢c 6 21.56 6.79+¢ Chuck Tenders (Area 3-Highwav only)12.36 2.06 LABORERS Group 1:Asbestos removal and abatement (removal of all asbestos containing materials from non-mechanical structures and surfaces) Base and Floor Machineman;Brakeman (tunnel and shaft work); Brush Cutters:Buffing Machine Man;Camp Maintenance Worker; Carpenter Tenders;Choke Setters;Coaters;Compactor;CrusherPlantLaborer;Demolition Laborer;Ditch Diggers:Dope Pot Fireman;Dryerman;Dump Man;Fire Watch (certified);Fire Watch Laborer;Flagman;Form Strippers;General Laborer;Grinding (not in preparation for welding);Guardrail Laborer;High Pressure Water Operator;Hydro-seeder Nozzleman;Laborers,Building; Landscaper or Planter;Material Handlers;Hook Tenders; Monolithic Workers (sewer work);Nippers (tunnel and shaftwork); Oil Spill Laborer:Paper Latchers;:Pipe Cleaning;Pit Man; Pneumatic or Power Tools;Portable or Chemical Toilet Serviceman: Preheat for Doping or Cleaning;Pump Man or Mixer Man:Railroad Track Laborer;Sandblast,Pot Tender:Saw Tenders;Scaffold Building and Erecting;Signalman;Stake Hopper;Steam Point or Water Jet Operator;Steam Cleaner Operator;Swampers (includingbutnotlimitedto:on sidebooms,gin-pole trucks,winch trucks, forklifts,etc.);Tank Cleaning:Tapers;Toxic Cleanup;Topman and Bull Gang (tunnel and shaft work);Utiliwalk and Utilidor Laborer;Watchman (construction projects);Window Cleaner Group 2:Asphalt Workers (shovelman,plant crew)(tar,rubber add $.25/hr.3 Concrete Labor (curb and gutter,chute handler,grouting,curing,screeding);Muckers (tunnel and shaft work);Rigger;Slurry Work Group 3:Burning and Cutting Torch:Catylist,Epoxie;:Cement or Lime Dumper or Handler (sack or bulk);Chainsaw Filer:Chainsaw Operator;Choker Splicer;:Chucktender (wagon,airtrack,andhydraulicdrills);Concrete Laborers (power buggy,concrete saws,pumperete nozzleman,vibratorman);Foam Gun or Foam Machine Operator;Green Cutter (dam work);Guardrail Layout Man;GunniteOperator;Incinerator Man;Insulator;Jackhammer or Pavement Breakers;Mason Tender and Mud Mixer (sewer work):Maintenance Man;Monolithic Workers (tunnel work);Oil Spill work);Powderman Tender;Power saw Operator; Layout Laborer;Road Crossings (casings); Caulkers;Sewer Plant Maintenance Man: Laborer (marine Railroad Switch Sandblaster;Sewer Slover (ever 20');Themat AK9S10001 -7 Plastic Applicator:Timber Faller;Timberman;:Vsm Drill Tender (welding,changing teeth,etc.);Water Blaster (dam work) Group 4:Concrete Vibrator Worker (4"and over);Hod Carriers; Pipe Builder (stave pipe crews);Pipelaver,Culvert and Multiplate Laborer;Pipelayers;:Plasterer,Bricklayer and Cement Finisher Tender Group 5:Asphalt Raker (tar,rubber add $.25);Bit Grinder: Cadwelder;Drill Dector (in the field);Drillers (including,Grills);Formbuilder (building of shacks,mud boards,windboards, carpenter type work etc.);Grademan (setting or transfering of grade marks);High Scaler;Retimberman (tunnel or shaft work); Slurry Seal Squeegee Man Group 6:Arc Welding (in connection with laborers work);High Rigger and Tree Topper;Pioneer Drilling and Drilling off Tugger (all type drills);Powderman FOOTNOTE:cs:Receive 10%premium while performing tunnelorundergroundwork. PAINI140B 12/27/1991 Rates Fringes South of the 63rd Parallel, West of the 141st Meridian: East of the 141st Meridian GLAZIERS :$22.77 $3.00 PAINI140C 12/27/1991 Rates -Fringes South of the 63rd Parallel and West of the 141st Meridian and East of the 141st Meridian PAINTERS BRUSH;ROLLER;SIGN $24.80 $3.80 PAPER AND VINYL:SWING STAGE;TAPER/DRYWALL;: STRUCTURAL STEEL 25.20 3.80 SPRAY AND SANDBLAST; POT TENDER 25.60 3.80 EPOXY AND TAR APPLICATOR 25.60 3.80 STEEPLEJACK AND TOWER 25.60 3.80 PAINISSSA 12/27/1991 Rates Fringes AK910001 -8 North of the 63rd Parallel: GLAZIERS $20.50 $2.80 PAINISS5C 12/27/1991 Rates Fringes North of the 63rd Parallel PAINTERS: ; BRUSH,ROLLER,PAPER,VINYL $23.75 $4.06 UTILIDOR,SWING,SIGN,BOSIM, STRUCTURAL STEEL SOUNDBLAST, POT TENDER,FINISH METAL,SPRAY, PHENALICS,HOLE WATCH HARDWOOD FINISHERS, BUFFER OPERATOR,FLOORCOVERER 24.35 4.06 TAPING AND TEXTURING 24.50 4.06 PLASO867A 12/27/1991 Rates Fringes North of the 63rd Parallel: CEMENT MASONS $21.57 $6.93 South of the 63rd Parallel