AGREEMENT
of
AUGUST 31, 1955
between
SALT RIVER PROJECT
AGRICULTURAL IMPROVEMENT
AND POWER DISTRICT
and
ARIZONA PUBLIC SERVICE
COMPANY
TABLE OF CONTENTS
Page
RECITALS 1
ARTICLE I - DEFINITIONS 6
ARTICLE II - TERRITORIAL ALLOCATIONS 6
Section A - Mutual Agreements with Respect to Territory,
Customers and Load 6
Section B - District's Territory, Customers and Load 11
Section C - Company's Territory, Customers and Load 23
Section D - Exceptions and Reservations 33
Section E - Transfer of Facilities 38
ARTICLE III - POWER CONTRACTS 40
Section A - Territory Equivalent Power Contracts 40
Section B - Additional Power Contract 48
Section C - General Terms and Conditions 49
Section D - Power Coordination Arrangements 51
Section E - Differences and Inconsistencies 51
Section F - Effect of Cancellation of Power Contracts 52
ARTICLE IV - CANCELLATION OF EXISTING AGREEMENTS 52
ARTICLE V - THIRD PARTIES NOT TO BENEFIT 52
ARTICLE VI - EXISTING CONTRACTS FOR SERVICE OF
ELECTRICAL ENERGY 53
ARTICLE VII - INDEMNITY AGAINST CUSTOMERS' CLAIMS AND
COOPERATION IN DEFENDING VALIDITY OF THIS
AGREEMENT AND POWER CONTRACTS 54
ARTICLE VIII - STREET LIGHTING 54
ARTICLE IX - MISCELLANEOUS COVENANTS 55
ARTICLE X - TRANSFERS, MERGERS AND ASSIGNMENTS 56
ARTICLE XI - RESTRICTIONS ON TERMINATION OF AGREEMENT 58
ARTICLE XII - NOTICES 59
ARTICLE XIII - CAPTIONS AND HEADINGS 59
ARTICLE XIV - WAIVERS 59
ARTICLE XV - APPROVALS 60
AGREEMENT
of
AUGUST 31, 1955
between
SALT RIVER PROJECT
AGRICULTURAL IMPROVEMENT
AND POWER DISTRICT
and
ARIZONA PUBLIC SERVICE
COMPANY
AGREEMENT
---------
THIS AGREEMENT made and entered into as of the 31st day of August,
1955, by and between the SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER
DISTRICT, an Agricultural Improvement District, organized under the laws of the
State of Arizona, hereinafter celled the "District", and the ARIZONA PUBLIC
SERVICE COMPANY, a corporation, organized and existing under the laws of the
State of Arizona, hereinafter called the "Company".
WITNESSETH:
That, WHEREAS, the District was organized in 1937 and now exists
pursuant to the provisions of the Agricultural Improvement District Act of the
State of Arizona, as amended, and the territory included within its boundaries
is now included within the boundaries of the SALT RIVER PROJECT, as such Project
is hereinafter defined; and
WHEREAS, the District and the SALT RIVER VALLEY WATER USERS'
ASSOCIATION, a corporation organized and existing under the laws of the
Territory, now the State, of Arizona, hereinafter called the "Association", made
and entered into an agreement on the 22nd day of March 1937, which agreement was
amended on the 28th day of February 1944, and again amended on the 12th day of
September 1949, and by the terms of said agreement as amended, the Association
transferred to the District all its properties and facilities; including
properties and facilities for the generation and distribution of electric
energy; and
WHEREAS, by the said agreement of March 22, 1937, as amended, the
District among other things assumed the obligations and covenants of the
Association under all contracts to which the Association was a party, and agreed
to perform and carry out all of the duties, obligations and covenants of the
Association under said contracts, included among which contracts were the
contracts entered into between the Association and Central Arizona Light and
Power Company, and between the Association and Arizona Edison Company, Inc., and
the predecessor of said latter corporation, Arizona Edison Company, certain of
which contracts are more specifically hereinafter referred to; and
1
WHEREAS, the Company is a public service corporation organized and
existing under the laws of the State of Arizona, having been organized under the
laws of this State on the 16th day of February 1920, under the name of Central
Arizona Light and Power Company; and
WHEREAS, Arizona Edison Company and its successor, Arizona Edison
Company, Inc., were public service corporations organized under the laws of the
State of Arizona; and
WHEREAS, pursuant to an agreement of consolidation effective March 1,
1952, Arizona Edison Company, Inc., was merged and consolidated pursuant to the
laws of the State of Arizona into Central Arizona Light and Power Company, and
the name of Central Arizona Light and Power Company was concurrently changed to
Arizona Public Service Company; and
WHEREAS, by virtue of such merger and consolidation, the Company
assumed all of the duties, obligations and liabilities, and acquired all the
rights, assets and properties of Arizona Edison Company, Inc.; and
WHEREAS, the Association directly and in its own name rendered electric
service to its members and to the public in Maricopa, Gila and Pinal Counties of
Arizona, from 1917 until 1937; and since 1937, the District has, pursuant to
agreement between the District and the Association, above referred to, rendered
such service in the said counties; and
WHEREAS, the Company has been, since it commenced operations, engaged
in rendering electric (and other) services in Maricopa and other counties of
Arizona, and has rendered electric service in Pinal, Gila and other counties of
Arizona since the merger or consolidation into it of Arizona Edison Company,
Inc., in 1952; and
WHEREAS, Arizona Edison Company, Inc., and its corporate predecessor,
Arizona Edison Company, from September 5, 1925, until the merger and
consolidation of Arizona Edison Company, inc., into the Company on March 1,
1952, rendered electric service in Pinal, Gila and other counties of Arizona;
and
2
WHEREAS, in certain portions of Pinal and Gila Counties (such portions
being hereinafter described and referred to as the "Eastern Area"), in
conformity with certain existing territorial agreements hereinafter referred to,
the Company now owns and operates distribution systems in the towns of Globe,
Miami, Superior, Winkelman, and vicinity, and owns no transmission lines located
in such area, and the District principally serves large mining, milling,
smelting, and related loads, and owns various transmission lines in such area
over which electricity is delivered at wholesale to the Company for distribution
in Superior, Globe, Miami, and vicinity; and
WHEREAS, in order to facilitate the rendition of electric service in
the areas served by the Company and its predecessors and in the areas served by
the District and the Association, and to permit and xxxxxx the coordination of
the operations and the generating facilities of the combined electric systems,
certain agreements have heretofore been entered into between the Company and the
Association, and between Arizona Edison Company, Inc., or Arizona Edison Company
and the Association, as hereinafter referred to, pursuant to which the Company
is now purchasing from the District substantial amounts of electric power and
energy at various delivery points in its system, and certain of these agreements
contain various provisions as to allocations of territory, and other matters,
all as in said agreements provided, the said agreements including the following:
(a) Agreement dated October 23, 1922, between the Association and
the Central Arizona Light and Power Company, which Agreement
was from time to time thereafter amended, providing for the
purchase and sale of electric energy and for certain
allocations of territory, such Agreement and amendments
thereto being hereinafter referred to as the "Agreement of
1922"; and
(b) Agreement dated June 24, 1925, between the Association and
Central Arizona Light and Power Company, providing for the
construction of a power plant at Mormon Flat Dam, and for the
purchase and sale of electric energy, such Agreement and its
various amendments being hereinafter referred to as the
"Agreement of 1925"; and
3
(c) Agreement dated February 8, 1928, between the Association and
Central Arizona Light and Power Company providing for the
construction of a hydro-electric plant on the Salt River at
Xxxxxxx Mountain, and for the purchase and sale of electric
energy from said hydro-electric plant, and for certain
allocations of territory, such Agreement and its various
amendments being hereinafter referred to as the "Agreement of
1928"; and
(d) Agreement dated July 5, 1930, between Arizona Edison Company
and the Association, providing for the purchase and sale of
electric energy and for certain allocations of territory; and
(e) Agreement dated April 5, 1937, between the Association and
Arizona Edison Company, Inc., successor to Arizona Edison
Company, supplementing and amending the Agreement of July 5,
1930; and
(f) Agreement dated May 31, 1951, between Arizona Edison Company,
Inc., and the District, supplementing and amending the
Agreement of July 5, 1930; and
WHEREAS, the District recognizes its obligation to carry out and
perform the obligations of the Association and the District under the contracts,
agreements and the amendments thereto hereinabove referred to; and
WHEREAS, the Company recognizes its obligation to carry out and perform
the obligations undertaken by Arizona Edison Company and and Arizona Edison
