20110901Notice of Affiliate Transaction.pdf

~~l~OUNTAIN
September 1, 2011
Mark C Moench
Senior Vice Presiden and General Counsel
201 S. Main Steet, Suite 2400
Salt Lake Cit, UT 84111
801-220-459 Office
801-220-4058 Fax
mark.moench(§aciforp.com
VI OVERNIGHT DELIVERY
Re: PacifiCorp Notice of Affliate Tranaction
Case No. PAC-E-05-8
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Jean D. Jewell
Commssion Secreta
Idaho Public Utilties Commssion
472 West Washigton
Boise, ID 83702-5983 :::x-
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Dear Ms. Jewell:
Ths letter wil serve as notice puruat to Commtment I 17(2), incorporated in the
Idaho Public Utilties Commission Order No. 29973 issued Februar 13,2006, as supplemented
by Order No. 29998 March 14, 2006, in the above-referenced proceeding, approving the
acquisition of PacifiCorp by MidAerican Energy Holdings Company, of an afliate interest
transaction. Rocky Mountan Power hereby provides notice of an affiliate transaction and
provides as Attchment A to ths notice an original and five (5) copies of the Intercompany
Mutu Assistace Agrement (Agreement) entered into by and between PacifiCorp,
MidAerican Energy Company (MC), Kern River Gas Transmission Company (Kern River)
and Nortern Natu Gas Company (NG) (all four entities may be referred to collectively as
Paries or individualy as a Par). PacifiCorp is an indirect, wholly-owned subsidiar of
MidAerican Energy Holdings Company (MEHC). MEC, Kern River and NNG are also
indirect, wholly-owned subsidiares of MEHC. Therefore, MEHC's ownership interest in
PacifiCorp, MEC, Kern River and NNG may create an afliate relationship in some
jursdictions.
The Pares are subject to reguation either by state public utilty reguatory commissions
or the Federa Energy Regulatory Commission. MEC provides retal electrc and natual gas
services in Iowa, South Dakota and Ilinois. Kern River operates a natual gas pipeline extending
though Wyomig, Uta Nevada and Californa. NNG operates an interstate natual gas pipeline
primarly deliverig natual gas in the Midwest. PacifiCorp provides retal electrc service in
Washington, Oregon, Californa, Uta, Idaho and Wyoming.
The Paries occasionally experience emergency situtions, such as outages due to storms
or equipment failure and have plan in place to address such situtions. For example, PacifiCorp
may draw upon its own resources, such as personnel and inventory, to respond to emergencysitutions. PacifiCorp may also enlist the assistace of neighborig utilities puruat to
emergency services agreements such as the Western Regiona Mutu Assistce Agreement. It
was determed that the rate-reguated subsidiaries of MEHC, i.e. the Paries, may also benefit
from being able to rely on each other durng emergency situtions. To that end, the Agreement
was developed.
Idaho Public Utilties Commission
September 1, 2011
Page 2
The Agreement is simlar in strctue to the Intercompany Admstrtive Services
Agreement (IASA) used by MEHC and its subsidiares to shae admstrative servicesl and is
intended to be an additional tool for respondig to emergencies. Under the Agreement, a Pary
needing assistace may request it of another Par or Paries. The other Paries may choose
whether or not to provide the requested assistace. In working with other utilties for which
mutu assistace agreements are already in place, PacifiCorp typically only provides labor or
other services, and only to the extent that providing such assistace will not impai the
Company's own operations. PacifiCorp may occasionally provide goods, although only if there
is surlus inventory and the provision of goods will not impai the Company's own operations.
All aspects of providing assistace will be governed by the Edison Electrc Institute
Mutu Aid Agreement, the Western Region Mutu Assistace Agreement, or other such
agreements that may be customarly used in the region where the assistace is being provided,
except for the reimbursement of costs. Reimbursement of costs will be governed by Aricle 4 of
the Agreement, which generally provides that goods will be reimbursed at the replacement cost
and services wil be reimbursed as a direct charge, service charge or allocation as applicable
puruat to the Intercompany Admstrative Services Agreement (IASA). A copy of the Edison
Electrc Intitute Mutul Aid Agreement is included as Attchment B. A copy of the Western
Region Mutu Assistace Agreement is included as Atthment C. The Company includes
Attchments B and C to provide the Commssion with additional information regarding the terms
and conditions of the Agreement.
The Agreement serves the public interest by adding an option for responding to
emergencies when the Company needs resources from externl sources. PacifiCorp intends to
continue its practice of relying on utilties nearest the event trggerig the need for assistace.
However, there may be situtions in which it would be reasonable to rely on one or more of the
Paries. The Company anticipates the need to rely on the Agreement to be rare and does not have
estimates on anua spendig under the Agreement at ths time. PacifiCorp only intends to
provide assistace under the Agreement to the extent doing so will only involve surlus
resources and wil not impair operations.
Please do not hesitate to contact me if you have any questions.
Sincerely,7t~$.~
Mark C. Moench
Senior Vice President
and General Counel
Enclosures
i The Commission approved the IASA as par ofits approval ofMEHC's acquisition ofPacifiCorp.
In The Matter of the Joint Application ofMidAerican Energy Holdigs Company (MHC) And PacifiCorp dba
Uta Power & Light Company for an Order Authorizing MEHC to Acquire PacifiCorp, Docket No. PAC-E-05-8
Issued 02/13/2006
Attachment A
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INTERCOMPANY MUTUAL ASSISTANCE AGREEMENT
BY AND BElEEN ntE RATE"REGULATED SUBSIDIARIES OF
UIDAMERICAN ENERGY HOLDINGS COMPANY
This Intercpay Mutual Assistce Agreement ("Agremenl is entered into by and between the mte.
regulated public utilty subsidias of MidAmerica Energ Holdings Copany ("Company" (each a "Par
and together th "Partiej.
WHEREAS, each of the Pares provides public utilty servce subject to the oversight of regulator
authorities, such as a stte public utilty commission and/or the Federal Energy Regulatory Commission
('fERCIt):
WHEREAS, a Part may from time to time require mutal aid or asistance from anoter Pary, which may
involve the prosion of goo. servces and/or specialized resurces for temporary emergncy purpes,
or the emergency intrchange of equipment or gos by one Part to the other, as log as provided without
detriment to the proidin Pary's public utilit obliga1ion ("mutual asistance"); and
WHEREAS, as rate-regulate public utilties, the Parties have obligations to proide reasnably adequate
public utilit service, and frm time to time may be able to assist one another In providing mutual
asistance; and
WHEREAS, the Partes ar some of the signatories of the Intercpay Adminisative Services
Agreement ("tSA") by and between Company and it Subsidiaries, which peit th sharing of
professional, technical and other specialized resources and wish to enter into an agreement that wil allo
mutual assistance on similar lerms; and
WHEREAS, in order to minimize àny potntil for cr-subsidiztion or affliate abuse and ensure
appropriate oversght partcipaion under this Agreement is limited to Rate-Regulated Subsidiaries of the
Company.
Nowi THEREFORE, in cosideration of the premises and mutual agreements set forth herein, the Part
agree as follows:
'.
ARTICLE 1. PROVISION OF MUTUAL ASiSTANCE
Upon and subject to the tenns of this Agreement, one Part ("Providing Part may provie mutual
assistace to anotr Pary ("Recipien Part.
Availabilit and.provision of mutual assistce shal be governed by an applicable mutual aid agreement,
which may be the Edison Electic Institute Mutua Aid Agreement, the Western Region Mutual Assce
Agreement. or such other agreement as may be cuomarily usd in the region where the mutal
assistnce is to be provided, except for reimbursemen of costs, which shall be governed by Artcle 4 of this
Agrement.
The Partes regnize that there may be several phases of mutl assistance activity, including pre-
notffcation of a potential need for asistance, a requet for information related to the costs and availabilit
of mutal assisnce, and acal mobilization. Only actual mobilzation is considered the provision of mutual
assistance,
ARTICLE 2. DEFINITONS
For purpses of this Agreement, these term shall be defind as follows:
(a) "Lawsn shall mean any law, sttute, rule, regulation or ordinance of any goernmental authority,
which may be witut limitat a federal agency, a state or a governmentl subdiviion.
(b) "Rate.Regulated Subsidiary shall mean a subsidiar of the Company ("subsidiary) that is
regulated by øne or more State Commissions and/or FERC, in the subsidiarys capacity of
providing regulated public utilit servic.
(c) "State Commissions" shall mea any ste public utilit commission or state public service
commission wi utilty regulatory jurisdiction over a Rate.Regulated Subsidiary.
ARTICLE 3. EFFECTVE DATE
This Agreement shall be effeciv as of the dat of executon; provided, however, tht in those jurisdictions
in which regulatory approvl is required befor the Agreement becomes effecive, the effective date shl
be as of the date of such approval.
ARTICLE 4. CHARGES AND PAYMEN
The Parties reconize that charges for mutual assistce wil begin when a request for mobilzation of
assistance is submited to the ProIding Part by the Recipient Par. Co asociated wit pre-otiftion
of a potential need or gathering of inforation asociated with a request for mutual assistance wil no be
charged to the Recipient Part.
Providing Partes shall bill Recipient Partes, as approrite. for mutual assistance rendered under this
Agreement in as spc a manner as praicable,
Payments for mutual assistance shall be governed by an applicable mutual aid agrement. which may be the
Edison Electric Instute Mutua Aid Agrement. the Wesern Region Mutual Assistnce Agreement, or suc
other agreement as may be customarily used in the region where the mutal assistace is to be provided.