and West of the 141st Meridian;East of the 14lst Meridian: CEMENT MASONS 21.32 6.93 PLASO867C 12/27/1991 Rates Fringes North of the 63rd Parallel: PLASTERERS $23.05 $6.93 South of the 63rd Parallel and West of the 141st Meridian PLASTERERS :22.80 6.93 PLUMO262C 12/27/1991 . Rates FringesEastofthe141lstMeridian PLUMBERS;STEAMFITTERS $24.26 $8.65 PLUMO367B 12/27/1991 Rates Fringesyouthofthe63rdParallel and West of the 14lst Meridian PLUMBERS;STEAMFITTERS $25.20 $6.85 AK910001 -9 *PLUMO375A 02/10/1992 Rates Fringes North of the 63rd Parallel PLUMBERS;STEAMFITTERS $27.60 $6.15 *PLUMO669A 02/10/1992 Rates Fringes SPRINKLER FITTER $28.00 $4.75 ROOFOLSOA 12/27/1991 Rates Fringes North of the 63rd Parallel: ROOFERS $24.90 $5.75 South of the 63rd Parallel and west of the 141st Meridian,East of the 141st Meridian: ROOFERS 24.60 §.75 *SHEEQO23A 02/10/1992 Rates FringesSouthofthe63rdParallel and West of the 141st Meridian,East of the 14lst Meridian SHEET METAL WORKERS $26.81 5.28 *SHEEOO72B 02/10/1992 Rates FringesNorthofthe63rdParallel SHEET METAL WORKER $27.84 $4.36 TEAMOS59A 12/27/1991 Rates FringesTRUCKDRIVERS:(Building,Heavy, Highway Construction) Groups: 1 $18.08 $7.64 la 18.92 7.64 2 17.24 7.64 3 16.68 7.64 AKS10001 4 26.33 7.64 5 15.76 7.84 6 18.79 7.64 7 13.17 1.59 Truck Drivers: Group 1:Ready Mix over 12 and up to and including lS5yds.; with double box mixer;Dump Trucks (including Rockbuggy and Trucks with pups)over 40 up to and including 60 yds.;Deltas, Commanders,Rollogans and similar equipment when pulling sleds, trailers or similar equipment:Boat Coxswain;Helicopter Transporters;Lowboys including attached trailers and jeeps,12 axles. Semi Group la:Dump Trucks (including Rockbuggy and Trucks with pups)over 60 yds.up to and including 100 yds. Group 2:Turn-O-Wagon or DW-10 not self-loading;All Deitas, Commanders,Rollogans,and similar equipment:Mechanics:Tireman: Dump Trucks (including Rockbuggy and Trucks with pups)over 20 up.to and including 40 yds. Group 3:Dump Trucks (including Rockbuggy and Trucks with pups)over 10 yds.up to and including 20 yds.;Lowboys includingattachedtrailersandjeepsuptoandincluding11axles:oilDistributorDrivers;Compactor (when pulled by rubber tired equipment);Water Wagon (when pulled by Euclid or similar typeequipment);Partsman. Group 4:Buggymobile;:Semi or Truck and trailer;Dumpster:BatchTrucksover5yds.;Dump Trucks including Rockbuggy and Truckwithpupsuptoandincluding10yds.;Gin pole Driver:Track Truck Equipment;Stringing Truck;Fuel Truck:Fuel Handler with truck;Grease Truck;Flat Beds,dual rear axle:Hyster Operators(handling bulk aggregate;Lumber Carrier;Water Wagon,semi: Water Wagon,dual axle;Winch Truck,Wrecker,Flat Bed including"A"Frame over 5 tons;Bull Lifts and Fork Lifts with over 5 tons;Front End Loader with Forks;Bus Operator over 30 passengers;All Terrain Vehicles;Boom Truck,Knuckle Truck over 5 tons;Foam Distributor Truck/dual axle:Hydro-seeders,dual axle;Vacuum Trucks,Truck Vacuum Sweepers,dual axle:Loadmaster (air and water);Air Cushion or similar type:Fire Truck,dualaxle:Combination Truck-fuel/grease;Greasers:Rigger. Group 5:Batsn Trucks up to and including 5 yds.;GravelSpreaderBoxontruck:Flat Beds,single rear axle:Boom Truck/Knuckle Truck up to and including 5 tons:Pickups (PilotCarsandalllightdutyvehicles);Water Wagon,single axle:Wineh Truck,Wrecker,Flat Bed including "A"Frame,5 tons and under:Bull Lifts and Fork Lifts (fork lifts with power broom andswingattachmentsuptoandincluding5Stons);Bus Operators,up AK$10001 -11 to 30 passengers;Farm type Rubber Tired Tractsr (when material handling or pulling wagons);Foam Distributor,single axle; Ambulance;Hydro-Seeders,single axle:Team Drivers (horses, mules and similar equipment);Vacuum Trucks,Truck Vacuum Sweepers,single axle;Fire Truck,single axle:Rigger,Warenouse operation;Fuel Handler. Group 6:Ready Mix -All sizes.Group 7:Truck Drivers -Highway Only (East of the 141stMeridian) Unlisted classifications needed for work not included within the scepe of the classifications listed may be added after award onlyasprovidedinthelaborstandardscontractclauses(29 CFR §.5(a)1(ii)). END OF GENERAL DECISION AK910001 -12 SECTION K