Company, Inc., and by it under its former name of Central Arizona Light and
Power Company, under the aforesaid agreements and amendments thereto; and
WHEREAS, certain disputes and differences of opinion have arisen
between the Company and the District as to the intent and meaning of certain
portions of the above mentioned agreements, particularly with respect to
territorial allocations therein, the existence of which disputes and differences
would, if uncomposed, be detrimental to the efficient coordination of the two
electric systems, and the existence of which would impede the furtherance and
advancement of such coordination; and
4
WHEREAS, the parties hereto recognize the advantages, economies and
increased efficiencies which can be realized from the coordination of the
operations and the construction programs of the two electric systems and the
resulting public benefit; and
WHEREAS, the District is willing to sell substantial additional amounts
of electric power to the Company, and the Company is willing to purchase such
additional amounts of electric power only in the event the Company is assured of
having the exclusive right insofar as the District is concerned to supply
electric service in the territory and to the types of customers and load herein
allocated to it; and
WHEREAS, on the basis of the principles above set out, and since it is
in the public interest that they do so, the parties hereto desire to compose,
compromise and settle disputes and differences existing between them, to make
revised allocations of territory, customers and load, to restate, clarify and
revise certain of the provisions of the contracts and agreements above referred
to, to modify the existing contractual rights and obligations existing between
them thereunder, to enter into new agreements for the sale of electric power
between them, and to merge and consolidate into this Agreement the revised and
modified agreements as to territorial allocations and various other matters as
hereinafter set out; and
WHEREAS, the parties hereto deem the making of the power agreements,
hereinafter more fully described, and the making of this Agreement to be
desirable in the best interests of themselves, their members, electors,
stockholders or shareholders, and of the consumers and the public, and to be
necessary and appropriate in the public interest to xxxxxx and advance the
regional coordination of the electric systems of the Company and the District,
and the parties further deem the making of such agreements necessary to enable
both the District and the Company to more efficiently and adequately meet the
increasing demands of the public for electric power and energy, and to achieve
the maximum efficiency of the overall electric operations of both the Company
and the District;
NOW, THEREFORE, in consideration of the mutual covenants hereof, IT IS
AGREED:
5
Article I
Article II Section A
ARTICLE I - DEFINITIONS
-----------------------
1. The "Salt River Project" is a Federal Reclamation Project and, as
such term is herein used with reference to territory, shall mean all territory
lying within the boundaries of the Salt River Reservoir District now
particularly described in Section 3 of Article IV of the Articles of
Incorporation of the Salt River Valley Water Users' Association, filed February
9, 1903, as thereafter amended and now in effect.
2. The words "now" and "present" as herein used shall refer to the date
of this Agreement hereinabove set forth.
3. The word "person" as herein used shall mean any individual,
corporation, partnership, association, municipality, governmental agency, or
political subdivision, of any type whatsoever.
4. "Customer" as herein used shall mean a person who receives or is
expected to receive electric service from either the Company or the District.
ARTICLE II
----------
TERRITORIAL ALLOCATIONS
-----------------------
By this Article, it is the intent of the parties to permanently
establish and agree upon the territories in which each may serve electric power
and energy to the exclusion of the other, and furthermore as to certain
territory hereinafter described to permanently establish and agree upon the
types of customers and load to be served by each to the exclusion of the other.
SECTION A - Mutual Agreements with Respect to
---------------------------------
Territory, Customers and Load
-----------------------------
1. Of District. Inasmuch as the statutes of the United States of
America prohibit any lease or sale of surplus power or power privileges which
would or might impair the efficiency of irrigation projects created
6
Article II - Section A
under the Reclamation Act of 1902, as amended, and if the Company should sell or
distribute power within the territory allocated to District in Xxxxxxxxx 0,
Xxxxxxx X of this Article II, or to the particular type of customer or for the
particular type of load allocated to the District within that certain territory
described in Paragraph 2 (b), Section B of this Article II, such sale or
distribution would or might impair the efficiency of the Salt River Project, a
Federal Reclamation Project; therefore, it is agreed that neither the electric
power and energy purchased under the power contract or contracts hereinafter
referred to, nor any other electric power and energy purchased, produced, or
otherwise acquired by the Company will be sold, donated or delivered except
through the District for use within any of the territory allocated to District
in said Paragraph 1, or to the particular type of customer or for the particular
type of load allocated to the District within that certain territory described
in said Paragraph 2 (b), and, therefore, in the event the Company shall, except
through the District, so sell, donate or deliver such electric power and energy
to any customer within the territory allocated to District in said Paragraph 1,
or to such particular customers or for such particular types of load allocated
to the District in Xxxxxxxxx 0, Xxxxxxx X of this Article II, or so sell, donate
or deliver such electric power and energy to others which shall be distributed
and/or ultimately consumed within such territory, allocated to District in said
Paragraph l, or to or by such particular customers or for such particular types
of load allocated to the District in said Paragraph 2, such sale, donation or
delivery shall be in violation of this Agreement.
2. Of Company. Inasmuch as the minimum payments to be provided for in
the power contract or contracts hereinafter referred to and the commitments of
the Company to take and/or pay for the electric power and energy to be furnished
to the Company by the District are predicated on the Company's expectation of
selling or distributing the full electric power and energy requirements of its
customers within the territory allocated to Company in Paragraphs 1 and 2,
Section C of this Article II, and within that certain territory described in
Paragraph 2 (b), Section B of this Article II, of selling or distributing the
full power and energy requirements of the customers or for the types
7
Article II - Section A
of load which are allocated to the Company in Paragraph 3 of Section C of this
Article II, and inasmuch as the Company could not reasonably commit itself to
pay such minimum payments nor to take and/or pay for such electric power and
energy from the District in the event the District should directly or indirectly
supply such electric power and energy, except through the Company; therefore, it
is agreed that except through the Company the District will not sell, donate or
deliver any power and energy, purchased, produced, or otherwise acquired by the
District, for use within the territory allocated to Company in said Paragraphs I
and 2, Section C of this Article II, nor will it sell, donate or deliver such
power and energy for sale or use to or by customers or for types of load
allocated to the Company in said Paragraph 3; therefore, in the event the
District shall, except through the Company, sell, donate or deliver such
electric power and energy to any customer within the territory allocated to
Company in Paragraphs 1 and 2 of Section C of this Article II, or within that
certain territory described in Paragraph 2 (b), Section B of this Article II, to
any customer or for any type of load allocated to the Company in said Paragraph
3, or sell, donate or deliver such electric power and energy to others which
shall be distributed and/or ultimately consumed within such territory or to or
by such customers or types of load, then such sale, donation or delivery shall
be in violation of this Agreement.
3. Liability for Liquidated Damages. In the event either the Company or
the District shall inadvertently, wilfully, or from any cause, including any
order of the Arizona Corporation Commission, or other regulating body, or court
of competent jurisdiction, sell, donate or deliver electric power and energy in
violation of the provisions of this Agreement, then such party, so long as it
continues so to do, shall pay to the other party liquidated damages for such
sale, donation or delivery determined in the manner hereinafter provided.