In the event 1hat the mutual asistnc consists only of the intercange of a goo in an emergncy
circumstnce, the Recipient Part shaU reimburse the Providing Par the replacement cos of the
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transferred go. Any asated services shall be reimbursd by the Recipient Part as a direct che,
servic charge or allocation as applicable pursuant to the IASA.
ARTICLE 5. STANDARD OF CARE.
The Pars shall comply wit all applicable Laws regarding affliate interest transactions, including timely
iiling of regulatory filings and reports, The Paries agree not to cross-subsidize and shall comply with all
applicabe Las and orders issued by State Comissons or FERC.Subject to the terms of this
Agreement. the Parties shall perform their obligations hereunder in a commercially reonable manner.
ARTICLE 6. TAXES
Each Part shl bear all taxes, duties and oUr simila charges, excet taes baed upon its gross incoe
(and any related interest and penalties), imposd as a resu~ of it recipt of mutal assistance under this
Agreement, including without limitation sales, use and vaueddd taes.
ARICLE 7. ACCOUNTNG AND AUDmNG
Providing Parties shall maintain such books and records as are necssary to support the charges for
mutual assistance, in sufcient detl as may be necess to enable the Parties to satisfy appUcable
regulatry requiremen ("Records"). All Parties:
(a) Shall proVide accss to the Records at all reasonle times;
(b) Shall maintain the Recos in accordanc with goo record management practices and with at leas
the same degree of completeness, accrac and cae as it maintains for it own rerds; and
(c) Shall maintain its own accunting record, separate from the other Paries' acunting recos.
Subject to the provisions of this Agreement, Record suppng mutual assisnce bilings shall be
available for inspection and copyilg by any qualifed repres or agent of a Part, at the expense of
the inquiring Part. In addition, FERC or Stte Commissions st or agents may audit the accuntng
reord of Providing Partes 1hat form the basis ior charges to Rate-Regulated Subsidiaries. All Partes
agree to corate fully wtth such audits.
ARTICLE 8. COPERATION WITH OTHERS
The Paries shall use good falthefforts to cooperae wit each other in all matters related to the provision
and receipt of mutual assistace. Such good tanh coperation wil include providing electronic accss in th
same manner as provided other vendors and contracors to syems used in connection wit mutual
assice and using commercally reasable effor to obtn all consents, licnss, sublicenses or
approvals nece to permit each Part to peorm Its obligations.
Each Part shall make available to another Part any jnformati required or reasonably requested by the
Part relate to th proision of mutual assistanc. and shall be responsibe for timely provision of said
information and for the accrac and completeness of the informatin; provided, however, that a Part shall
not be liale for not providing any information th is subject to a confidentiality obligation or a reulator
obUgation not to disclose or be a conduit of information owed by it to a person or regulatory body other
than the other Par.
The Partie shall coerate with each oter in making such information available as needed In the event of
any and all intemal or external audits. State Commissions or FERC regulatory proceedings, legal actions,
or dispute reoluton.
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Each Par shal fully coperate and cordinate wit eaCh othets employes and cotraors in the
penormance or proision of mutual assistance. The Parties shll not comit or permit any act that will
inteere with the peiformance or receipt of mutual asiste by any Part1s emploees or contractors.
ARTICLE 9. COMPUANCE WIT AL LAWS
Each Party shall be responsible for (a) it compliance with all Laws afectig us business, including, but not
limited to, laws and governmental regulations governin federal an stte affilate trnsactons, workersl
oopensation, health, safety and secunt; (b) any use it may make of the mutua asisce to assist it in
caplyi wit such laws and governmenta regulatins; and (c) compliance wit FERC's S1andards of
Conduct, Market-Based Rate Affilate Restrictions, and any comprae restrctons impoed by FERC or
State Commissions.
ARTICLE 10. LIMITATION OF UABIUTY
Notwitstnding any ot proision of this Agreement and except for (a) rights provided under Artcle 11 in
canection with Third-Pa Claims; (b) direct or actual daages as a result of a bJeach of this Agreement;
and (c) liabilty caused by a Parts negligence or willful misconduct no Part, nor its respectve directors,
offcers, employe and agnt, wil have any liablit to any other Part, nor its respctive directrs,
offcers, emplees and agent, whether based on contract, warty, tort, stct liabilit or any other theory,
for any indire, incidental, cosequential or specal damages, and no Part, as a result of providing mutual
assisan pursnt to this Agreement, shal be liale to any oter Part tor mOJe than the cot of the
mutal asistance relte to the clim or damages.
ARTICLE 11. INDEMNIFICAnON
Each of the Paries will indemnif, defend and hold hamless eac oter Part, members of its Board of
Directors, officers, employees and agent against and from any Third-Part Claims resulting from any
negligence or wiltlul misduct of a Partls employees, agents, represetatives or subctractors of any
tier, their employees, agent or representatives in the penornce or nonperformance of its obligations
undr this Agreement or in an way related to this Agreement. If a Third-Par Claim arising out of or in
oonnectonwith this Agreement resuHs from the negligence of multiple Parts, including their employees,
agent, suppliers and subntractors, each Pary wil bear liabilit with reec to th Third-Par Claim in
propoio to it own negligence.
ARTICLE 12. DISPUT RELUTON
The Parties shall prompt resolve any conflicts arising under this Agreement and such resolution shall be
final. If aplicabl, adjustments to the charges wil be made as reuired to reflect th discovery of errors or
omissions in the chares. If the Partes are unable to ree any serve, performance or budget issues or
if there is a materil breach of this Agreement that has not been correced within ninety (90) days,
representaties of the affecd Parties wil meet promptly to review and relve those issues in gOO faith.
ARTICLE 13. TERNATIN FOR CONVENIENCE
A 'Party may terminate its paricipation in this Agreement elUer with respect to all, or part, of the mutual
assistance provided hereunder at any time and from time 10 time, for an reason or no reasn, by giving
notce of termination to the oter part as soon as reasonably possible.
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ARTICLE 14. CONFIDENAL INFORMTIONlONDlSlOSURE
To the fullest extent allowed by law, the provision of mutual assistce or reimbursment for mutual
assistnce provided pursuant to this Agreement shall not operate to impair or waiv any privilege available
to any Part in conecion wit the mutual asistace, Its provision or reimbursement threof.
The Parts shall handle all Information exchanged in the cours of perfonning mutal assistce in
accrdance with requirements for documenting and handling critic infrastructre infonnation as defined by
the North American Eléetc Reliabilit Corpration Critical Infrastructre Protection Stndards and wil
furter comply wit no-disclure requirements of otr applicae regulations.
The Pares shall use good faith effrt at the termination or expiraion of this Agreement to ensure that any
user accss an passwrds related to this Agreement ar tenninated.
ARTICLE 15. PERITED DISLOSURE
Notitstding provisions of this Agrement to the contrary, each Par may disclos confidential
information:
(a) To the extent require by Slate Commissions, FERC, a court of competent jurisdicion or other
governmental authority or otherwise as required by Lawsj including without Umitaon disclosure
obligatios impos under federal securi laws, provided that such Par has given the oter
Par prir notic of such requirement when legally permissible to permit the other Part to take
such legal action to prevent the disclosure as it deems reasonle, appropriate or necess or
(b) On a "need-to-know" ba under an obligation of confidentialit to its cosultnts, legal consel,
affliates, accountants, banks and other financing sourcs and their advisors.
ARTICLE 16. SUBCONrACTOR
To the extent provided herein, the Pares shall be fully responsible for the act or omissions of any
subcontractor of any tier and of all persons employed by such subcoractors and shall maintin complete
contro over all such subtrctors, it being understood and agree that anything not cotained herein
shall not be deemed to create any contrctual relation between the subcntraor of any tier and thPame~ .
ARTICLE 17. NONWAWER
The faDur of a Part to insist upo or enforce stict performancè of any of the term of this Agreement or to
exercise any right herein shall not be constd as a waivr or relinquishment to any extent of its right to
enforce such terms or rights on any future occaion.
ARTICLE 18. SEVERABILITY
Any provision of this Agreent prohibited or rendered unenforceable by operaton of law shall be
ineffeciv only to the extnt of such prohibitio or unenforceablit without invalidating the remaining
provisions of this Agreement.
ARTlCLE 19. EtrRE AGREEMENTIDMEN INCORPORATED BY REFERECE
All understandings, representtions, warranties. agreements and refereced attments, if any, existng
between the Paries regrding the subjec mater hereof are merged into this Agreement, which fully and
completely express the agrement of the Parts wit respe to the subjec matter hereo.
This Agreement has been duly executed on behalf of the Parts as follows:
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~-- - - -- - - - KERN RIVER GAS-TRANSMlSSION-COMPAN-- MIDAMERICAN ENE
By:
THle:
By:
Title: .-it?.t C~t.¡+r~ 1I ~¡
Name: :rm SIJ~J(e..:tk,Name:
Date:Date: r;b..v.11 vJ /5, 'J0ll
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NORTHERN NATURAL GAS COMPANY
By:
Tille:
PACIRP ~
By 1J K~
Tit: 5V p g- C fO
Name: DQiii¡lps K, St\AIff.C
Date: ~ / 1,.1, \
Name:
Date:
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KERN RIVER GAS TRANSMISSION COMPANY
By::tIU1. 'f1dM&.
Tille: kon1xv/ler
Name: ~\
Date: &.kriJfI~j 15; 'Joll
PACIFlCoAP
By:
Title:
Name:
NO ERN NATURAL GAS COMPANY&r#
llUe: yP. firrl
Name: :J! Lil.~2~lu Naine:
Date:
Page 6
-------_. - - -----_. - ---- --_._-~ ~- ~ --------------- -- --------- --- --- . ..._.- ~-_. ...