REPRESENTATIONS,CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS TABLE OF CONTENTS Section Clause K.1 REPRESENTATIONS,CERTIFICATIONS,AND OTHER STATEMENTS OF BIDDERS /OFFERORS U.S.DEPARTMENT OF ENERGY REPRESENTATIONS,CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS SOLICITATION NO.DE-=FB=-85-92AP10027 SECTION K Various statutes and regulations require Federal agencies to obtain certain representations,certifications,and other statements from bidders/offerors in connection with the award of contract.To this end,all bidders/offerors submitting a bid/proposal in response to this solicitation must complete items 1 through 10 and Item 45.Additional representations and certifications (items 11 through 44)must be completed by the offeror if required by the solicitation, as indicated by the placement of an "X"to the right of the numerical designation for the item. 1.FAR 52.203-4 Contingent Fee Representation and Agreement (APR 1984) 2.FAR 52.204-3 Taxpayer Identification (SEP 1989) 3.FAR 52.204-4 Contractor Establishment Code (AUG 1989) 4.FAR §2.209-5 Certification Regarding Debarment,Suspension,Proposed Debarment,and Other Responsibility Matters (MAY 1989) 5.FAR S52.219-1 Small Business Concern Representation (JAN 1991) 6.FAR 52.219-2 Small Disadvantaged Business Concern Representation (FEB 1990) 7.FAR 52.219-3 Women-Owned Small Business Representation (APR 1984) 8.FAR 52.222-21 Certification of Nonsegregated Facilities (APR 1984) 9.FAR 52.222-22 Previous Contracts and Compliance Reports (APR 1984) 10.FAR $2.223-5 Certification Regarding a Drug-Free Workplace (JUL 1990) IF SEALED BIDDING PROCEDURES ARE USED,COMPLETE ITEMS 11 AND 12. al.(X)FAR S$2.214-2 Type of Business Organization -Sealed Bidding -(JUL 1987) 12.(X)FAR 52.214-14 Place of Performance Sealed Bidding (APR 1985) IF NEGOTIATION PROCEDURES ARE USED,COMPLETE ITEMS 13,14 AND 15. 13.{)FAR 52.215-6 Type of Business Organization (JUL 1987) 14.¢()FAR S2.215-11 Authorized Negotiators (APR 1984) 15.(]-FAR 52.215-20 Place of Performance (APR 1984) COMPLETE ITEMS 16 THROUGH 44 ONLY AS INDICATED : 16.(Jj FAR 52.219-19 Small Business Concern Representation for the Small Business Competitiveness Demonstration Program (JUL 1991) 17.{Jj FAR 52.219-21 Small Business Size Representation for Targeted Industry Categories Under the Small Business Competitiveness Demonstration Program (JUL 1991) 18.(Jj FAR 52.203-2 Certificate of Independent Price Determination (APR 1985) 19.[(X]FAR §2.203-8 Requirement for Certificate of Procurement Integrity (NOV 1990) 20.[{J FAR 52.203-8 Requirement for Certificate of Procurement Integrity (NOV 1990),ALTERNATE I (SEP 1990) 21.[(X}FAR 52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (APR 1991)(DEVIATION) 22.{}DEAR 952.204-73 Foreign Ownership,Control,or Influence Over Contractor (APR 1984) 23.()FAR 52.207-4 Economic Purchase Quantity --Supplies (AUG 1987) 24.[{}FAR 52.208-2 Jewel Bearings and Related Items Certificate (APR 1984) 25.(xX)DEAR 952.209-70 Organizational Conflicts of Interest -Disclosure or Representation (APR 1984). 26.[{X]FAR 52.214-16 Minimum Bid Acceptance Period (APR 1984) K-2 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 4l. 42. 43. 44. 4s. FAR 52.214-30 Annual Representations and Certifications--Sealed Bidding (DEC 1989) FAR 52.215-19 Period For Acceptance of Offer (APR 1984) FAR §$2.215-32 Certification of Commercial Pricing for Parts or Components (AUG 1991) FAR 52.215-35 Annual Representations and Certification--Negotiation (DEC 1989) FAR 52.222-19 Walsh-Healey Public Contracts Act Representation (APR 1984) FAR 52.222-25 Affirmative Action Compliance (APR 1984) FAR 52.222-48 Exemption for Application of Service Contract Act Provisions (MAY 1989) FAR 52.223-1 Clean Air and Water Certification (APR 1984) FAR 52.223-4 Recovered Material Certification (APR 1984) FAR S2.225-1 Buy American Certificate (DEC 1989) FAR 52.225-6 Balance of Payments Program Certificate (APR 1985) FAR 52.227-7 Patents--Notice of Government Licensee (APR 1984) FAR 52.227-15 Representation of Limited Rights Data and Restricted Computer Software (JUN 1987) DEAR 952.227-80 Technical Data Certification (APR 1984) DEAR 952.227-81 Royalty Payments (APR 1984) FAR 52.230-1 Cost Accounting Standards Notices and Certification (National Defense)(SEP 1987) FAR 52.230-2 Cost Accounting Standards Notices and Certification (Nondefense)(SEP 1987).