4. Amount of Liquidated Damages. In the event any such sale, donation
or delivery is made by either the Company or District to a customer in violation
of this Agreement, then, for each such sale, donation or delivery made or
continued after the tenth day after written notice has been given to cease such
sale, donation or delivery, the
8
Article II - Section A
party making such sale, donation or delivery shall pay to the other party hereto
as liquidated damages for all electric power and energy so sold, donated or
delivered, 35% of the charges applicable to such delivery or like deliveries
under the rate schedule or contract of the party making such delivery, or 35% of
the revenues which would have resulted from like delivery under the applicable
rate for like delivery by the party whose rights hereunder have been infringed
upon, if an applicable rate for like delivery has been established by such party
prior to the initiation of such sale, donation or delivery by the other party,
whichever is the greater; provided, however, that in the event that such
infringement is involuntary (due to a final and binding order of a court or
commission or governmental officer or agency having jurisdiction in the
premises) either party, or if such infringement is voluntary, then the party
whose rights hereunder have been infringed upon, may, upon written notification
to the other party, require that the amount of the payment to be made hereunder,
in lieu of the amount of payment above provided, shall be a different amount to
be agreed upon by the parties as being equal to the revenue derived by the
infringing party from such delivery, minus the operating revenue deductions
attributable to such delivery. The items to be considered as operating revenue
deductions for the purposes hereof shall be those included as operating revenue
deductions in the Federal Power Commission's Uniform System of Accounts
applicable to electric utilities, or such other system of accounts applicable to
electric utilities as may then be in effect pursuant to regulations or order of
the Federal Power Commission or such other federal commission or agency as may
then have jurisdiction to adopt or approve accounting systems or procedures for
electric utilities. Should the parties, within ninety (90) days after delivery
of the notification above provided for, fail to agree upon the "different
amount" above provided, such "different amount" shall be determined by
arbitration, to be conducted in the manner provided in the power contract or
contracts hereinafter referred to.
Payment in the amount determined, as hereinabove provided, shall be
made promptly after its determination and if additional amounts shall accrue
thereafter from continuance of such violation, such amounts shall be paid at
monthly intervals.
9
Article II - Section A
5. Other Remedies. In the event of any sale, donation or delivery of
power and energy in violation of this Agreement, the party whose rights
hereunder have thereby been infringed upon shall be entitled to the damages
provided in Paragraph 4, Section A of this Article II and to injunctive relief,
and shall not be entitled to any other remedies or relief at law or in equity
unless such party has been unable to obtain either injunctive relief or the
damages provided in the said Paragraph 4 after full utilization of the
procedures set out in the said paragraph. In no event may this Agreement be
terminated by one party hereto because of a voluntary sale, donation or delivery
in violation of this agreement by the other party, unless
(a) the existence of the violation has been established by a final
decision, order or opinion of a court having jurisdiction in
the premises, and
(b) after the existence of the violation has been so established,
notice has been given by the party whose rights have been
infringed upon of intent to terminate unless within 90 days;
(i) the damages provided in said paragraph 4 have been paid
or a proffer of payment has been made, if the infringing
party is lawfully able so to do, and
(ii) the violation has ceased, if such cessation is requested
by the party whose rights have been infringed upon, and
(c) the infringing party has failed to comply with the provisions
of items (i) and (ii) of subparagraph (b) above within such 90
day period, and
within 30 days from the expiration of said 90 day period written notice of
termination has been given by the party whose rights have been infringed upon.
In no event may this Agreement be terminated by one party hereto because of an
involuntary sale, donation or delivery in violation of this Agreement by the
other party.
10
Article II - Section B
Section B - District's Territory, Customers and Load
----------------------------------------
1. Western Area. The District shall have the exclusive right, insofar
as the Company is concerned, to provide electric service for all purposes in
that territory within the following described boundaries, ave and except such
territory lying within said boundaries as to which such right is allocated to
the Company by Section C of this Article II:
Beginning at the Southeast corner of Section 36,
Township 3 South, Range 10 East, Gila and Salt River Base and
Meridian, at the intersection of the South line of Township 3
South with the East line of Range 10 East, said point being
designated as "A" on Exhibit 1; thence Northerly along the "A"
said East line of Range 10 East to its intersection with the
Maricopa-Pinal County line, said point being designated as
"B" on Exhibit 1; thence Easterly along the said "B"
Maricopa-Pinal County line to its intersection with the Gila
County line, said point being designated as "C" on Exhibit 1; "C"
thence Northwesterly along the Gila-Maricopa County line to
its intersection with the North line of Township 2 north;
thence Easterly along the said North line of Township 2 North
to a point, designated as "D" on Exhibit 1, due South of the "D"
Southeast corner of Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 00
Xxxx; thence North on a straight line to the said Southeast
corner of Section 4; thence Northerly along the Eastline of
said Section 4 and along the East lines of Sections 33 and
28, Township 4 North, Range 14 East; thence continuing due
North on a straight line to the North line of Township 4
North; thence Easterly along the said North line of Township
4 North to the Southeast corner of Xxxxxxx 00, Xxxxxxxx 0
Xxxxx, Xxxxx 00 Xxxx; thence Northerly along the East line of
said Section 33 and the East lines of Sections 28, 21, 16, 9
and 4, Township 5 North, Range 14 East, to the North line of
Township 5 North, said point being designated as "E" on "E"
Exhibit 1; thence Westerly along the said North line of
Township 5 North to its intersection with the Maricopa County
line, said point being designated as "F" on Exhibit 1; thence "F"
in a general Northerly and Westerly direction along the
Maricopa County line to its intersection with the East line
of Range 5 East, said point
11
Article II - Section B
being designated as "G" on Exhibit 1; thence Southerly along "G"
the said East line of Range 5 East to the Southeast corner of
Section 25, Township 3 North, Range 5 East, thence Westerly
along the South line of said Section 25 and the South lines
of Sections 26, 27, 28, 29 and 30, Township 3 North, Range 5
East, to the Southwest corner of said Section 30, said point
being designated as "H" on Exhibit 1; thence Southerly along "H"
the West line of Section 31, Township 3 North, Range 5 East,
and along the West lines of Sections 6 and 7, Township 2
North, Range 5 East, to the intersection of the said West
line of Section 7 with the North right-of-way line of the
Arizona Canal as now located (see Note 1); thence Westerly
along the said North right-of-way line of the Arizona canal
to its intersection with the South line of Section 14,
Township 2 North, Range 4 East, said point being designated
as "J" on Exhibit 1; thence Westerly along the South line of "J"
said Section 14 and the South line of Section 15, Township 2
North, Range 4 East, to the Southwest corner of said Section
15; thence Westerly along the South line of Section 16,
Township 2 North, Range 4 East, to the Southwest corner of
the Southeast quarter of the Southeast quarter of said
Section 16; thence Northerly and parallel to the East line of
said Section 16 for a distance of 660 feet; thence Westerly
and parallel to the South line of said Section 16, more or
less along the ridge of Camelback Mountain, for a distance of
1,980 feet; thence Northwesterly, more or less along said
ridge, on a straight line to a point on the East-West
mid-section line of Section 17, Township 2 North, Range 4
East, said point being 660 feet East of the center of said
Section 17; thence Westerly along the East-West mid-section
line of said Section 17 and along the East-West mid-section
line of Section 18, Township 2 North, Range 4 East, to the
center of said Section 18; thence Northerly along the
North-South mid-section line of said Section 18 and the
North-South mid-section line of Section 7, Township 2 North,
Range 4 East, to the North line of said Section 7; thence
Westerly along the North line of said Section 7 and along the
North lines of Sections 12, 11 and 10, Township 2 North,
Range 3 East, to the intersection of the North line of said
Section 10 with the North right-of-way line of the Arizona
Canal as now located (see Note 1);
12
Article II - Section B
thence Northwesterly along the said North right-of-way line
of the Arizona Canal to a point 660 feet East of the West
line of Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence
Northerly and parallel to the West line of said Section 1 to
a point more or less in the center of Skunk Creek, said point
being 800 feet South of the North line of said Section 1, and
designated as "K" on Exhibit 1; thence in a Southwesterly "K"
direction along the approximate center line of Skunk Creek,
New River and the Agua Fria River to the approximate center
of the Gila River, said line being more fully described as
follows:
Beginning at same said point "K" in the approximate "K"
center of Skunk Creek 800 feet South of the North line of
Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence
Southwesterly on a straight line to a point on the West line
of said Section 1, said point being 900 feet South of the
Northwest corner of said Section 1; thence Southwesterly on a
straight line to a point 660 feet West and 600 feet North of
the East quarter corner of Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx
0 Xxxx; thence Southwesterly on a straight line to a point
660 feet East and 200 feet South of the center of said
Section 2; thence Southwesterly on a straight line to a point
800 feet West and 850 feet North of the South quarter corner
of said Section 2; thence Westerly and parallel to the South
line of said Section 2 to a point 1,000 feet East of the West
line of said Section 2; thence Southwesterly on a straight
line to a point on the South line of said Section 2, said
point being 800 feet East of the Southwest corner of said
Section 2; thence Southwesterly on a straight line to a point
on the West line of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0
Xxxx, 000 feet South of the Northwest corner of said Section
11; thence Southwesterly on a straight line to a point 660
feet East and 350 feet North of the Southwest corner of
Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence
Southwesterly on a straight fine to a point 660 feet East and
660 feet North of the South quarter corner of Xxxxxxx 00,
Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence Southwesterly on a
straight line to the center of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx,
Xxxxx 0 Xxxx; thence Southwesterly on a straight line to a
point 660 feet East and 1,320 feet South of the Northwest
13
Article II - Section B
corner of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence
Southwesterly on a straight line to the Southwest corner of
said Section 28; thence Southwesterly on a straight line to a
point on the East-West mid-section line of Section 32,
Township 3 North, Range 1 East, 1,320 feet West of the East
quarter corner of said Section 32; thence Southerly on a
straight line to a point 1,320 feet West and 1,320 feet South
of the Northeast corner of Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx
0 Xxxx; thence Southwesterly on a straight line to the center
of said Section 5; thence Southerly along the North-South
mid-section line to the South quarter corner of said Section
5; thence Southwesterly on a straight line to a point on the
North line of Section 18, Township 2 North, Range 1 East,
1,320 feet West of the Northeast corner of said Section 18;
thence Southwesterly on a straight line to a point on the
East-West mid-section line of said Section 18, said point
being 1,320 feet East of the West quarter corner of said
Section 18; thence Southwesterly on a straight line to the
Southwest corner of said Section 18; thence Southwesterly on
a straight line to the center of Xxxxxxx 00, Xxxxxxxx 0
Xxxxx, Xxxxx 0 Xxxx; thence Southerly along the North-South
mid-section line of said Section 24 and the North-South
mid-section line of Section 25, Township 2 North, Range 1
West, to the South quarter corner of said Section 25; thence
Southwesterly on a straight line to a point 1,320 feet East
and 1,320 feet North of the Southwest corner of Xxxxxxx 00,
Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence Southwesterly on a
straight line to the Southwest corner of said Section 36;
thence Westerly along the North line of Section 2, Township 1
North, Range 1 West, to the North quarter corner of said
Section 2; thence Southwesterly on a straight line to a point
on the East-West mid-section line of said Section 2, said
point being 660 feet West of the center of said Section 2;
thence Southeasterly on a straight line to the center of
Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence Southerly
along the North-South mid-section line of said Section 11 to
the to the South quarter corner of said Section 11; thence
Southwesterly on a straight line to the Xxxxxxxxx xxxxxx xx
Xxxxxxx 00, Xxxxxxxx 0 Xxxxx,
00
Article II - Section B
Range 1 West; thence Southwesterly on a straight line to a
point on the South line of Section 22, Township 1 North,
Range 1 West, 660 feet West of the South quarter corner of
said Section 22; thence Southwesterly on a straight line to
the West quarter corner of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx,
Xxxxx 0 Xxxx; thence Southwesterly on a straight line to a
point, designated as "L" on Exhibit 1, in the approximate "L"
center of the Gila River; said point being on the North-South
mid-section line of Section 33, Township 1 North, Range 1
West, 660 feet North of the center of said Section 33; thence
in a general Southeasterly direction along the approximate
center of the Gila River to the South line of Township 3
South; said line being more fully described as follows:
Beginning at the same said point "L" on the "L"
North-South mid-section line of Section 33, Township 1 North,
Range 1 West, 660 feet North of the center of said Section
33; thence Southeastly on a straight line to the center of
Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence Easterly
along the East-West mid-section line of said Section 34 and
the East-West mid-section line of Section 35, Township 1
North, Range 1 West, to the center of said Section 35; thence
Southeasterly on a straight line to a point on the East line
of said Section 35, said point being 1,320 feet North of the
Southeast corner of said Section 35; thence Easterly on a
straight line to a point on the East line of Section 36,
Township 1 North, Range 1 West, 1,320 feet North of the
Southeast corner of said Section 36; thence Southeasterly on
a straight line to the East quarter corner of Xxxxxxx 0,
Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence Southerly along the
East line of said Section 6 and the West line of Section 8,
Township 1 South, Range 1 East, to the West quarter cornet of
said Section 8; thence Southeasterly on a straight line to
the center of Section 17, Township 1 South, Range 1 East;
thence Southeasterly on a straight line to the center of
Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence Easterly
along the East-West mid-section line of said Section 21 and
the East-West mid-section line of Section 22, Township 1
South, Range 1 East, to the center of said Section 22; thence
Southeasterly on a straight line to the Northwest corner of
Section 26, Township 1 South, Range 1 East;
15
Article II - Section B
thence Easterly along the North line of said Section 26 to
the Northeast corner of said Section 26; thence Southeasterly
on a straight line to the Southeast corner of Section 25,
Township 1 South, Range 1 East; thence Southeasterly on a
straight line to the center of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx,
Xxxxx 0 Xxxx; thence Southerly along the North-South
midsection line of said Section 31 to the South quarter
corner of said Section 31; thence Southeasterly on a straight
line to the center of Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 0
Xxxx; thence Southerly along the North-South mid-section line
of said Section 6 and along the North-South mid-section line
of Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 2 East, to the South
quarter corner of said Section 7; thence Easterly along the
South line of said Section 7 and along the North line of
Section 17, Township 2 South, Range 2 East, to the North
quarter corner of said Section 17; thence Southeasterly on a
straight line to the center of Section 16, Township 2 South,
Range 2 East; thence Southeasterly on a straight line to the
North quarter corner of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0
Xxxx; thence Southeasterly on a straight line to the West
quarter corner of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx;
thence Southeasterly on a straight line to the North quarter
corner of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence
Southeasterly on a straight line to the East quarter corner
of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence
Southeasterly on a straight line to the South quarter corner
of Section 30, Township 2 South, Range 3 East thence
Southerly along the North-South mid-section line of Section
31, Township 2 South, Range 3 East, to the South quarter
corner of said Section 31, said point being designated as "M" "M"
on Exhibit 1; thence Southeasterly on a straight line to the
center of Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence
Southeasterly on a straight line to the North quarter corner
of Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence
Southeasterly on a straight line to the center of Section 10,
Township 3 South, Range 3 East; thence Southeasterly on a
straight line to the North quarter corner of Xxxxxxx 00,
Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence Southeasterly on a
straight line to the center of Section 13, Township 3 South,
Range 3 East; thence Southeasterly on a straight line to the
Southeast corner of said Section 13; thence
16
Article II - Section B
Southeasterly on a straight line to the East quarter corner
of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence
Northeasterly on a straight line to the Northeast corner of
Section 20, Township 3 South, Range 4 East; thence
Northeasterly on a straight line to the East quarter corner
of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence
Easterly along the East-West mid-section line of Section 15,
Township 3 South, Range 4 East, to the East quarter corner of
said Section 15; thence Easterly along the East-West
mid-section line of Section 14, Township 3 South, Range 4
East, to the East quarter corner of said Section 14; thence
Southeasterly on a straight line to the Southeast corner of
Section 13, Township 3 South, Range 4 East; thence
Southeasterly on a straight line to the East quarter corner
of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence
Easterly along the East-West mid-section line of Section 20,
Township 3 South, Range 5 East, to the East quarter corner of
said Section 20; thence Easterly along the East-West
mid-section line of Section 21, Township 3 South, Range 5
East, to the center of said Section 21; thence Southeasterly
on a straight line to the East quarter corner of Xxxxxxx 00,
Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence Southeasterly on a
straight line to the East quarter corner of Xxxxxxx 00,
Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence Southeasterly on a
straight line to the Southeast corner of Section 35, Township
3 South, Range 5 East, said point being designated as "N" on "N"
Exhibit 1; thence Easterly along the South line of Township 3
South to its intersection with the East line of Range 10
East, the point of beginning, same said point being
designated as "A" on Exhibit 1; a map or plat of which is "A"
attached hereto as Exhibit 1 and by reference made a part of
this Agreement.