KERN RIVER GAS TRANSMISSION COMPANY
By:
Title:
Name:
Date:
NORTHERN NATURAL GAS COMPANY
By:
Ttle:
Name:
Date:
By:
Titie:-,if? f¡
Name: ..rY
Date: ¡:k1'1JtJ Vj
SA ~ J(t;te:,
I 51 po II
PACIFICORP
By:
TItle:
Name:
Date:
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KERN RlV.ERGAS TfW$MI$$JÒN CQMl'ANY
By: .
Tit:
Name:
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"'~FtRN NATUAlL GAS COMPANY..... d/gßy..~~..
Tit: . yP - fbcc.
Name: . =c L ... . L.ilo~2/z,w
By:
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Nae: . ~in S'pe Já:.te-. .f
Dae: F;£l"iJflYj J ~/ ,~n Ii
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By:
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Namê:.
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Attachment B
MidAerican
ENERGY
OBSESSIELY. RlltoTU::SSLY ATYØSIlIIE.
MidAl'can Energy
3500 104th Stre01
P.O. Box 657
Des Moíiis, Iowa 50313-657
February 27, 2007
Omaha Public Power District
Tom Laren
444 S. 16th Stree Mall
Omaha, NE 68102
Dear Mr: Lasen:
Based on MidAmerican Energy Company's ("MidAmerican") request for assistance,
Omaha Public Power Distrct has executed an Edison Electric Institute Mutual Assistace
Agreement and agreed to provide MidAerican with assistance in the form of personnel
and equipment to aid in restoring and/or maintaining electc utilty service.
MidAmencan hereby agrees to adhere to the terms and conditions of the Edison Electric
Institute Mutual Assistance Ageement and the associated principles in effect at the time
the mutual aid is provided as if the same were incorporated by reference in this
agreement.
Ver trYY~"" -;/VFt-.JOhn~rl.
Vice President, Distribution Operations
MidAmerica Energy Company
Edison ElectrÎc Institute
Mutual Assistance Agreement
Edison Electric Institute ("imn member. companies have esuiblishcd an
implemented an effective system whereby member companies may receive and provide
assistance in the fomi of personnel und equipment to aid in restoring and/or maintaining
electric utilty service when such service has been disrupted by acts of tile elemcn~.
equipment m.l1functions, accidents, sabotage, or any otber occurrence for which
emergency assisiance is deemed to be necessary or advisable (\'Emergency Assistance").
This Mutual As..',¡stimce Agrccmcni ~cts forth the ICrm ,mel condiiions. to wlüch the
undersigned EEl member company ("Participating Company") agrCL'S to be bóund on all
occasions that it requests and receives ("Requesting Company't) or provides
("Respouding Companyn) Emergency Assistance from or to another l)aiiicipating
Company who Ims also signed the EEl Mutual Assistance Agrcerncl1t: provided,
however., that if a RC(,juesling Com~my iind one or more Responding Companies arc
pSl1ieii to anotbermutmil assistance agrement at the time pfthe Emergency AssiSÙnce is
requested, such other mutual assis.tance ngreement shall govern the Emergency
Assistance tlffong those Particip.iting Companies.
In consideration of the foregoing, the Participating Company hereby agrees as
follows:
(i) \\'hen providing Emergency Assistant( to or receiving Emergency Assistance
from another I)articipating Company, the Piilticipatil1g Company wil adhere to the
wriuen principles developed by EEl ineinbers to govern Emergency Assistance
armngements among member companies ("EEl PiincipJes"), that are iii effect as of the
date of a specifc request for Ilmcrgcnc)' Assistance, unlc&'S otherwise agred to in writing
by e~H;h Participêlting Company.
(2) With respect to each Emergency Assistance event, Requesting Companies asrce
that they wil reimburse Responding Companies tor all costs and expenses incurred by
Responding Compl1lics in providing Emergency Assistunce us provided under the EEl
Principles, unless otherwise abirecd to in wrting by each Participating Company;
provided. however. that Responding Companies 1111J'i maintain auditable records in a
manner consistent with the EElPrinciples.
(3) During each Emergency Assistance event. the conduct.of the RequcMting
Com¡ianiesaüdthe Responding Companies shall be súbjectltl lheHabilìtyand
indcmnifci:iitm provisions set jurth ìl1lhe EEIPril1ciplcs.
(4) A Participating Company may withdra\.. from this Agrccmcni at any time. In
such an event, the company should provide written notice 10 E.Els Director of Security of
Trans.mission and Disti'jbutioii Operations,
(5) EEl's I)jrector of Security of Transmission and Distribution Operations shull
m(lÌrttain a list of c¡\ch Participating Company which shull be post cd on the RestorePower
wcb site nt www.rcstorepowcr.:Oln. However, a Participating Company may request a
copy of the signed Mutual As.sistance Agreement of another Participating Company prior
to providing or receiving Emergency Assistance.
Signature
Oflic(.'f Name: ;.E It. J;;i+¡.~¿'N
Title: VIU f1..~d;;¡;;W rDate: ;i/:i ~ 7 .I
EDISON ELECTRIC
INSTITUTE RESTORE....
SUGGESTED GOVERNING PRINCIPLES COVERING
EMERGENCY ASSISTANCE ARRANGEMENTS
BETWEEN EDISON ELECTRIC INSTITUTE MEMBER COMPANIES
Electric companies have occasion to carl upon other companies for emergency assistance in the
form of personnel or equipment to aid in maintaining or restoring electnc utility service when
such service has been dÍSrupted by acts of the elements, equipment malfunctions. accidênls,
sabotage or any other occurrences Where the parties deem emergency assistance to be
necèssary or advisable. While it is acknowledged that a company is not under any obligation to
furnish such emergency assistance, axpenence indicates that companies are willng to furnish
such asSîS'tanc9 when personnél or equipment are available.
In the a f a continuing formal contract betwen a company requesting emergency
assistan questing Company") and a company wiling to furnish such assistance
("Responding Company"), the following principles ate suggested as the basis for a contract
governing emergency assistnce to be established at the time such assistance is requested:
1. , The emergency assistance period shall commence when personnel and/or equipment
expenses are initially Incurred by th Responding Company in response to the
Requesting Company's needs. (This would include any request for the Responding
Company to prepare its employees andlor eaurpment for trarsporl to the Requesting
Company's location but to await further instructions before departing). The emergency
assistance period shall terminate when such employees and/or equipment have retuned
to the Responding Company, and shall inlude any mandated DOT rest time resultng
from the assistnce provided and reasonable time required to prepare thê equipment for
return to normal actMtìes (e.g. cleaning off frucks, restocking minor materials, etc.).
2. To the extent possible. the companies should reach a mutual understanding çind
agreement in advance on the anticpated length - in general - of the emergency
assistance period. For extended assistance periods, the companies should agree on the
precess tor replacing or providing extra rest for the Responding Company's employees.
It is understood and agreed that If; In the Responding Company's judgment such action
becomes necessary the decsion to terminate the assistance and recall employees,
contr-i:ctors, end equipment lies solely vnth the Responding Company. The Requesting
Company wi! take the necessary action to return such employees, contractors, and
equipmnt promptly.
3. Employees of Responding Company shall at all times during 1M emergency assistance
period continue to be employees of Responding Company and shall not be deemed
employees of Requesting Company for any purpose. Responding Company shall be .an
independent Coo tractor of Requesting Company and wages, hours and other terms and
conditions of employmnt of Responding Company shall remain applicable to its
employees during the emergency assistance period.
4. Responding Company shall make available at least one supervisor in addition to crew
foremen. All instruclions for work 10 be done by Responding Company's crews shall be
given by Requesting Company to Responding Company's supervisor(s); or. when
ItllII.iIt:B BDISON ELECTRIC
L'lSTITUTE RESTORE
Responding Company's crews are to work in widely separate areas, to such of
Responding Company's foremen as may be designated for the purpose by Responding
Company'ssupervi50r( 5),
5. Unless otherwe agreed by the companies, Requesting Company shall be responsible
for supplying andtor coorcUnating support functions such as lodging. meals, materials,
etc. As an exception to this, the Responding Company shall normally be responsible for
arranging lodging and meals en route to the Receivng Company and for Ihe return trip
hóme. The oost for these In transit expenses wil be covered by the requesting
company.
6. Responding Company's safety rules shatl apply to all work done by their employees.
Unless mutually agreed otheiwse, the Requesting Company's switching and tagging
rules should be followed to ensure consistent and safe operatin. Any questions or
concerns arjsing about any safety rules and/or procedures should be brought 10 the
proper level of management for prompt resolution between management of the
Requesting and Responding Companies.
7. All time sheets and work records pertining to Responding Company's employees
furnlshing emergency assistance shall be kept by Responding Company.
8. Requesling Company shall indicate to Responding Company the type and size of trucks
and other equipment desired as well as the number of job function of employees
requested but the extent to which Responding Company makes available such
equipmént and employees shall be at Responding Company's soJe discretion,
9. Requesting Company shall reimburse Responding Company for all costs and expenses
incurred by Responding Company as a result of furnishing emergency assistance.