- FAR 52.247-2 Permits,Authorities,or Franchises (APR 1984) Signature/Certification U.S.DEPARTMENT OF ENERGY REPRESENTATIONS,CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS SOLICITATION NO.DE-FB85 92AP10027 SECTION K 1.FAR 52.203-4 CONTINGENT FEE REPRESENTATION AND AGREEMENT (APR 1984) (a)Representation.The offeror represents that,except for full-time bona fide employees working solely for the offeror,the offeror-- (Note:The offeror must check the appropriate boxes.For interpretation of the representation,including the term "bona fide employee,”see Subpart 3.4 of theFederalAcquisitionRegulation.} (1)[]has,(k]has not employed or retained any person or companytosolicitorobtainthiscontract:and (2)(]has,(xj has not paid or agreed to pay to any person orcompanyemployedorretainedtosolicitorobtainthiscontractanycommission, percentage,brokerage,or other fee contingent upon or resulting from the award of this contract. (b)Agreement.The offeror agrees to provide information relating to the above Representation as requested by the Contracting Officer and,when subparagraph (a)(1)or (a)(2)is answered affirmatively,to promptly submit to the Contracting Officer--- (1)A completed Standard Form 119,Statement of Contingent or Other Fees,(SF 119);or . (2)A signed statement indicating that the SF 119 was previouslysubmittedtothesamecontractingoffice,including the date and applicablesolicitationorcontractnumber,and representing that the prior SF 119 applies to this offer or quotation. 2.FAR §2.204=3 TAXPAYER IDENTIFICATION (SEP 1989) (a)Definitions. "Common parent,"as used in this solicitation provision,means that corporate entity that owns or controls an affiliated group of corporations that files its Federal income tax returns on a consolidated basis,and of which the offeror is a member. "Corporate status,”as used in this solicitation provision,means a designation as to whether the offeror is a corporate entity,an unincorporated entity (e.g.,sole proprietorship or partnership),or a corporation providingmedicalandhealthcareservices. "Taxpayer Identification Number (TIN),"as used in this solicitation provision,means the number required by the IRS to be used by the offeror inreportingincometaxandotherreturns. (b)The offeror is required to submit the information required in Paragraphs (c)through (e)of this solicitation provision in order to comply withreportingrequirementsof26U.S.C.6041,6041A,and 6050M and implementingregulationsissuedbytheInternalRevenueService(IRS).If the resultingcontractissubjecttoreportingrequirementsdescribedin4.902(a),the failure or refusal by the offeror to furnish the information may result in a 20 percentreductionofpaymentsotherwisedueunderthecontract. (Cc)Taxpayer Identification Number (TIN). (]TIN:97..9059937 . {}TIN has been applied for. {]TIN is not required because: ()Offeror is a nonresident alien,foreign corporation,or foreign partnership that does not have income effectively connected with the conduct of a trade or business in the U.S.and does not have an office or placeofbusinessorafiscalpayingagentintheU.S.; (])Offeror is an agency or instrumentality of a foreign government; {]Offeror is an agency or instrumentality of a Federal, state,or local government; (]Other.State basis.. (a)Corporate Status.. ML&P is owned and operated by.the Municipality of Anchorage]Corporation providing medical and health care services,orengagedinchebillingandcollectingofpaymentsforsuchservices; {]Other corporate entity; []Not a corporate entity; {}Sole proprietorship (}Partnership ()Hospital or extended care facility described in 26 CFR S01(c)(3)that is exempt from taxation under 26 CFR 50l(a). (e)Common Parent. (*]Offeror is not owned or controlled by a common parent as defined in paragraph (a)of this clause. {}Name and TIN of common parent: Name TIN 3.FAR 52.204-4 CONTRACTOR ESTABLISHMENT CODE (AUG 1989) In the -block with its name and address,the offeror should supply the Contractor Establishment Code applicable to that name