(Note 1. Arizona Canal as now located is being
surveyed and monumented, and upon the
completion of such survey and its
acceptance by the parties hereto such
survey shall become a part hereof by
reference.)
17
Article II - Section B
2. Eastern Area.
(a) The District shall have the exclusive right, insofar as the Company
is concerned, to provide the full electric power and energy requirements within
the "Eastern Area", described in subparagraph (b) of this Paragraph 2, as
follows:
(1) District shall have the right to make direct sales to
the customer for all mining, milling and smelting
operations and related exploring operations not now served
by the Company, it being understood that oil or gas
drilling, pumping and production do not constitute mining,
milling and smelting operations and related exploring
operations. The electric power and energy furnished by the
District to the customer under this subparagraph (1) shall
be sold for use by the customer for such operations and
auxiliary loads pertinent to these operations, including
domestic and commercial uses by the employees, officials,
tenants, licensees and agents of the customer and of any
company and/or corporation controlled by such customer, if
such auxiliary loads are supplied through the same
delivery point or points as such mining, milling and
smelting operations and related exploring operations. The
District may permit electric power and energy so furnished
to be resold by the customer only for such operations and
auxiliary loads as are allocated to the District by
subparagraphs (1) and (2) of this Paragraph 2 (a),
provided, that in future contracts with customers in the
Eastern area, exclusive of extensions and renewals of
existing contracts, the District will not permit resale
for domestic and commercial uses.
18
Article II - Section B
(2) District shall have the right to make direct sales to
the customer for all mineral or metal processing
operations not now served by the Company, other than those
included in subparagraph (1) of this Paragraph 2 (a). The
electric power and energy furnished by the District to the
customer under this subparagraph (2) shall be sold for use
by the customer for such operations and auxiliary loads
pertinent to these operations, including domestic and
commercial uses by the employees, officials, tenants,
licensees and agents of the customer and of any company
and/or corporation controlled by such customer, if such
auxiliary loads are supplied through the same delivery
point or points as such mineral or metal processing
operations. The District may permit electric power and
energy so furnished to be resold by the customer only for
such operations and auxiliary loads as are allocated to
the District by subparagraphs (1) and (2) of this
Paragraph 2 (a), but will not in any case permit resale
for domestic or commercial purposes. The District's right
to make the sales provided for by this subparagraph (2)
shall be limited to the periods during which such mineral
or metal processing operations are owned or controlled by
the same exploring, mining, milling or smelting customer
owning or controlling operations served by the District
under the provisions of subparagraph (1) of this Paragraph
2 (a) and principally involve the use or processing of
minerals or metals mined, milled, or smelted by such
customer.
(3) The District shall have the right to make sales to the
Company for the Company's use and for resale by the
Company to all customers and for all types of load not
allocated to the District for direct sale in the preceding
sub-paragraphs (1) and (2) of this paragraph 2 (a),
subject, however, to the following exceptions:
19
Article II - Section B
(i) At Globe and Miami, Arizona, Company shall have the
right to use its generating facilities presently
there located;
(ii) If, in accordance with Paragraph 4, Section A of
Article III, the District shall not supply certain
power to the Company in the Eastern area, the Company
shall have the right to utilize electric power and
energy from sources other than the District, as
provided for in said Paragraph 4;
(iii) If, any or all of the power contracts agreed to be
entered into in Paragraphs 1, 2, 3 and 4 of Section A
of Article III are terminated, the Company shall have
the right to utilize electric power and energy from
sources other than the District for the power
requirements provided for in any of the said
contracts so terminated.
The utilization by the Company of power from sources other
than the District as provided for in exceptions (i), (ii) and
(iii) of this subparagraph (3) shall not alter, amend or
affect the District's exclusive right to serve the customers
and the load allocated to it by this Paragraph 2 (a) other
than as provided for in such exceptions.
