Resolution No. 15-08 CITY OF TIGARD, OREGON
TIGARD CITY COUNCIL
RESOLUTION NO. 15-OS
A RESOLUTION OF THE TIGARD CITY COUNCIL APPROVING AN AGREEMENT FOR
ALTERNATE SERVICE BETWEEN PORTLAND GENERAL ELECTRIC COMPANY,THE CITY OF
LAKE OSWEGO AND THE CITY OF TIGARD RELATING TO CONSTRUCTION OF THE NEW
WATER TREATMENT PLANT, AND AUTHORIZING THE CITY MANAGER TO SIGN THE
AGREEMENT
WHEREAS, on August 6, 2008, the cities of Lake Oswego and Tigard (the "cities") executed an
Intergovernmental Agreement Regarding Water Supply Facilities,Design,Construction,and Operation;and
WHEREAS, the cities have determined that that it is in the best interests of both that the design and
construction of certain water supply facilities include a back-up source of electrical power for planned and
emergency interruptions of the primary electrical power over the operating life of such facilities;and
WHEREAS, through analysis of alternatives for providing a back-up source of electrical power, the cities have
determined that entering into an agreement for alternate power service (Agreement) with Portland General
Electric (PGE) best meets the cities' objective of providing an reliable supply of water to their citizens for
public health,fire suppression, sanitation and economic development;and
WHEREAS, the Agreement with PGE is providing the cities on-demand access to a second power source of
electrical power from its supply system in perpetuity, in exchange for a one-time lump sum payment of
$530,698.
NOW,THEREFORE,BE IT RESOLVED by the Tigard City Council that:
SECTION 1: The city manager is authorized to sign the Agreement substantially in the form attached
hereto as Attachment 1.
SECTION 2: This resolution is effective immediately upon passage.
PASSED: This day of 6144 2015.
Mayor ity of Tigard
ATTEST:
e5�
City Recorder-City of Ti d
RESOLUTION NO. 15-d 8
Page 1
CITY OF LAKE OSWEGO;CITY OF TIGARD
AND
PORTLAND GENERAL ELECTRIC COMPANY
AGREEMENT FOR ALTERNATE SERVICE
(Water Treatment Plant in West Linn)
2014
1 Water Treatment Plant-Alternate Service Agreement
This Agreement for Alternate Electric Service ("Agreement") is between the City of Lake Oswego, an
Oregon municipal corporation;the City of Tigard, an Oregon municipal corporation; both hereinafter
referred to as "Customer" and PORTLAND GENERAL ELECTRIC ("PGE"), an Oregon corporation. PGE
and Customer are hereinafter sometimes referred to individually as "Party" and collectively as the
"Parties".
The Parties agree as follows:
1. Term of Agreement
This Agreement shall commence on the date of execution and remain in effect for as long as
Customer requires alternate electric service at the location described below, or until Customer
provides written notice to PGE in accordance with paragraph 10a) herein,whichever is earlier.
2. Conditions of Service
PGE reserves the right to test,operate,and maintain the PGE equipment involved. Customer will
be notified, in writing or by using another mutually agreeable method of communications, in
advance,to the extent practicable, if the alternate service will be unavailable for more than 24
hours.This Agreement does not provide for increases in PGE's alternate service capacity and
service may,therefore, be interrupted if actual kVA demand, by Customer,on the alternate service
facilities exceeds the contracted maximum kVA demand.
3. Location to be Served and Point of Delivery
a) The alternate electric service capacity, agreed to herein, shall be available for use at
Customer's premises located at:
4260 Kenthorpe Way, West Linn, OR 97068.
b) The point of delivery of the alternate electric service is specifically described as:
Termination lugs for the 750 kcmil AL XLP cable contained within the EUSERC-compliant(section
400 of the 2012 Electric Utility Service Equipment Requirements Committee standards manual), 15
kV-rated, revenue metering cabinet located at Lake Oswego/Tigard Water Partnership Water
Treatment Plant(4260 Kenthorpe Way, West Linn, OR 97068). See Exhibit 1.
[006977.011/179295/212 1 Water Treatment Plant-A l t e r n a t e S e r v i c e A g r e e m e n t
4. Payment
a. Contracted Demand:
Customer agrees to pay PGE a one-time lump-sum payment of$530,698. Subject to timely
receipt of the one-time lump-sum payment to PGE and following completion of construction of
the necessary facilities, PGE agrees to provide 4,000 kVA of alternate service capacity pursuant
to the terms and conditions of this Agreement.
b. Demand in Excess of Contracted Amount:
When the alternate service is utilized, Customer's monthly billing will consist of: i)the standard
kW and WAR demand charges on either the preferred or alternate service, whichever is the
greater; ii)the sum total kWh charge for both services;and, iii) in the event that Customer
imposes a kVA demand on the alternate service facilities in excess of the above-listed,
Customer will pay PGE an additional monthly amount for that month and the succeeding 11
months.The additional monthly amount, discussed in (iii)above, will be determined by
multiplying the excess kVA demand by the then-current tariff sum of transmission and
distribution demand charges and the applicable facilities capacity charges. For informational
purposes only,currently,the sum of these monthly charges is$4.75 per kVA for a Schedule 85
primary voltage customer at 4,000 kVA, however,this rate is subject to change. Should a
condition of kVA demand occur, which exceeds the maximum kVA contracted for under this
Agreement, Customer shall either modify operations to prevent excess kVA demand or execute
a supplemental Agreement with PGE for the additional amount of alternate service required. It
is understood and agreed that the cost of accommodating additional alternate service for
Customer will be based on the costs of PGE in effect at that time.Customer will also be billed
actual cost of any damage to PGE's alternate service facilities caused by Customer's alternate
service demand in excess of the contracted amount.