and address,if known,to the offeror.The number should be preceded by "CEC:"Offerors should take care to report the correct CEC and not a similar number assigned to the offeror in different system. The CEC is a 9-digit code assigned to a contractor establishment that contracts with a Federal executive agency.The CEC system is a contractor identification coding system which is currently the Dun and Bradstreet Data Universal Numbering System (DUNS).The CEC system is distinct from the Federal Taxpayer Identification Number (TIN)system. The Government will obtain a Contractor Establishment Code for any awardee that does not have or does not know its CEC. 4.FAR 52.209-5 CERTIFICATION REGARDING DEBARMENT,SUSPENSION,PROPOSED DEBARMENT,AND OTHER RESPONSIBILITY MATTERS (MAY 1989) (a)(1)The Offeror certifies,to the best of its knowledge and belief, that-- (i)The Offeror and/or any of its Principals-- (A)Are ()are not (,)presently debarred,suspended,proposed for debarment,or declared ineligible for the award of contracts by any Federal agency; (B)Have ()have not (4),within a three-year periodprecedingthisoffer,been convicted of or had a civil judgment rendered against them for:commission of fraud or a criminal offense in connection with obtaining, attempting to obtain,or performing a public (Federal,state,or local)contract or subcontract;violation of Federal or state antitrust statutes relating to the submission of offers;or commission of embezzlement,theft,forgery,bribery, falsification or destruction of records,making false statements,or receiving stolen property;and (C)Are ()are not (,)presently indicted for,orotherwisecriminallyorcivillychargedbyagovernmentalentitywith,commission of any of the offenses enumerated in subdivision (a)(1)(i)(B)of this provision. (ii)The Offeror has ()has not (KX),within a three year period preceding this offer,had one or more contracts terminated for default by any Federal agency. (2)"Principals,"for the purposes of this certification, means officers;directors;owners;partners;and,persons having primary Management or supervisory responsibilities within a business entity (e.g., general manager;plant manager;head of a subsidiary,division,or business segment,and similar positions). THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE UNITED STATES AND THE MAKING OF A FALSE,FICTITIOUS,OR FRAUDULENT CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER SECTION 1001,TITLE 18,UNITED STATES CODE. (b)The Offeror shall provide immediate written notice to the ContractingOfficerif,at any time prior to contract award,the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. (c)A certification that any of the items in paragraph (a)of this provision exists will not necessarily result in withholding of an award under this solicitation.However,the certification will be considered in connection with a determination of the Offeror's responsibility.Failure of the Offeror to furnish a certification or provide such additional information as requested bytheContractingOfficermayrendertheOfferornonresponsible. (ad)Nothing contained in the foregoing shall be construed to requireestablishmentofasystemofrecordsinordertorender,in good faith,the certification required by paragraph (a)of this provision.The knowledge andinformationofanOfferorisnotrequiredtoexceedthatwhichisnormallypossessedbyaprudentpersonintheordinarycourseofbusinessdealings. (e)The certification in paragraph (a)of this provision is a material representation of fact upon which reliance was placed when making award.If it is later determined that the Offeror knowingly rendered an erroneous certification,in addition to other remedies available to the Government,the Contracting Officer may terminate the contract resulting from this solicitation for default. S.FAR 52.219-1 SMALL BUSINESS CONCERN REPRESENTATION (JAN 1991) (a)Representation.The offeror represents and certifies as part of its offer that it (x]is,(+)is not a small business concern and that [x}all,{]not all end items to be furnished will.be manufactured or produced by a smallbusinessconcernintheUnitedStates,its territories or possessions,Puerto Rico,or the Trust Territory of the Pacific