(b) The "Eastern area" as such phrase is herein used shall include all
that territory within the following described boundaries:
Beginning at the Southeast corner of Section 36, Township 3
South, Range 10 East, Gila and Salt River Base and Meridian, at the
intersection of the South line of Township 3 South with the
20
Article II - Section B
East line of Range 10 East, said point being designated as
"A" on Exhibit 2; thence Easterly along the said South line "A"
of Township 3 South to its intersection with the East line of
Range 12 East, being the Northwest corner of Section 6,
Township 4 South, Range 13 East; thence Southerly along the
West line of said Section 6 for a distance of 1,980 feet;
thence following more or less the course of the Gila River;
more fully described as follows:
Beginning at same said point on the West line of
Section 0, Xxxxxxxx 0 Xxxxx, Xxxxx 13 East, 1,980 feet South
of the Northwest corner of said Section 6; thence Easterly
and parallel to the North line of said Section 6 and
continuing Easterly and parallel to the North line of Section
5, Township 4 South, Range 13 East, to a point on the
North-South mid-section line of said Section 5; thence
Southeasterly on a straight line to a point on the East line
of said Section 5, said point being 1,320 feet North of the
Southeast corner of said Section 5; thence Easterly and
parallel to the South line of Section 4, Township 4 South,
Range 13 East, for a distance of 1,320 feet; thence
Northeasterly on a straight line to the center of said
Section 4; thence Southeasterly on a straight line to a point
on the West line of Section 10, Township 4 South, Range 13
East, 1,320 feet South of the Northwest corner of said
Section 10; thence Northeasterly on a straight line to a
point on the North line of said Section 10, said point being
1,320 feet West of the Northeast corner of said Section 10;
thence Southeasterly on a straight line to a point on the
West line of Section 00, Xxxxxxxx 0 Xxxxx, Xxxxx 13 East, 900
feet South of the Northwest corner of said Section 11; thence
Easterly and parallel to the North line of said Section 11 to
the North-South mid-section line of said Section 11; thence
Northeasterly on a straight line to a point on the West line
of Section 0, Xxxxxxxx 0 Xxxxx, Xxxxx 13 East, 330 feet North
of the Southwest corner of said Section 1; thence
Southeasterly on a straight line to a point 1,320 feet West
and 900 feet South of the Northeast corner of Section 12,
Township 4 South, Range 13 East; thence Northeasterly on a
straight line to the Northeast corner of said Section 12;
thence Easterly along the South line of Section 6, Township 4
South, Range 14 East, to the
21
Article II - Section B
South quarter corner of said Section 6; thence Southerly
along the North-South mid-section line of Xxxxxxx 0, Xxxxxxxx
0 Xxxxx, Xxxxx 14 East, to the center of said Section 7;
thence Southeasterly on a straight line to a point on the
East line of Section 00, Xxxxxxxx 0 Xxxxx, Xxxxx 14 East, 660
feet South of the Northeast corner of said Section 18; thence
Southeasterly on a straight line to a point on the South line
of Section 17, Township 4 South, Range 14 East, 1,320 feet
West of the Southeast corner of said Section 17; thence
Southeasterly on a straight line to the South quarter corner
of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 00 Xxxx; thence
Southerly along the North-South mid-section line of Section
28, Township 4 South, Range 14 East, and along the
North-South mid-section line of Section 33, Township 4 South,
Range 14 East, to a point 330 feet South of the North quarter
corner of said Section 33, said point being designated as "H" "H"
on Exhibit 2; thence Easterly on a straight line through said
Section 33 and Section 34, Township 4 South, Range 14 East,
to a point on the West line of Section 00, Xxxxxxxx 0 Xxxxx,
Xxxxx 14 East, 330 feet South of the Northwest corner of said
Section 35; thence Southeasterly on a straight line to a
point on the South line of said Section 35, said point being
1,320 feet West of the Southeast corner of said Section 35;
thence Southeasterly on a straight line to a point on the
South line of Section 0, Xxxxxxxx 0 Xxxxx, Xxxxx 14 East, 330
feet East of the South quarter corner of said Section 1;
thence Southeasterly on a straight line to the East quarter
corner of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 00 Xxxx; thence
Easterly along the East-West midsection lines of Sections 7
and 0, Xxxxxxxx 0 Xxxxx, Xxxxx x0 Xxxx, to the center of said
Section 8; thence Southeasterly on a straight line to a point
on the South line of Section 0, Xxxxxxxx 0 Xxxxx, Xxxxx 15
East, 660 feet East of the Southwest corner of said Section
9; thence Southeasterly on a straight line to a point on the
East line of Section 16, Township 5 South, Range 5 East, said
point being 990 feet South of the East quarter corner of said
Section 16; thence Southeasterly on a straight line through
Sections 15 and 22, Township 5 South, Range 15 East, to the
East quarter corner of said Section 22, said point being
designated as "G" on Exhibit 2; thence Easterly along the
East-West mid-sec "G"
22
Article II - Sections B & C
tion line of Section 23, Township 5 South, Range 15 East, to
the center of said Section 23; thence Northerly along the
North-South mid-section line of said Section 23, to its
intersection with the Gila-Pinal County line; thence
Northeasterly following the Gila County line to its
intersection with the center of Black River, said point being
designated as "F" on Exhibit 2; thence Westerly along the "F"
center of the Black River to its intersection with the center
of the Salt River, said point being the confluence of the
Black and White Rivers; thence Westerly along the said center
of the Salt River to its intersection with a point due South
of the Southeast corner of Section 4, Township 3 North, Range
14 East, said point being designated as "E" on Exhibit 2;
thence due South on a straight line to the North line of "E"
Township 2 North, said point being designated as "D" on
Exhibit 2; thence Westerly along said North line of Township "D"
2 North to its intersection with the Gila-Maricopa County
line; thence Southeasterly along the Gila-Maricopa County
line to its intersection with the Maricopa-Pinal County line,
said point being designated as "C" on Exhibit 2; thence
Westerly along the Maricopa-Pinal County line to its "C"
intersection with the East line of Range 10 East, said point
being designated as "B" on Exhibit 2; thence Southerly along "B"
the said East line of Range 10 East to its intersection with
the South line of Township 3 South, the point of beginning,
same said point being designated as "A" on Exhibit 2; a map "A"
or plat of which is attached hereto as Exhibit 2 and by
reference made a part of this Agreement.
SECTION C - Company's Territory, Customers and Load
---------------------------------------
1. Cities, Towns and Miscellaneous Areas Within Salt River Project. The
Company shall have the exclusive right, insofar as the District is concerned, to
provide electric service for all purposes in the following described territory:
(a) Phoenix. All that territory lying within the following described
boundaries:
23
Article II - Section C
Beginning at the Northwest corner of Xxxxxxx 00,
Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx, Xxxx and Salt River Base and
Meridian, said point being designated as "A" on Exhibit 3; "A"
thence Southerly along the West lines of said Section 26 and
Section 35, Township 2 North, Range 2 East, to the Southwest
corner of said Section 35; thence Westerly along the North
line of Section 3, Township 1 North, Range 2 East, to the
North quarter corner of said Section 3; thence Southerly
along the North-South mid-section line of said Section 3 to
the North quarter corner of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx,
Xxxxx 0 Xxxx; thence Westerly along the North lines of said
Section 10 and Section 9, Township 1 North, Range 2 East, to
the Northwest corner of said Section 9, said point being
designated as "B" on Exhibit 3; thence Southerly along the "B"
West line of said Section 9 to the Southwest corner of said
Section 9; thence Easterly along the South lines of said
Sections 9 and 10 to the North quarter corner of Xxxxxxx 00,
Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence Southerly along the
North-South mid-section lines of said Section 15 and Section
22, Township 1 North, Range 2 East, to a point 1,650 feet
North of the South quarter corner of Said Section 22, said
point being designated as "C" on Exhibit 3; thence Easterly "C"
and parallel to the South line of said Section 22 for a
distance of 1,980 feet; thence Northerly and parallel to the
East line of said Section 22 for a distance of 660 feet;
thence Easterly on a straight line to a point on the East
line of said Section 22, said point being 2,310 feet North of
the Southeast corner of said Section 22; thence Easterly on a
straight line to a point on the North-South mid-section line
of Section 23, Township 1 North, Range 2 East, 2,310 feet
North of the South quarter corner of said Section 23; thence
Northeasterly on a straight line to a point on the East line
of said Section 23, said point being 330 feet North of the
East quarter corner of said Section 23; thence Easterly and
parallel to the East-West mid-section line of Section 24,
Township 1 North, Range 2 East, for a distance of 660 feet;
thence Northerly and parallel to the West line of said
Section 24 a distance of 330 feet; thence Easterly and
parallel to the East-
24
Article II - Section C
West mid-section line of said Section 24, a distance of 3,300
feet; thence Southerly and parallel to the East line of said
Section 24, a distance of 330 feet; thence Easterly on a
straight line to a point on the East line of said Section 24,