Responding Company shalf furnish documentation of expenses to Requesting
Company. Such costs and expenses shall include, but not be limited to, the following:
a. Employees' wages and salaries for paid time spent in Requesting Company's
service area and paid lime during travel to and from such service area, plus
Responding Company's standard payable additives to cover all employee
benefis and allowances for vacation. sick leave and holiday pay and I and
retirement benefits. all payroll taxes, workmen's compensation, ampl
liabiliy insurance and other contingencies and benefits imposed by applicable
law or regulation.
b. Employee travel and living expenses (meals. lodging and reasonable
incidentals).
c, Replacement cost of materiais and supplies expended or furnished.
d. Repair or replacement cost of equipment damaged or lost.
Charges. at rates internally used by Responding Company, for the use of
transportation equipment and other equipment requested.
EDISON ELECTRIC
INSTITUTE RESTORE
WÚffA""Qa"W,W",*_"",,
f. Administrative and general costs, which are properly altocable to the emergency
assistance to the elCent such costs, are not chargeable pursuant to the foregoing
subsecUons.
10. Requestlng Company shall pay all costs and expenses of Respnding Company within
sixty days after receiving an inl/aioe therefor.
Requesting Company shall indemnify, hold harmless and defend the Responding
Company from and against any and all Iiabífity for loss. damae, cost or expense which
Responding Company may incur by reason at bodily injury. including death, to any
person or persons or by reason of damage to or destruction of any property i inciuding
the loss of use thereof, which result from furnishing emergency assisnce and whether
or not due in whole or in part to any act, omission, or negligence of Responing
Company except to the extent that such death or injury to person, or damage to
propert, is caused by the willful or wanton misconduct and I or gross negligence ot the
Respondfng Company. Where payments are made by the Responding Company under
a workmen's compensation Of disabilty benefits law or any similar law for bodily injury or
d~itth resultng from furnishing emergency assistance, Requesting Company shall
reimburse the Responding Company for such payments. except to the extent that such
boily injury or death is caused by the wílful or wan Ion misconduct and I or gross
negligence oftha Responding Company..
In the event any claim or demand is made or suìt or action is fied against Responding
Company alleging liabilit far which Requesting Company shall indemniy and hold
harmless R.esponding Company under paragraph (11) above, Responding Company
shall promptly notify Requesting Company thereof, and Requesting Company, at its sole
cost and expense. shall settle, compromise or defend the same in such manner as it in
its sole dicretion deems necessary or pruent. Responding Company shall cooperate
with Requesting Company's reasonable efforts 10 investigate, defend and settle the
claim or lawsuit.
13 anies should consider the release of contractors during restoration
aetivme affected company shall supply the requesting companies with contact
information of the contactois (this may be simply supplying the contractors name). The
contractors wilT negotiate dir~clly with requesting companies.
Last update September 2005
'" Section 11 and 12 updated
Attachment C
WESTERN REGION
MUTUAL ASSISTANCE AGREEMENT
For
ELECTRIC AND NATURAL GAS UTILITIES
Effective: 11/ 14/2003
SECTION
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
9.0
10.0
11.0
12.0
13.0
14.0
15.0
16.0
17.0
Attachment A
Attachment B
Attachment C
Attachment C-l
Attachment D
Attachment E
Attachment F
TABLE OF CONTENTS
TITLE PAGE
DEFINITIONS................... ..... ............. ........... ............................ 3
PARTIES ................................................................................... 4
RECITALS ................................................................................. 4
SCOPE OF ASSISTANCE ........................................................... 5
PAyMENT.................................................................................. 8
AUDIT AND ARBITRATION .......................... ..... ..... ..... ............... 9
TERM AND TERMINATION ........................................................ 10
LIABILITY.................................................................................. 10
GOVERNING LAW ..................................................................... 11
AUTHORIZED REPRESENTATIVES ...........................................12
CUSTODIAN OF AGREEMENT...................................................12
ASSIGNMENT OF AGREEMENT ................................................12
WAIVERS OF AGREEMENT.......................................................12
ENTIRE AGREEMENT .............. ... ................. ... .......... ........... ..... 12
AMENDMENT............................................................................12
NOTICES...................................................................................13
ATTACHMENTS......................................................................... 13
SIGNATURE CLAUSE ................................................................ 14
PARTIES TO THE AGREEMENT................................................. A-I
AUTHORIZED REPRESENTATIVES ........................................... B-1
ACTIVATION OF WESTERN REGION AGREEMENT ................... C-L
PROCEDURES FOR REQUESTING AND PROVIDING ASSISTANCE
SAMPLE WRITTEN REQUEST FOR ASSISTANCE ...................... CL-L
DEACTIVATION UNDER WESTERN REGION AGREEMENT ...... D-l
CUSTODIANSHIP OF AGREEMENT ............... ........................... E-l
SUPPLEMENTAL INVOICE INFORMATION................................. F-l
Western Region Mutual Assistace Agreement Page 2 of 14 Last Updated: October 2003
WESTERN REION MUTUAL ASSISTANCE AGREEMENT (Electric and Natural Gas)
DEFINITIONS
The following are definitions of terms as used in this agreement:
Activation: The initiation of the Assistance and adminstrative process of the
agreement including: request for Assistance, assessing and communicatig the scope
of assistance request, assessing and communicating the resources avaiable for
Assistance, activation procedures, mutual assistance coordination, and other
processes and procedures supportg the Mobilization of Assistace resources.
Deactivation: The termination of the Assistance and administrative process including:
notication of Deactivation, Demobilization planning, identication of applicable costs,
processes and procedures supportng Demobilization of resources, provide for billig,
audit, critique information, and closure of the Assistace.
Demobilization: The actual returning of all Assistance resources to the Assisting
Party's normal base.
Emergency: A sudden unplanned disruption of essential systems and infrastructure
creating a potential for public safety, severe economic loss, or other socio-economic
hardships resulting from the loss of the utility servce. The emergency may be confined
to the utility infrastrcture or may include community-wide damage and emergency
response. Emergencies may be natural disasters or human caused events.
Mobilization: The actual collecting, assigning, preparng and transportig of all
Assistance resources.
Mutual Assistance Coordinator: The person(s) designated by the Requesting Party,
and Assisting Party, to coordinate all administrative requirements of the Agreement.
Natural Gas: Term gas or natural gas referred to in this document include all
commercially available forms of natural gas including Synthetic Natural Gas.
Operations Liaison: The person or persons designated by the Requesting Par to
provide direct contact, communications and coordination at the operations level for
Assisting crews and resources at the location of the assistance. This may include but
is not limited to: contact and communications for assisting crews, safety information
processes and procedures, ensuring coordination of lodging and meals, addressing
issues of equipment requirements, materials requirements, and other logistical issues
necessar to ensure safe effective working conditions.
Qualified: The traiing, education and experience of employees completing an
apprenticeship or other industr / trade traiing requirements consistent with Federal
Bureau of Apprenticeships and Traiing, Department of Transportation Pipeline Safety
Regulations, or other recognized training authority or regulation. Training and
qualification standards var by state or province and are the responsibility of the
Requesting Part to evaluate, in advance, the acceptable level of qualification for trade
employees (i.e. lineman, electrcian, fitter, etc.).
Work Stoppages: Any labor disputes, labor union disagreements, strikes, or any
circumstance creating a shortage of qualified labor for a company during a non-
emergency situation.
Western Region Mutual Assistance Agreement Page 3 of14 Last Updated: October 2003
WESTERN REION MUTUAL ASSISTANCE AGREEMENT (Electric and Naturl Gas)
1.0 PARTIES
1.1. This Mutual Assistace Agreement (hereinafter referred to as
"Agreement") is made and entered into effective November 14,2003. The
Parties to this Agreement are listed in Attachment A of ths document.
Each of the pares that have executed this Agreement may hereinafter be
referred to individually as "Par and collectively as "Pares."
1.2. Being a Par to this Agreement does not by itself assure any Par that
Assistance will be provided if, when, or as requested. Each Party reserves
the sole right to respond or not to respond to requests for Assistance on a
case-by-case basis. By signng this Agreement, each Party thereby agrees
that any Assistance, which is received or given upon the request of a
Par to this Agreement, shall be subject to each and every one of the
terms and conditions of this Agreement.
2.0 RECITALS
This Agreement is made with reference to the following facts, among others:
2.1. Whereas, the Parties own operate and maitan utiity facilities and are
engaged in the production, acquisition, transmission, and/ or distrbution
of electrcity or natural gas, and
2.2. Whereas, each of the Pares operates and maintais their respective
facilities within accepted industr practices and employs skilled and
qualified personnel to operate, repair and maitain such facilities
according to such industr practices, and
2.3. Whereas, it is in the mutual interest of the Pares to be prepared to
provide for emergency repair and restoration to such servces, systems
and facilities on a reciprocal basis. The purpose of this Agreement is to
provide the procedures under which one Par may request and receive
assistace from another Party. This Agreement is also designed to alow a
new Party to join in the Agreement by signg a copy of this Agreement
and the giving of notice to the existing Parties pursuant to Section 6.3 of
this Agreement, and
2.4. Whereas, assistance requests for Work Stoppages arebeyond the scope
of this Agreement.
2.5. Whereas, for purposes of this Agreement, "Assistance" shall be defined
as: All preparation and arangements by the Assistig Party for
Activation, Mobilization, Deactivation and Demobilization, of personnel,
material, vehicles, equipment, supplies and/ or tools or any other
requested form of aid or assistance, startig at the time of the
authorition by the Requestig Par, as set fort in this Agreement.