Islands. (b)Definition. "Small business concern,"as used in this provision,means a concern, including its affiliates,that is independently owned and operated,not dominant in the field of operation in which it is bidding on Government contracts,and qualified as a small business under the criteria and size standards in this solicitation. (¢c)Notice.Under 15 U.S.C.645(d),any person who misrepresents a firm's status as a small business concern in order to obtain a contract to be awarded under the preference programs established pursuant to sections 8(a),8(d),9,or 15 of the Small Business Act or any other provision of Federal law that specifically references section 8(d)for a definition of program eligibility, shall--, (1)Be punished by imposition of fine,imprisonment,or both; (2)Be subject to administrative remedies,including suspension and debarment;and (3)Be ineligible for participation in programs conducted under the authority of the Act. 6.FAR 52.219-2 SMALL DISADVANTAGED BUSINESS CONCERN REPRESENTATION (FEB 1990) (a)Representation.The offeror represents that it {(]is,[(,]is not asmalldisadvantagedbusinessconcern. (b)Definitions. "Asian Pacific Americans,"as used in this provision,means United States citizens whose origins are in Japan,China,the Philippines,Vietnam,Korea, Samoa,Guam,the U.S.Trust Territory of the Pacific Islands (Republic of Palau), the Northern Mariana Islands,Laos,Kampuchea (Cambodia),Taiwan,Burma, Thailand,Malaysia,Indonesia,Singapore,Brunei,Republic of the Marshall Islands,or the Federated States of Micronesia. "Indian tribe,"as used in this provision,means any Indian tribe,band, nation,or other organized group or community of Indians,including any Alaska Native Corporation as defined in 13 CFR 124.100 which is recognized as eligible for the special programs and services provided by the U.S.to Indians because of their status as Indians,or which is recognized as such by the State in which such tribe,band,nation,group,or community resides. "Native Americans,"as used in this provision,means American Indians, Eskimos,Aleuts,and Native Hawaiians. ;"Native Hawaiian Organization,"as used in this provision,means anycommunityserviceorganizationservingNativeHawaiiansin,and chartered as a not-for-profit organization by,the State of Hawaii,which is controlled by Native Hawaiians,and whose business activities will principally benefit such Native Hawaiians. "Small business concern,"as used in this provision,means a concern, including its affiliates,that is independently owned and operated,not dominant in the field of operation in which it is bidding on Government contracts,and qualified as a small business under the criteria and size standards in 13 CFR 121., "Small disadvantaged business concern,"as used in this provision,means a small business concern that (a)is at least Sl percent unconditionally owned by one or more individuals who are both socially and economically disadvantaged,or a publicly owned business having at least S51 percent of its stock unconditionally owned byoneormoresociallyandeconomicallydisadvantagedindividualsand (b)has its management and daily business controlled by one or more such individuals.This term also means a small business concern that is at least 51 percent unconditionally owned by an economically disadvantaged Indian tribe or Native Hawaiian Organization,or a publicly owned business having at least 51 percent of its stock unconditionally owned by one of these entities which has its management and daily business controlled by members of an economicallydisadvantagedIndiantribeorNativeHawaiianOrganization,and which meets the requirements of 13 CFR 124. "Subcontinent Asian Americans,”as used in this provision,means United States citizens whose origins are in India,Pakistan,Bangladesh,Sri Lanka, Bhutan,or Nepal. (¢)Qualified groups.The offeror shall presume that socially andeconomicallydisadvantagedindividualsincludeBlackAmericans,HispanicAmericans,Native Americans,Asian-Pacific Americans,Subcontinent Asian Americans,and other individuals found to be qualified by SBA under 13 CFR 124. The offeror shall presume that socially and economically disadvantaged entities also include Indian tribes and Native Hawaiian Organizations. 