330 feet North of the east quarter corner of said Section 24;
thence Northeasterly on a straight line to a point on the
North-South mid-section line of Section 19, Township I North,
Range 3 East, 1,980 feet South of the North quarter corner of
said Section 19; thence Easterly and parallel to the North
line of said Section 19, a distance of 1,980 feet; thence
Northerly and parallel to the East line of said Section 19 a
distance of 330 feet; thence Easterly on a straight line to a
point on the East line of Section 19, said point being 1,650
feet South of the Northeast corner of said Section 19, said
point being designated as "D" on Exhibit 3; thence Northerly "D"
along the East line of said Section 19 to a point 990 feet
South of the Northeast corner of said Section 19; thence
Northeasterly on a straight line to a point on the
North-South mid-section line of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx,
Xxxxx 0 Xxxx, 000 feet South of the North quarter corner of
said Section 20; thence Northeasterly to a straight line to
the Northeast corner of said Section 20; thence Southeasterly
on a straight line to a point on the East line of Section 21,
Township 1 North, Range 3 East, 330 feet South of the
Northeast corner of said Section 21; thence Southeasterly on
a straight line to a point on the East line of Section 22,
Township 1 North, Range 3 East, 990 feet South of the
Northeast corner of said Section 22; thence Easterly on a
straight line to a point on the East line of Section 23,
Township 1 North, Range 3 East, 990 feet South of the
Northeast corner of said Section 23, said point being
designated as "E" on Exhibit 3; thence Northeasterly on a "E"
straight line through Sections 24 and 13, Township 1 North,
Range 3 East, to a point on the East line of said Section 13,
said point being 330 feet South of the East quarter corner of
said Section 13; thence Northeasterly on a straight line to a
point on the North-South mid-section line of Section 18,
Township 1 North, Range 4 East, 1,320 feet South of the North
quarter corner of said
25
Article II - Section C
Section 18; thence Easterly on a straight line to a point on
the East line of said Section 18, said point being 1,320 feet
South of the Northeast corner of said Section 18; thence
Northeasterly on a straight line to a point on the
North-South mid-section line of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx,
Xxxxx 0 Xxxx, 000 feet South of the North quarter corner of
said Section 17; thence Northerly along North-South
mid-section lines of said Section 17 and Sections 8 and 5,
Township 1 North, Range 4 East, to center of said Section 5,
said point being designated as "F" on Exhibit 3; thence "F"
westerly along the East-West mid-section lines of said
Section 5 and Section 6, Township North, Range 4 East, and
Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx, to the
intersection of the said East-West mid-section line of
Section 1 with the South right-of-way line of the Grand Canal
as now located (see Note 2); thence Northwesterly along the
said South right-of-way line of the Grand Canal through said
Section 1 and Section 2, Township 1 North, Range 3 East, and
Sections 35 and 34, Township 2 North, Range 3 East, to a
point 660 feet West of the East line of said Section 34, said
point being designated as "G" on Exhibit 3; thence Northerly "G"
and parallel to the East line of said Section 34 and
continuing Northerly and parallel to the East lines of
Sections 27 and 22, Township 2 North, Range 3 East, to a
point in said Section 22 which is 660 feet West of the East
line of said Section 22 and 1,320 feet North of the South
line of said Section 22; thence Westerly along a line
parallel to and 1,320 feet North of the South line of said
Section 22 to a point which is 660 feet East of the West line
of said Section 22; thence Northerly and parallel to the West
line of said Section 22 and continuing Northerly and parallel
to the West lines of Sections 15 and 10, Township 2 North,
Range 3 East, to a point where said line intersects the South
right-of-way line of the Arizona Canal as now located (see
Note 1), said point being designated as "H" on Exhibit 3; "H"
thence Northwesterly along the said South right-of-way line
of the Arizona Canal through said Section 10, and Sections 3
and 4, Township 2 North, Range 3 East, and Sections 33, 32,
29 and 30, Town-
26
Article II - Section C
ship 3 North, Range 3 East, to a point on said South
right-of-way line of the Arizona Canal which is 660 feet West
of the East line of said Section 30, Township 3 North, Range
3 East, said point being designated as "J" on Exhibit 3; "J"
thence Southerly on a line parallel to the East lines of said
Section 30 and Section 31, Township 3 North, Range 3 East,
and continuing Southerly on a line parallel to the East lines
of Sections 6, 7, 18 and 19, Township 2 North, Range 3 East,
to a point on the South right-of-way line of the Grand Canal
as now located (see Note 2); thence Southwesterly along the
said South right-of-way line of the Grand Canal through said
Section 19, Township 2 North, Range 3 East, and Sections 24
and 25, Township 2 North, Range 2 East, to its intersection
with the East line of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0
Xxxx; thence Northerly along the East line of said Section 26
to the Northeast corner of said Section 26; thence Westerly
along the North line of said Section 26 to the Northwest
corner of said Section 26, the point of beginning, same said
point being designated as "A" on Exhibit 3; a map or plat of "A"
which is attached hereto as Exhibit 3 and by reference made a
part of this Agreement.
(Note 1. Arizona Canal as now located is being
surveyed and monumented, and upon the
completion of such survey and its
acceptance by the parties hereto such
survey shall become a part hereof by
reference.)
(Note 2. Grand Canal as now located is being
surveyed and monumented, and upon the
completion of such survey and its
acceptance by the parties hereto such
survey shall become a part hereof by
reference.)
(b) Towns. Areas generally surrounding and including
certain of the towns within the boundaries of the Salt River
Project, as follows:
27
Article II - Section C
(1) Xxxxxxxx. All that territory lying within the the following
described boundaries:
Beginning at the Northwest corner of Section 28,
Township 1 South, Range 5 East, Gila and Salt River Base and
Meridian; thence Easterly along the North lines of said
Section 28 and Section 27, Township 1 South, Range 5 East, to
the Northeast corner of said Section 27; thence Southerly
along the East lines of said Section 27 and Section 34,
Township 1 South, Range 5 East, to the Southeast corner of
said Section 34; thence Westerly along the South lines of said
Section 34 and Section 33, Township 1 South, Range 5 East, to
the Southwest corner of said Section 33; thence Northerly
along the West lines of said Section 33 and said Section 28 to
the Northwest corner of said Section 28, the point of
beginning; a map or plat of which is attached hereto as
Exhibit 4 and by reference made a part of this Agreement.
(2) Xxxxxxx. All that territory lying within the following
described boundaries:
Beginning at a point on the West line of Section 0,
Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx, Xxxx and Salt River Base and
Meridian, 1,320 feet North of the Southwest corner of said
Section 1; thence Easterly and parallel to the South lines of
said Section 1, and Section 6, Township 1 South, Range 6 East,
to a point on the East line of said Section 6, said point
being 1,320 feet North of the Southeast corner of said Section
6; thence Southerly along the East lines of said Section 6,
Sections 7 and 18, Township 1 South, Range 6 East, to a point
1,320 feet North of the Southeast corner of said Section 18;
thence Westerly and parallel to the South lines of said
Section 18 and Section 13, Township 1 South, Range 5 East, to
a point on the West line of
28
Article II - Section C
Section 13, said point being 1,320 feet North of the
Southwest corner of said Section 13; thence Northerly along
the West lines of said Section 13, Section 12, and said
Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx, to a point 1,320
feet North of the Southwest corner of said Section 1, the
point of beginning; a map or plat of which is attached hereto
as Exhibit 5 and by reference made a part of this Agreement.
(3) Glendale. All that territory lying within the following
described boundaries:
Beginning at a point on the North line of Xxxxxxx 0,
Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx, Xxxx and Salt River Base and
Meridian, 660 feet East of the Northwest corner of said
Section 6; thence Easterly along the North lines of said
Section 6 and Section 5, Township 2 North, Range 2 East, to
the Northeast corner of said Section 5; thence Southerly along
the East line of said Section 5 to a point 1,320 feet North of
the Southeast corner of said Section 5; thence Easterly and
parallel to the South line of Section 4, Township 2 North,
Range 2 East, for a distance of 1,320 feet; thence Southerly
and parallel to the West lines of said Section 4 and Section
9, Township 2 North, Range 2 East, to a point in the South
line of Section 9, Township 2 North, Range 2 East, 1,320 feet
East of the Southwest corner of said Section 9; thence
Westerly along the South lines of said Section 9, and Sections
8 and 7, Township 2 North, Range 2 East, to a point 660 feet
East of the Southwest corner of said Section 7; thence
Northerly and parallel to the West lines of said Section 7 and
said Section 6 to a point on the North line of said Section 6,
said point being 660 feet East of the Northwest corner of said
Section 6, the point of beginning; a map or plat of which is
attached hereto as Exhibit 6 and by reference made a part of
this Agreement.