Western Region Mutual Assistance Agreement Page 4 of 14 Last Updated: October 2003
THEREFORE THE PARTIES HEREBY AGREE AS FOLLOWS:
3.0 SCOPÈ OF ASSISTANCE
3.1. In the event of an Emergency affecting the generation, transmission,
distribution, services, and/ or related facilities owned or controlled by a
Party, such Party ("Requesting Party) may request another Par or
Parties ("Assisting Part"to provide Assistance. The Assistig Par shal,
in its sole discretion, determine if it shall provide such Assistace,
including the extent and limitations of that Assistance. If the Assisting
Par determines to provide Assistace, such Assistace shal be provided
in accordance with the terms and conditions of this Agreement.
3.2. Requests for Assistace may be made either verbally or in wrtig by
the Authoried Representative, as defined in Section 9 and identified in
Attachment B, of the Requesting Party and shall be directed to theAuthorized Representative of the Assisting Par. Upon acceptace of a
request for Assistance, either verbally or in writing, the Assistig Party
shall respond with reasonable dispatch to the request in accordance with
information and instrctions supplied by the Requesting Party. All
requests for Assistance shall follow the procedures described by Section
3.0 and in Attachment C.
3.3. The Requesting Party shal provide the Assisting Party with a
description of the work needed to address the emergency, with the most
urgent needs for Assistace addressed first. The Assisting Par shall use
its reasonable efforts to schedule the Assistance in accordance with the
Requesting Party's request. However, the Assisting Party reserves the
right to recall any and al personnel, material, equipment, supplies,
and/ or tools at any time that the Assisting Par determines necessary for
its own operations. Any Requesting Party for whom an Operator
Qualifcation (OQ) Program is required should pre-screen the other
Parties to this Agreement to determine which Pares have compatible
regulatory agency accepted programs and may therefore be contacted for
assistance.
3.4. The Requesting Party wil provide the name and contact information for
the person(s) designated as the Mutual Assistance Coordinator(s), the
Operations Liaison(s), and person(s) to be designated as supervsory
personnel to accompany the Crews and equipment. The Assisting Par
will provide the name(s) and contact information for the person(s)
designated to be the Mutual Assistace Coordinator(s).
3.5. All costs associated with the furnishing of Assistance shall be the
responsibility of the Requesting Party and deemed to have commenced
when the Requesting Party officially authories the Assisting Par to
proceed with Mobilization of the personnel and equipment necessar to
furnish Assistace, and shall be deemed to have terminated wh,en the
transportation of Assisting Party personnel and equipment returns to the
work headquarers, individual district offce, or home (to which such
personnel are assigned for personnel returning at other than regular
working hours) and Demobilization is completed.
Western Region Mutual Assistace Agrement Page 5 of 14 Last Updated: October 2003
3.6. For the purposes of this Agreement, a Requestig Par shal be
deemed to have authoried the Assistig Par to proceed with
Mobilization when the Requestig Party signs and submits a formal
request to the Assisting Party, in a form substantially similar to that
shown in Attachment C- 1. If wrtten information cannot be furnished, a
verbal confirmation will be acceptable, with a wrtten confiration to
follow within 24 hours.
3.7. The Parties hereto agree that costs arsing out of inquires as to the
avaiability of personnel, material, equipment, supplies and/ or tools or
any other matter made by one party to another prior to the Requestig
Party authoriing the Assisting Party to proceed with Mobilization wil not
be charged to the potentialy Requesting Party.
3.8. The Requesting Party agrees to repayment of "reasonable costs or
expenses," as further described in Section 4.0 of this Agreement, and any
such reasonable costs or expenses shal contiue to be subject to the
provisions of Section 5.0 of ths Agreement regarding Audit and
Arbitration.
3.9. The Assisting Par and Requestig Par shall mutualy agree upon
and make al arangements for the preparation and actual Mobilization of
personnel, material, vehicles, equipment, supplies and/ or tools to the
Requesting Par's work area and the return (i.e. Demobilization) of such
personnel, material, vehicles, equipment, supplies and/ or tools to the
Assistig Party's work area (See Attachments C and D). The Requesting
Par shall be responsible for all reasonable costs and expenses incurred
by the Assistig Par for Mobilization and/ or Demobilization,
notwithstanding any early termination of such assistance by the
Requesting Par.
3.10. Unless otherwse agreed upon, the Requesting Par shall be
responsible for providing food and lodging for the personnel of the
Assisting Party from the tie of their arval at the designated location to
the time of their deparure. The food and housing provided shal be
subject to the approval of the supervsory personnel of the AssistigPar.
3.11. If requested by the Assisting Par, the Requesting Party, at its own
cost, shall make or cause to be made all reasonable repais to the
Assisting Party's vehicles and equipment, necessar to maintain such
equipment safe and operational, whie the equipment is in transit or
being used in providing Assistance. However, the Requesting Par shall
not be liable for cost of repair required by the gross negligence or wiul
acts of the Assisting Par, or if the vehicles or equipment was not issued
by the Assisting Par in safe and operational condition.
3.12. Unless otherwse agreed the Requesting Par shall provide fuels and
other supplies needed for operation of the Assisting Par's vehicles and
equipment being used in providing Assistance.
Western Region Mutual Assistace Agreement Page 6 of 14 Last Updated: October 2003
3.13. Unless otherwse agreed to by the Parties, the Requestig Par shall
provide field communications equipment and instrctions for the
Assistig Par's use. The Assisting Par shal exercise due care in use of
the equipment and return the equipment to the Requesting Par at the
time of deparure in like condition, provided that if repais are necessar
the Requesting Par wi be financialy responsible unless such repairs
are necessitated by the gross neglgence or wilfl acts of the Assisting
Party.
3.14. Employees of the Assisting Par shall at al times contiue to be
employees of the Assistig Pary, and such employees shall at no time
and for no purpose be deemed to be employees of the Requestig Party.
3.15. Wages, hours and other terms and conditions of employment
applicable to personnel provided by the Assisting Par, shal contiue to
be those of the Assisting Par.
3.16. If the Assisting Party provides a crew or crews, it shal assign
supervsory personnel as deemed necessar by the Assisting Par, who
shal be directly in charge of the crew or crews providing Assistace.
3.17. All time sheets, equipment and work records pertaining to personnel,
material, vehicles, equipment, supplies and/or tools provided by the
Assistig Party shal be kept by the Assisting Par for billig and
auditig purposes as provided in this Agreement.
3.18. No Party shall be deemed the employee, agent, representative, partner
or the co-venturer of another Par or the other Pares in the
performance of actiyities undertaken pursuant to ths Agreement.
3.19. The Pares shall, in good faith, attempt to resolve any differences in
work rules and other requirements affectig the performance of the
Pares' obligations pursuant to this Agreement.
3.20. The Requesting par shall provide the Assistig Par with an
Operations Liaison (See Attachment C, A.S) to assist with operations,
personnel and crew safety. This person(s) shall provide the Assisting
Party's crews an operational and safety orientation, pertaining to work
practices and safety requirements of the Requestig Party's system, prior
to Assisting Pary commencing work, and contiue to be the link between
the Pares and keep the crews apprised of safety, operational, and
communication issues.
3.21. The Requesting party shall initiate the Deactivation of Assistance by
notification to the Assistig Par within 24 hours of deactivation schedule
or as soon as is reasonably practicable. Requestig and Assistig Parties
will follow the Procedures for Deactivation of Assistance outlined in
Attachment D.
Wesiem Region Mutual Assislance Agreement Page 7 of 14 Last Updated: October 2003
4.0 PAYMENT
4.1. The Requesting Party shall reimburse the Assisting Par for all
"reasonable costs and expenses" that are appropriate and not excessive,
under the circumstances prevailing at the tie the cost or expense is paid
or incurred by the Assisting Par as a: result of furnshing Assistance.
Such "reasonable costs or expenses" shal include, but not be limited to,
the followig:
a) Employees' wages and salares for paid time spent in Requesting Par's
servce area and paid time durig travel to and from such servce area,
plus the Assisting Party's stadard payroll additives to cover al
employee benefits and alowances for vacation, sick leave, holiday pay,
retirement benefits, all payroll taxes, workers' compensation, employer's
liability insurance, administrative and general expenses, and other
benefits imposed by applicable law, regulation, or contract pursuant to
Section 3.15.
b) Employees' travel and living expenses such as transportation, fuel,
utilities, housing or shelter, food, communications, and reasonable
incidenta expenses directly attributable to the Assistance.
c) Cost of equipment, materials, supplies and tools at daiy or hourly rate
including their normaly applied overhead costs inclusive of taes,
insurance, depreciation, and administrative expenses. Cost to maintai,
fuel, replace or repai equipment, materials, supplies, and tools
(hereinafter collectively referred to as the "Equipment"), which areexpended, used, damaged, or stolen whie the Equipment is being used
in providing Assistance; provided, however, the Requestig Par's
financial obligation under this Section (4.1. c): (i) shall not apply to any
damage or loss resulting from the gross negligence or willful misconduct
of the Assisting Party, and (n) shall only apply in excess of, and not
contrbute with, any valid and collectible property insurance which
applies to such damage or loss.
d) Cost of vehicles provided by Assisting Party for penorming assistance at
daily or hourly rate including normally applied overhead costs inclusive
of taxes, insurance, depreciation, and administrative expenses. Cost to
maintain, fuel, and repair vehicles, or replace vehicles which are
damaged or stolen while the vehicles are used in providing Assistance;
provided, however, that Requesting Party's financial obligation under
this Section (4.1.d):(i) shall not apply to any damage or loss resulting
from the gross negligence or wiful misconduct of the Assisting Party,
and (ii) shall only apply in excess of, and not contribute with, any valid
and collectible first-party physical damage insurance which applies to
such loss.
e) Administrative and general costs, including the costs associated with the
Assisting Par's administrative field coordination personnel, which are
properly allocable to the Assistance to the extent such costs are not
chargeable pursuant to the foregoing subsections.