7.FAR §2.219-3 WOMEN-OWNED SMALL BUSINESS REPRESENTATION (APR 1984) (a)Representation.The offeror represents that it {]is,(*]is not a women-owned small business concern. (b)Definitions. "Small business concern,"as used in this provision,means a concern, including its affiliates,that is independently owned and operated,not dominate in the field or operation in which it is bidding on Government contracts,and qualified as small business under the criteria and size standards in 13 CFR 121. "Women-owned,”as used in this provision,means a small business that is at least 51 percent owned by a woman or women who are U.S.citizens and who also control and operate the business. 8.FAR 52.222-21 CERTIFICATION OF NONSEGREGATED FACILITIES (APR 1984) (a)"Segregated facilities,”as used in this provision,means any waiting rooms,work areas,rest rooms and wash rooms,restaurants and other eating areas, time clocks,locker rooms and other storage or dressing areas,parking lots,drinking fountains,recreation or entertainment areas,transportation,andhousingfacilitiesprovidedforemployees,that are segregated by explicitdirectiveorareinfactsegregatedonthebasisofrace,color,religion,or national origin because of habit,local custom,or otherwise. (b)By the submission of this offer,the offeror certifies that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments,and that it does not and will not permit its employeestoperformtheirservicesatanylocationunderitscontrolwheresegregated facilities are maintained.©The offeror agrees that a breach of this certification is a violation of the Equal Opportunity clause in the contract. (c)The offeror further agrees that (except where it has obtained identical certifications from proposed subcontractors for specific time periods)it will-- (1).Obtain identical certifications from proposed subcontractors before the award of subcontracts under which the subcontractors will be subject to the Equal Opportunity clause. (2)Retain the certifications in the files;and (3)Forward the following notice to the proposed subcontractors (except if the proposed subcontractors have submitted identical certifications for specific time periods): NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENT FOR CERTIFICATIONS OF NONSEGREGATED FACILITIES. A Certification of Nonsegregated Facilities must be submitted before the award of a subcontract under which the subcontractor will be subject to the Equal Opportunity clause.The certification may be submitted either for each subcontract or for all subcontracts during a period (i.e.,quarterly, semiannually,or annually). NOTE:The penalty for making false statements in offers is prescribed in 18 U.S.C.1001. 9.FAR §2.222-22 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (APR 1984) The offeror represents that-- (a)It (}]has,[x]has not participated in a previous contract or subcontract subject either to the Equal Opportunity clause of this solicitation, the clause originally contained in Section 310 of Executive Order No.10925,ortheclausecontainedinSection201ofExecutiveOrderNo.11114; (b)It [)has,{}has not,filed all required compliance reports;and n/a(¢c)Representations indicating submission of required compliance reports, signed:by proposed subcontractors,will be ebtained before subcontract awards.n/a 10.FAR §2.223-5 CERTIFICATION REGARDING A DRUG-FREE WORKPLACE (JUL 1990) (a)Definitions.As used in this provision, "Controlled substance”means a controlled substance in schedules I through V of section 202 of the Controlled Substances Act (21 U.S.C.812)and as furtherdefinedinregulationat21CFR1308.11-1308.15. "Conviction”means a finding of guilt (including a plea of nolo contendere) or imposition of sentence,or both,by any judicial body charged with the responsibility to determine violations of the Federal or State criminal drug statutes. "Criminal drug statute"means a Federal or non-Federal criminal statute involving the manufacture,distribution,dispensing,possession or use of any controlled substance. "Drug-free workplace"means the site(s)for the performance of work done by the Contractor in connection with a specific contract at which employees of