5. Advanced Notice for Using Alternate Facilities
Either PGE or Customer may arrange for service to be provided through the alternate service
facilities. Customer must gain prior approval for non-emergency usage by providing written notice
to PGE five(5) days in advance of the desired switch. Notice to PGE shall be provided to Andrew
Schafer, Key Customer Manager(503-464-2583).
[006977.011/179295/2]3 1 Water Treatment Plant-A l t e r n a t e S e r v i c e A g r e e m e n t
6. Indemnification
Customer shall,to the fullest extent permitted by law, protect, defend, indemnify and hold
harmless PGE and its affiliates and their respective employees, directors,and agents
("Indemnitees")from and against any losses,costs,claims, penalties,fines, liens,demands,
liabilities, legal actions,judgments, and expenses of every kind (including,without limitation,
reasonable attorney fees, including at trial and on appeal) asserted or imposed against any
Indemnitees by any third party(including, without limitation, employees of Customer or PGE) and
arising out of the negligent or wrongful acts or omissions of Customer or any subcontractor of or
consultant to Customer or any of their respective employees,directors or agents arising out of or in
any way related to the performance or nonperformance of this Agreement("Indemnified Losses"),
except to the extent such Indemnified Losses are caused by the sole negligence or willful
misconduct of the Indemnitees. Customer warrants to PGE that its indemnity obligation will be
supported by liability insurance to be furnished by it, or self-insurance approved by PGE for these
purposes;provided that recovery under or in respect of this indemnity shall not be limited to the
proceeds of any insurance.
7. Disclaimer of Consequential Damages
EXCEPT TO THE EXTENT REQUIRED BY LAW, PGE SHALL NOT BE LIABLE TO CUSTOMER FOR ANY
LOST OR PROSPECTIVE PROFITS OR ANY OTHER SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL,
INCIDENTAL OR INDIRECT LOSSES OR DAMAGES(IN TORT, CONTRACT OR OTHERWISE) UNDER OR
IN RESPECT OF THIS AGREEMENT.
8. Successors and Assigns
Customer may assign this Agreement to a third party or a successor in interest as long as a) in PGE's
reasonable judgment such third party's or successor's creditworthiness and ability to perform
Customer's obligations under this Agreement are at least as good as that of Customer; and b)the
assignee or successor agrees to be bound by all the terms of conditions of this Agreement.
9. Cancellation of Previous Agreements
Any and all former agreements between Customer and PGE for the alternate electric service
covered by this Agreement are hereby canceled and terminated.
[006977.011/7.79295/2]4 1 Water Treatment Plant-A l t e r n a t e S e r v i c e A g r e e m e n t
10. Termination of This Agreement
a) This Agreement may be terminated by Customer upon 30 days'written notice to PGE.The
subsequent availability of alternate electric service is subject to all changes in applicable tariffs,
including Utility Rules and Regulations and all lawful orders of the Public Utility Commission of
Oregon.
b) Should the payment for alternate service be on a monthly basis, upon termination Customer
will pay to PGE the amount that PGE's depreciated investment in such alternate service
facilities exceeds the current value of the facilities to PGE.
c) If the Customer has made a lump-sum prepayment to PGE for the alternate service facilities,
upon termination PGE will pay to the Customer an amount equal to the current value to PGE for
said facilities.This amount will not exceed the undepreciated amount of said facilities at the
time of such termination.
d) In the event that the Customer fails to prevent excess kVA demand and refuses to timely
execute a supplemental agreement with PGE for the additional amount of alternate service
required by it, upon written notice to Customer, PGE may terminate this Agreement and
Customer shall be responsible for all outstanding amounts owed to PGE including the payment
under section 10b), to the extent applicable.
INTENTIONAL BREAK
SIGNATURE PAGE TO FOLLOW
[006977.011/179295/215 1 Water Treatment Plant-A I t e r n a t e S e r v i c e A g r e e m e n t
CUSTOMER: CITY OF LAKE OSWEGO LAKE OSWEGO—Approval as to Form
(Signature, Title) (Initials, Date)
(Date)
CUSTOMER: CITY OF TIGARD TIGARD—Approval as to Form
(Signature,Title) (Initials, Date)
(Date)
COMPANY: PORTLAND GENERAL ELECTRIC COMPANY
(Signature,Title)
(Date)
PGE—Rates and Regulatory Affairs PGE—Legal Review
/Iho �
(Signature,Title) (Initials, Date)
(Date)
61 Water Treatment Plant-Alternate Service Agreement
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