Western Region Mutual Assistance Agreement Page 8 of 14 Last Updated: October 2003
f) Overtime costs incurred by the Assisting Party in their servce territory
as a direct result of assistace provided to the Requestig Par.
4.2. Unless otherwse mutualy agreed to, the Assistig Par shall bil the
Requestig Par at the address designated on Attachment "B" for all
costs and expenses of the Assistig Party in one invoice with itemization
or supportng documentation of charges. If the assistace extends
beyond a 30-day period, billing can occur monthly unless otherwse
agreed upon.
4.3. The Requesting Par shall pay such bil in full, not withstading the
rights of Audit and Arbitration in Section 5.0, within thirt 30 days of
receipt of the bil, or a remittace period agreed to by both pares; and
shal send payment to the Assisting Party at the address listed in
Attachment "B".
4.4. Deliquent payment of bils shall accrue interest at a rate equal to the
incremental cost of debt replacement for the Assistig Par, not to exceed
the legal rate permitted by the Governing Law (Section 8.0) of Assistig
Party, and as identified at the time of biling, prorated by days, until such
bils are paid. This rate shal be identified on the bil submitted by the .
Assistig Party.
5.0 AUDIT AND ARBITRATION
5.1. A Requesting Par has the right to designate its own qualified
employee representative(s) or its contracted representative(s) with a
management or accounting firm who shall have the right to audit and to
examine any cost, payment, settlement, or supporting documentation
relating to any bil submitted to the Requesting Party pursuant to this
Agreement.
5.2. A request for audit shall not affect the obligation of the Requesting Par
to pay bils as required herein. The Requesting Party or its representative(s)
shall undertake any such audit(s) upon notice to the Assisting Party at
reasonable times and in conformance with generally accepted auditing
stadards (GAAS). The Assisting Party agrees to conform to generally
accepted accountig priciples (GAAP) and to reasonably cooperate with any
such audit(s).
5.3. This right to audit shall extend for a period of two (2) years followig
the receipt by Requesting Par of bilings for all costs and expenses. The
Assisting Par agrees to retai al necessar records/ documentation for
the said two-year period, and the entire lengt of this audit, in
accordance with its normal business procedures.
5.4. The Assisting Par shal be notified by the Requesting Party, in
writing, of any exception taen as a result of the audit. In the event of a
disagreement between the Requesting Party and the Assisting Party over
audit exceptions, the Parties agree to use good faith efforts to resolve their
differences through negotiation.
505. If ninety (90) days or more have passed since the notice of audit
exception was received by the Assistig Par, and the Pares have failed
Western Region Mutual Assistace Agreement Page 9 of 14 Last Updated: October 2003
to resolve their diferences, the Pares agree to submit any unresolved
dispute to binding arbitration before an impartial member of an
unafliated management or accountig firm. Governing Law for
arbitration is pursuant to Section 8 of this Agreement. Each Part to
arbitration will bear its own costs, and the expenses of the arbitrator
shall be shared equally by the Pares to the dispute.
6.0 TERM AND TERMINATION
6.1. This Agreement shall be effective on the date of execution by at least two
of the Parties hereto and shall continue in effect indefinitely, except as
otherwse provided herein. Any Party may withdraw its paricipation at
any time after the effective date with 30 days prior written notice to all
other Parties.
6.2. As of the effective date of any withdrawal, the withdrawing Party shall
have no furter rights or obligations under this Agreement except the
right to collect money owed to such Party, the obligation to pay amounts
due to other Pares, and the rights and obligations pursuant to Section
5.0 and Section 7.0 of ths Agreement.
6.3. Notwthstanding Section 12.0, additional paries may be added to the
Agreement, without amendment of the Agreement, provided that notice is
given to existing signatories who may contest inclusion of new signatorieswithin 30 days of such notice, and that any new signatories agree to be
bound by the terms and conditions of this Agreement by executing a copy
of the same which shall be deemed an original and constitute the same
agreement executed by the existing signatories. The addition or
withdrawal of any par to this Agreement shall not change the status of
the Agreement among the remaining Pares.
7.0 LIABILITY
7.1. Except as otherwse specifically provided by Section 4.1 and Section
7.2 herein, to the extent permitted by law and without restricting the
immunities of any Part, the Requesting Party shal defend, indemnif
and hold harless the Assisting Party, its directors, officers, agents,
employees, successors and assigns from and against any and all liabilty,
damages, losses, clais, demands actions, causes of action, and costs
including reasonable attorneys' fees and expenses, resulting from the
death or injury to any person or damage to any property, which results
from the furnishing of Assistance by the Assisting Par, unless such
death or injury to person, or damage to property, is caused by the gross
negligence or willful misconduct of the Assisting Par.
7.2. Each Party shal bear the total cost of discharging al liabilty arsing
during the performance of Assistance by one Party to the other (including
costs and expenses for attorneys' fees and other costs of defending,
settlig, or otherwse administering clais) which result from workers'
compensation claims or employers' liability claims brought by its own
employees. Each Par agrees to waive, on its own behal, and on behalf
Western Region Mutual Assistance Agremenl Page io of 14 Last Updated: October 2003
of its insurers, any subrogation rights for benefits or compensation paid
to such Par's employees for such clais.
7.3. In the event any claim or demand is made, or suit or action is fied,
against the Assisting Par, alleging liabilty for which the Requesting Party
shall indemnify and hold harmless the Assisting Party, Assisting Party
shall promptly notify the Requestig Par thereof, and the Requesting
Party, at its sole cost and expense, shall settle, compromise or defend the
same in such manner as it, in its sole discretion, deems necessar or
prudent. However, Requesting Party shal consult with Assisting Par
durig the pendency of all such claims or demands, and shal advise
Assisting Par of Requesting Party's intent to settle any such clai or
demand. The par requesting indemnifcation should notify the other
party in wrtig of that request.
7.4. The vehicles or equipment, which the Assisting Party shal provide to the
Requesting Party pursuant to Section 3 above, shall not, to the actual
knowledge of Assisting Par, be provided in unsafe operatig condition, as
represented by manufacturer standards and industr practices. Except as
provided in the immediately preceding sentence, the Assisting Par makes
no representations or warranties as to the condition, suitability for use,
freedom from defect or otherwse of such vehicles or equipment. Requestig
Party shall utilize the vehicles or equipment at its own risk. Requesting
Party shal, at its sole cost and expense, defend, indemni and hold
harmless Assisting Par, its directors, offcers, agents, employees,
successors and assigns, from and against any and all liability, damages,
losses, claims, demands, actions, causes of action, and costs including
reasonable attorneys' fees and expenses, resultig from the death or injury
to any person or damage to any propert, arsing out of the utiization of the
equipment by or for the Requesting Party, or its employees, agents, or
representatives, unless such death, injury, or damage is caused by the gross
negligence or willful misconduct of the Assisting Party.
7.5. No Party shal be liable to another Par for any incidenta, indirect, or
consequential damages, including, but not limited to, under-utiization of
labor and facilities, loss of revenue or anticipated profits, or clais of
customers arising out of supplying electrc or natural gas servce, resultig
from performance or nonperformance of the obligations under ths
Agreement.
7.6. Nothng in Section 7.0, or elsewhere in ths Agreement, shal be
constred to make the Requesting Party liable to the Assisting Par for
any liability for death, injury, or property damage arising out of the
ownership, use, or maintenance of any aircraft or watercraft (over 17 feet
in length) which is supplied by or provided by the Assisting Par. It shall
be the responsibility of the Assistig Party to car liability and hull
insurance on such aircraft and watercraft as it sees fit. Also, durig
periods of operation of aircraft or watercraft (over 17 feet in lengt) in a
situation covered by this Agreement, the Par, which is the owner/lessee
of such aircraft or watercraft, shall use its best efforts to have the other
Western Region Mutual Assistance Agreement Page11of14 Last Updated: October 2003
Parties to this Agreement named as additional insured's on such liabilty
coverage.
8.0 GOVERNING LAW
8.1. All disputes, contests or arbitration of this Agreement, for assistance
provided or requested, shall be interpreted, governed and constred by
the choice of law state or province as specified by the Assisting Party in
Attachment B.
9.0 AUTHORIZED REPRESENTATIVE
9.1. The Parties shall, wìthin 30 days followìng execution of this Agreement,
appoint Authorized Representative and Altemate Authorized
Representative( s), and exchange all such inormation as provided in
Attachment "B". Such information shal be updated by each Party prior to
Januar 1st of each year that this Agreement remains in effect. The
Authorized Representatives or the Alternate Authoried Representatives
shall have the authority to request and commit to the providing of
Assistance.
10.0 CUSTODIANSHIP OF AGREEMENT
10.1. The custodial responsibilities of this Agreement, as outlined in
Attachment E, may be assigned to one of the Parties to this Agreement,
which assignment shall be subject to acceptance by such Party, or may
be assigned to a third party, in either case by vote of the participating
Parties stating within 30 days after the initiation of this Agreement, and
then by January 31st of each year.
11.0 ASSIGNMENT OF AGREEMENT
11.1. No Par may assign this Agreement, or any interest herein, to a third
party, wìthout the written consent of the other Parties.
12.0 WAIVERS OF AGREEMENT
12.1. Faiure of a Party to enforce any provision of this Agreement, or to
require performance by the other Parties of any of the provisions hereof,
shal not be constred to waive such provision, nor to affect the validity
of this Agreement or any part thereof, or the right of such Pares to
thereafter enforce each and every provision.