the Contractor are prohibited from engaging in the unlawful manufacture, distribution,dispensing,possession,or use of a controlled substance. "Employee"means an employee of a Contractor directly engaged in the performance of work under a Government contract."Directly engaged"is defined to include all direct cost employees and any other Contractor employee who has other than a minimal impact or involvement in contract performance. "Individual”means an offeror/contractor that has no more than one employee including the offeror/contractor. K-10 (b)By submission of its offer,the offeror,if other than an individual, who is making an offer that equals or exceeds $25,000,certifies and agrees,that with respect to all employees of the offeror to be employed under a contract resulting from this solicitation,it will--no later than 30 calendar days after contract award (unless a longer period is agreed to in writing),for contracts of 30 calendar days or more performance duration,or as soon as possible for contracts of less than 30 calendar days performance duration;but in any case, by a date prior to when performance is expected to be completed- -- (1)Publish a statement notifying such employees that the unlawful manufacture,distribution,dispensing,possession or use of a controlled substance is prohibited in the Contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (2)Establish a ongoing drug-free awareness program to inform such employees about-- {1)The dangers of drug abuse in the workplace; (ii)The Contractor's policy of maintaining a drug-free workplace; (iii)Any available drug counseling,rehabilitation,and employee assistance programs;and (iv)The penalties that may be imposed upon employees for drugabuseviolationsoccurringintheworkplace; (3)Provide all employees engaged in performance of the contract with a copy of the statement required by subparagraph (b)(1)of this provision; (4)Notify such employeesin writing in the statement required bysubparagraph(b)(1)of this provision,that as a condition of continued employment on the contract resulting from this solicitation,the employee will-- (i)Abide by the terms of the statement;and .(iL)Notify the employer of employee's conviction under a criminal drug statute for a violation occurring in the workplace no later than 5 calendar days after such conviction; (5)Notify the Contracting Officer in writing within ten (10) calendar days after receiving notice under subdivision (b)(4)(ii)of this provision,from an employee or otherwise receiving actual notice of such conviction.The notice shall include the position title of the employee;and (6)Within 30 calendar days after receiving notice under subdivision (b)(4)(ii)of this provision of a conviction,take on of the following actions with respect to any employee who is convicted of a drug abuse violation ocecurring in the workplace: (i)Take appropriate personnel action against such employee,up to and including termination;or (ii)Require such employee to satisfactorily participate ina drug abuse assistance or rehabilitation program approved for such purposes by a Federal,State,or local health,law enforcement,or other appropriate agency. (7)Make a good faith effort to maintain a drug-free workplace through implementation of subparagraphs (b)(1)through (b)(6)of this provision. K-11 (¢)By submission of its offer,the offeror,if an individual who is makinganofferofanydollarvalue,certifies and agrees that the offeror will not engage in the unlawful manufacture,distribution,dispensing,possession,or use of a controlled substance in the performance of the contract resulting from this solicitation. (ad)Failure of the offeror to provide the certification required byparagraph(b)or (c)of this provision,renders the offeror unqualified and ineligible for award.(See FAR 9.104-1(g)and 19.602-1(a)(2)(i).) (e)In addition to other remedies available to the Government,the certification in paragraphs (b)or (c)of this provision concerns a matter within the jurisdiction of the agency of the United States and the making of a false, fictitious,or fraudulent certification may render the maker subject toprosecutionunderTitle18,United States Code,Section 1001. K-12