13.0 ENTIRE AGREEMENT
13.1. This Agreement is the entire agreement between the Parties concerning
the subject matter of the Agreement. It supercedes and takes the place
of all conversations the Pares may have had, or documents the
Western Region Mutual Assistace Agrement Page 12 of14 Last Updated: October2003
Parties may have exchanged, with regard to the subject matter. The
recitals to this agreement are hereby incorporated herein.
14.0 AMENDMENT
14.1. No changes to this Agreement other than the addition of new Pares
shall be effective unless such changes are made by an amendment in
writing, signed by each of the Pares hereto. A new Party may be added
to this Agreement upon the givig of 30 days notice to the existing Parties
and upon the new Pary's signing a copy of this Agreement as in effect
upon the date the new Party agrees to be bound by each and every one of
the Agreement's terms and conditions.
15.0 NOTICES
15.1. All communications between the Pares relatig to the provisions of
this Agreement shall be addressed to the Authoried Representative of
the Parties, or in their absence, to the Alternate Authorized
Representative( s) as identified in Attachment "B". Communications shal
be in writing, and shall be deemed given if made or sent bye-mail with
electronic confirmed delivery, confirmed fax, personal delivery, or
registered or certifed mai postage prepaid. Each Party reserves the right
to change the names of those individuals identified in Attachment "B"
applicable to that Party, and shall notify each of the other Parties of such
change in wrting as described above. Al Parties shall keep the
Custodian of the Agreement informed of the information contaned in
Attachment "B" and reply to all reasonable requests of such association
for information regarding the administration of this Agreement.
16.0 ATTACHMENTS
Attachment "A" (Parties to this Agreement)
Attachment "B" (Names and Addresses of Authorized Representative(s)
/Biling)
Attachment "c" (Activation of Western Regional Mutual Assistace Agreement)
Attachment "C-1" (Sample Written Request for Assistace)
Attachment "D" (Deactivation Under Western Regional Mutual Assistance
Agreement)
Attachment "E" (Custodianship of West em Regional Mutual Assistance
Agreement)
Attachments to ths Agreement are incorporated herein by this reference.
Western Region Mutual Assistance Agreement Page 13 of 14 Last Updated: October 2003
17.0 SIGNATURE CLAUSE
17.1. This Agreement may be executed in any number of counterpars, each
of which shall be an original, but al of which together shall constitute one
and the same agreement.
17.2. IN WITNESS WHEREOF, the Pares have caused this Agreement to be
executed by their respective duly authorized officers as of the dates set
forth below.
Company Name:
Signature of Offcer:
Title of Officer:
Date Executed:
Print Offcer Name:
Western Region Mutual Assistance Agreement Page 14 of14 Last Updated: October 2003
ATTACHMENT A
Parties to the Western Region Mutual Assistance Agreement:
Name of Part:
Utilty Type:
Effective Date:
Service Area:
WRMAA Attach A-F Page i of l2
ATTACHMENT B
WESTERN REGION MUTUAL ASSISTANCE AGREEMENT (Electric & Natural Ga)
Names and Address of Authoried Representative(s)! Billing
Date
Name of Utilty
Mailng Address
Individuals to Call for Emergency Assistance:
AUTHORIZED REPRESENTATIV
Name
Title
E-Mail
Day Phone
FAX
Address
Pager No.
Night Phone
Cellular Phone
ALTERNATE AUTHORIZED REPRESENTATIV
Name
Title
E-Mail
Day Phone
FAX
Address
Pager No.
Night Phone
Cellular Phone
DISPATCH CENTER WITH 24-HOUR TELEPHONE ANSWERING
Name
Title
Address
Phone
FAX
Radio Frequency
CHOICE OF LAW (State or Province):
BILLING/PAYMENT ADDRES
Name of Utilty
Department of Utilty
Biling/Payment Address
Telephone No.
FAX
Information provided to 2004 WRMA Custodian:
WRMAA Attach A-F
Western Energy Institute
Page 2 of l2
ATTACHMENT C
ACTIVATION OF WESTERN REION MUAL ASSISTANCE AGREEMENT
Procedures for Requesting and Providing Assistance
A. The Requesting Par shall include the following information, as available,
in its request for Assistance:
A.l A brief description of the emergency situation creatig the need for
Assistance;
A.2 A general description of the damage sustained by the Requestig
Par, including the par of the utiity system, e.g., generation,
transmission, substation, or distrbution, affected by the emergency
situation;
A.3 The number and tye of personnel, equipment, vehicles, materials
and supplies needed;
AA A reasonable estiate of the length of time that the Assistance will
be needed;
A.5 The name(s) and contact information of individuals employed by the
Requesting Par who will be the Mutual Assistance Coordinator(s)
and Operations Liaison(s);
A.6 A specific time and place for the designated representative of the
Requestig Par to meet the personnel and equipment being
provided by the Assisting Party;
A.7 Tye of fuel available (gasoline, propane, CNG or diesel) to operate
equipment;
A.8 Availability of food and lodging for personnel provided by the
Assisting Party; and
A.9 Current weather conditions and weather forecast for the followig
twenty-four hours or longer.
B. The Assisting Party, in response to a request for Assistace, shall provide
the following information, as available, to the Requestig Par:
B.l The name(s) and contact information of designated representative(s)
to act as Mutual Assistance Coordina.tor(s).
B.2 The number and tye of crews and equipment available to be
furnished;
B.3 The name and title of the crew members responding to the
Assistance;
BA Materials available to be furnished;
B.5 An estimate of the length of tie that personnel and equipment wi
be available;
B.6 The name and contact information of the person(s) to be designated
as supervisory personnel to accompany the crews and equipment;
and
B.7 When and where Assistance wil be provided, giving consideration to
the request set forth in section A.6 above.
WRMAA Attach A-F Page 3 of l2
ATTACHMENT C-L
ACTIVATION OF WESTERN REGION MUTUAL ASSISTANCE AGREEMENT
Sample Written Request for Assistance
Date
Assisting Par Name
Assisting Par Address
"In recognition of the personnel, material, equipment,
supplies and/or tools being sent to us by (name of Assistig
Partyj in response to a request for mutual assistance made by
(Requesting Partyj on ¡date of requestj, we agree to be bound
by the principles noted in the Western Region Mutual
Assistance Agreement (Electrc and Natural Gas).
(Brief Statement of What Assistace)
(Requesting Party Namej
¡Authorized Representative of Requesting Partyj.
WRMAA Atiach A-F Page 4 of 12
ATTACHMENT D
DEACTIVATION UNDER WESTERN REGION MUTUAL ASSISTANCE AGREEMENT
Procedures for Deactivation of Assitance
A. The Requesting Party shall, as appropriate, include the followig in their
Deactivation:
A.1. Number of crews returning and, if not all crews are returning,
expected return date of remaining crews
A.2. Notification to the Assistig Party of the time crews will be
departng.
A.3. Whether crews have been rested prior to their release or status of
crew rest periods
AA. Advisement to the Assisting Par regarding current weather and
travel conditions and suggested routig
B. The Assisting Pary shall, as appropriate, include the followig in their
Deactivation:
B.1. Return of any equipment, material, tools, or supplies provided by
the Requesting Party
B.2. Provision of any information that may be of value to the Requesting
Par in their critique of response efforts
B.3. Estimation as to when biling will be avaiable
BA. Biling to include detail under headings as outlned in Section 4.0 of
this Agreement.
B.S. Retention of documentation as specified in Section 5.3 of the Mutual
Assistance Agreement.
B.6. Confirmation that al information pertaining to the building,
modification, or other corrective actions taken by the Assisting Par
have been appropriately communicated to the Requesting Party
WRMAA Attach A.f Page 5 of 12
ATTACHMENT E
CUSTODIASHIP OF WESTERN REION
MUTUAL ASSISTANCE AGREEMENT
Responsibilties of the Western Region Mutual Assistace Agreement (Electric
and Natural Gas) Custodian are:
A. Act as the single repository for al original signature pages, changes,
updates, and addendums to the Agreement, including Attachment B.
B. Ensure all Paries provide an annual update of the Authorized
Representative and Alternate Authorized Representative(s), as identified in
Attachment "B", no later than December 15 of each year.
C. Distribute anual update of Attachment "B" no later than Januar 15 of
each year.
D. Coordinate and facilitate meetings of the parties to the Agreement, as
necessar, to include an after action review of recent mutual assistance
activations and document changes requested by any party to the
Agreement. An annual meeting will also be held to review general mutual
assistace issues, and assignment of the Agreement Custodian for the
next year.
E. Assist and guide utilities interested in becoming a par to the Agreement
by providing a copy of the existing Agreement for their review and
signature pursuant to Section 6.3 of this Agreement.
F. Facilitate any necessar reviews of the Agreement.
G. Term of the Custodian responsibilties is annual and will commence on
Februar 1, and terminate on Januar 31 of the followig year. There are
no limits to the number of terms or consecutive terms of the custodian.
The name and contact information for the current Agreement Custodian
will be provided as part of the Attachment B update as outlned in A and B
above.
WRMAA Attach A-F Page 6 of l2
ATTACHMENTF
SUPPLEMENTAL INVOICE INFORMTION
Sections 4 and 5 of this Mutual Assistance Agreement provide for the accumulation of costs
incurred by the Assisting Part to be biled to the Requesting Part for Assistance provided. Each
utilty company has their own accounts receivable or other business enterprise system that
generates their biling invoices. Generally these invoices do not provide for a breakdown of costs
that delineate labor hours, transportation costs, or other expenses incurred in travel to and from the
Assistance, or the subsequent repair of equipment that may be necessary.
This attchment provides guidelines, format and explanations of the types of cost breakdown, and
supportive information and documentation that are important to accompany the invoice for
providing of mutual assistance. It is intended to provide suffcient information to the Requesting
Part at the time of invoice to minimize an exchange of detail information requests that may delay
the payment of the invoice.
This information in no way eliminates or minimizes the Requesting Part's ability to audit the
information or request additional cost detail or documentation.
Supplemental Invoice Information is a recommendation and not a requirement.
The form is available electronically from the Agreement Custodian.
WRMAA Attach A-F Page 7 of 12
This supplemental invoice information is provided pursuant to Sections 4.0 & 5.0 ofthe
Western Region Mutual Assistance Agreement for Electric and Natural Gas, for
assistance provided. (R = Requesting Party, AP = Assisting Party)
AP Invoice
Date:
AP Invoice #:
RP Purchase Order # ,
RP Reference or W/O#
2
Bil To: 3
(Reguestir
Party)
Address:
Remit To:
4
(Assisting
Party)
Address:
Phone:
Attention:
5
Name or Description of
Event:
Location of Assistance or
Event:
Assistance I Billng Period: From: 7
Phone:
Attention:
6.
To: 8
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LABOR 1: Employee Wages and Salary while at RP Service Alea 9
Labor: Hours Wages
Straight Time, Overtime
and Premiums,
Additives
LABOR 1 Subtotal:
LABOR 2: Employee Wages and Salary while traveling to and frm RP Servce Alea '0Labor: Hours Wages Additives
Straight Time, Overtime
and Premiums:LABOR 2 Subtotal:
LABOR 3: Employee Wages and Saiary of service and support personnel not traveling to RP Seice Area "
Labor:
Straight Time. Overtime
and Premiums:
Hours Wages Additives
LAOR 3 Subtotal:
LABOR 4: Overtime Wages and Salary Incurrd in AP Serice Alea as a Result of Assistance '2
Labor:
Overtme and
Premiums:
Hours Wages Additives
LABOR 4 Subtotal:
LABOR TOTAL TOTAL Wages, Salaries and Payrll Addities:
WRMAA Attach A-F Page 8 of 12
MATERIALS: Cost of materia/s, supplies, tools, and repair or replacement of non-fleet equipment used in assistance 13
MATERIALS TOTAL TOTAL Matenals, Eauipment, etc. and Additives:
TRANSPORTATION: Cost of vehicles and equipment including parts and repairs and Additives (No Wages)
Fleet Costs: (Hourly or Use Charge for vehicles and equipment and Additives) 14
Repair Costs: (Cost of repair or replacement of vehicles and equipment, excluding labor) 15
TRANSPORTATION TOTAL TOTAL Vehicles, Eauipment, etc. and Additives:
EXPE NSE: Cost of transporting employes and equipment, to and frm RP's Servce area, and living expenses not provided by RP.
Transportation Expense: Cost to transport vehicles and equipment (fleet) to and from RP Servce Area 16
T ravel Expense: Cost to transport personnel, airfare etc., (non-fleet equipltoo/s) to and from RP Service Area
17
Livi ng Expense: Cost of meals, lodging and incidentals not provided by RP or incurrd during travel 18Meals Lodging Incidentals:
EXPENSE TOTAL TOTAL Transportation, Travel and Living and Additives:
ADMINISTRATIVE & GENERAL COSTS: Cost properly allocable to the Assistance and not charged in above sections
19
ADMIN/STRA TIVE & GENERALTOTAL TOTAL Administrtie & General:
All costs and expenses of Assisting Company are summarized in this Invoice.
Pay This
Amount:
( A Form W-9, Request for Taxpayer Identification Number and Certifcation, has been included with this invoice.) 20
WRMAA Atiach A-F Page 9 of12
Instructions and Explanations
This information provides a breakdown of costs incurred in the providing of assistance,
and is intended to provide suffcient details to allow Requesting Part to expedite
payment by minimizing requests for detailed information. This detailed breakdown, and
supportive documentation, should supplement the remittance invoice normally generated
by the utility's business enterprise or accounts receivable systems.
Reference Section Explanations: (Numbers correspond to sections on preceding supplemental invoice page(s).)
(Information in parentheses and italics are references to the related section of the CUEA
MAA)
1 If Requesting Company has designated a Purchase Order to be used for this
remittance, provide the PO number in this space.
2 If Requesting Company has designated a Work Order or Tracking number to be
used for this remittance, provide the number here.
3 This "Bil To" address is designated by the Requesting Part and may be the same
as the Biling / Payment Address as it appears on the Assisting Company's
"Attachment B" of the Agreement. (Sec. 4.2)
4 This "Remittance Address" is the address specified on the Assisting Company's
Primary Invoice.
5 The person identified in Biling / Payment section of Requesting Part's "Attachment
B", or Authorized Representative, or the Requesting Part's designated Mutual
Assistance Coordinator.
6 The person identified in Biling / Payment section of Requesting Party's "Attachment
B", or Authorized Representative, or the Assisting Part's designated Mutual
Assistance Coordinator.
7 The date the assistance was agreed to commence. (Sec. 3.2, 3.5,)
8 The date the assistance demobilization is complete. (Sec. 3.5, Att 0) (Note:
subsequent repair or replacement costs incurred by the AP may be realized and
biled past this date, as noticed by the AP to the RP in writing.)
9 Labor 1: This total includes all hourly wages, including straight time, overtime,
premium pay and payroll additives that are the normal payroll of the Assisting Part.
This is for time worked in the Requesting Part's service area, and does NOT
include time or pay for travel to, or from, the Requesting Part's service area. Labor
1 total includes all employees, management and supervision, that physically
traveled to the Requesting Part's service area. (The numbers are reported as totals
for Hours, Wages, and Additives (premiums and additives reported in same total).
Supportive information such as time sheets, or spreadsheets, that break down the
totals reported, is strongly recommended.) (Sec. 4. 1 (a))
WRMAA Attach A-F Page 10 of l2
10 Labor 2: This total includes all hourly wages, including straight time, overtime,
premium pay and payroll additives that are the normal payroll of the Assisting Part.
This is for time or pay for travel to, or from, the Requesting Part's service area, and
does NOT include time worked in RP's service area. Labor 2 total includes all
employees, management and supervision, that physically traveled to the Requesting
Part's service area. (The numbers are reported as totals for Hours, Wages, and
Additives (premiums and additives reported in same total). Supportive information
such as time sheets, or spreadsheets, that break down the totals reported, is
strongly recommended.) (Sec. 4.1 (b))
11 Labor 3: This total includes all hourly wages, including straight time, overtime,
premium pay and payroll additives that are the normal payroll of the Assisting Part.
This is for time or pay for employees, management. or supervision that is directly
attributed to the assistance, but did NOT travel to the Requesting Part's service
area. Labor 3 total may include support services in the Assisting part's own
service area such as warehouse, fleet, Assistance Liaisons, administrative and
coordination personneL. (The numbers are reported as totals for Hours, Wages, and
Additives (premiums and additives reported in same total). (Supportive information
such as time sheets, or spreadsheets, that break down the totals reported, is
strongly recommended.) (Sec. 4.1)
12 Labor 4: This total includes only overtime pay and additives that are incurred by the
Assisting Part for emergency response in the Assisting Part's service area, that is
directly attributable to the providing of assistance. This total requires detailed
support information and explanation provided to the Requesting Party prior to the
inclusion of costs for assistance. (Sec. 4.1 (f))
13 Materials: This total includes all non-fleet equipment, tools and supplies, provided by
Assisting Party's warehouse or other supplier that was used, consumed, or has
normally applied overhead costs or depreciation, as outlined in the agreement. (Sec.
4.1 (c))
14 Transportation: This total includes the hourly or use charge of vehicles and
equipment, and normally applies overheads and additives, for all vehicles and
equipment used in the providing of assistance. These are direct "Fleet" costs
excluding labor, which is included in Labor totals. (Sec. 4.1 (d))
15 Transportation: This total includes cost of repair or replacement of vehicles or
equipment used in the providing of assistance, by AP, dealer service, or contracted
repairs, including all normally applies overheads and additives. These are direct
"Fleet" costs excluding labor, which is included in Labor totals. (Sec. 4.1 (d))
16 Transportation Expense: This total includes only the incurred costs of transporting,
by contractor or entity other than the AP or RP, the fleet vehicles and equipment to
RP's service area, and return to AP's home base. (Supportive information such as
contract carrier's invoice or trip tickets is recommended.)
17 Travel Expense: These include all costs incurred by AP for the transportation of
personnel to and from the RP's service area. These include airfare, cab fare, rental
vehicles, or any other transportation not provided by the RP. It also included the
WRMAA Attach A-F Page 1 1 of l2
transportation or shipping costs of non-fleet tools or equipment to and from the RP's
service area. (Sec. 4. 1 (b))
18 Living Expense: This includes all meals, lodging, and incidentals incurred during
travel to and from RP's service area. It includes any of these costs incurred while
working in the RP's service area that were not provided by the RP. (Sec. 4.1 (b))
19 Administrative and General Costs: This includes all costs that are allocable to the
Assistance, to the extent that they are not included in all the foregoing costs
identified in this invoice. (Sec. 4.1 (e))
20 Form W-9, Tax Identification and Certification: This standard tax form should be
completed and accompany this form, unless such information has been previously
transmitted to the Requesting Company.
WRMAA Attach A.f Page l2 of l2