29
Article - Section C
(4) Peoria. All that territory lying within the following
described boundaries:
Beginning at the Northwest corner of Xxxxxxx 00,
Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx, Xxxx and Salt River Base and
Meridian; thence Easterly along the North lines of said
Section 22 and Section 23, Township 3 North, Range 1 East, to
the Northeast corner of said Section 23; thence Southerly
along the East lines of said Section 23 and Section 26,
Township 3 North, Range 1 East, to the Southeast corner of
said Section 26; thence Westerly along the South lines of said
Section 26 and Section 27, Township 3 North, Range 1 East, to
the Southwest corner of said Section 27; thence Northerly
along the West lines of said Section 27 and said Section 22 to
the Northwest corner of said Section 22, the point of
beginning; a map or plat of which is attached hereto as
Exhibit 7 and by reference made a part of this Agreement.
(5) Scottsdale. All that territory lying within the following
described boundaries:
Beginning at the Southwest corner of Xxxxxxx 00,
Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx, Xxxx and Salt River Base and
Meridian; thence Northerly along the West line of said Section
27 to the South right-of-way line of the Arizona Canal as now
located (see Note 1); thence in a Northeasterly direction
along said South right-of-way line of the Arizona Canal
through said Section 27 and Sections 22 and 23, Township 2
North, Range 4 East, to its intersection with the North line
of said Section 23; thence Easterly along the North line of
said Section 23 to the Northeast corner of said Section 23;
thence Southerly along the East lines of said Section 23 and
Section 26, Township 2 North, Range 4 East, to the Southeast
corner of said Section
30
Article II - Section C
26; thence Westerly along the South lines of said Section 26
and said Section 27 to the Southwest corner of said Section
27, the point of beginning; a map or plat of which is attached
hereto as Exhibit 8 and by reference made a part of this
Agreement.
(Note 1. Arizona Canal as now located is being
surveyed and monumented, and upon the
completion of such survey and its acceptance
by the parties hereto such survey shall
become a part hereof by reference.)
(6) Tempe. All that territory lying within the following described
boundaries:
Beginning at a point on the South line of Xxxxxxx 00,
Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx, Xxxx and Salt River Base and
Meridian, 1,320 feet East of the Southwest corner of said
Section 21; thence Northerly and parallel to the West lines of
said Section 21 and Sections 16 and 9, Township 1 North,
Range 4 East, to a point 2,640 feet North of the South line of
said Section 9; thence Easterly and parallel to the South
lines of said Section 9 and Sections 10 and 11, Township 1
North, Range 4 East, to a point 2,640 feet East and 2,640
feet North of the Southwest corner of said Section 11; thence
Southerly and parallel to the West lines of said Section 11
and Sections 14 and 23, Township 1 North, Range 4 East, to a
point on the South line of said Section 23; thence Westerly
along the South lines of said Section 23 and Sections 22 and
21, Township 1 North, Range 4 East, to a point 1,320 feet East
of the Southwest corner of said Section 21, the point of
beginning; EXCEPTING therefrom Block 67 of the original
Townsite of Tempe a map or plat of
31
Article II - Section C
which is attached hereto as Exhibit 9 and by reference made a
part of this Agreement.
(c) Miscellaneous. The following additional miscellaneous areas:
(1) That area near Tempe, Arizona (commonly referred to as the
Xxxxxx Plant Area), particularly described as follows:
Beginning at a point on the North-South midsection
line of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx, Xxxx and
Salt River Base and Meridian, where said mid-section line
intersects the North right-of-way line of the old Tempe-Mesa
Highway; said point being North 0(degree)43' West 1733.35 feet
from the center of said Section 23; thence North 0(degree) 43'
West 44 feet; thence South 85(degree) 19' East 75 feet; thence
North 88(degree) 29' East 100 feet; thence North 80(degree)
17' East 100 feet; thence North 71(degree) 47' East 100 feet;
thence North 64(degree) 10' East 100 feet; thence North
57(degree) 52' East 135 feet; thence North 41(degree) 09' East
485 feet; thence South O(degree) 31' East 552.2 feet to a
point on the North right-of-way line of the old Tempe-Mesa
Highway; thence Westerly along said North right-of-way line to
point of be ginning; a map or plat of which is attached hereto
as Exhibit 10 and by reference made a part of this Agreement.
(2) The following described area:
That part of the Northwest quarter of Xxxxxxx 00,
Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx, Xxxx and Salt River Base and
Meridian, now being used for residential purposes, more fully
described as follows:
32
Article II - Sections C & D
Beginning at the center of said Northwest quarter of
Section 10; thence East 900 feet; thence South 185 feet;
thence West 900 feet; thence South 75 feet; thence West 336
feet; thence North 585 feet; thence East 336 feet; thence
South 325 feet to said center of Northwest quarter of Section
10, the point of beginning; a map or plat of which is attached
hereto as Exhibit 11 and by reference made a part of this
Agreement.
2. Other Arizona Areas. The Company shall further have the exclusive
right, insofar as the District is concerned, to provide electric service for all
purposes in all other territory within the State of Arizona except the territory
described in Paragraphs 1 and 2 (b) of Section B of this Article II.
3. Eastern Area. The Company shall have the exclusive right, insofar as
the District is concerned, in the territory described in Paragraph 2 (b),
Section B of this Article II, to supply electric service to all customers and
types of load not allocated to the District in said territory, subject to the
provisions of subparagraph (3) of Paragraph 2 (a), Section B of this Article II,
with respect to the right of the District to supply to the Company its
requirements of electric power and energy for use and for resale in said
territory.
SECTION D - Exceptions and Reservations
---------------------------
Notwithstanding the allocation of territory, customers and types of
load contained in this Agreement, the following exceptions and reservations are
acknowledged and agreed to and service of electric power and energy under such
exceptions and reservations may be made as hereinafter particularly provided,
and such service shall not be in violation of this Agreement:
1. Own Facilities and Installations. Each party hereto may serve its
own facilities and installations with electric power and energy, regardless of
the location of such facilities and installations. By "facilities and
installations", the parties hereto mean all power plants, substations, water
pumps and pumping plants, office buildings, shops
33
Article II - Section D
and related facilities owned and/or operated by or on behalf of the Company or
the District, and used by the parties in performing their normal functions,
except that any facilities and installations leased by one party to the other
shall, for the purposes of this Section, be deemed to be facilities and
installations of the lessee.
2. Salt River Valley Water Users' Association. The District may serve
the facilities and installations of the Salt River Valley Water Users'
Association with electric power and energy, regardless of the location of such
facilities and installations. By "facilities and installations", the parties
hereto mean all substations, water pumps and pumping plants, office buildings,
shops and related facilities owned and/or operated by or on behalf of the
Association and used by the Association in performing its normal functions.
3. Roosevelt Irrigation District. The District may serve electric power
and energy to the Roosevelt Irrigation District for the purpose of pumping water
within the boundaries of the Salt River Project pursuant to that certain
contract between the Roosevelt Irrigation District and the Salt River Valley
Water Users' Association, dated February 12, 1927, as amended.
4. Gila River Reservation Contract of 1907. In the event service is
lawfully required under the terms of that certain agreement between the United
States of America and the Salt River Valley Water Users' Association, executed
by the Secretary of the Interior on behalf of the United States of America on
the 3rd day of June 1907, the District may provide such service to the extent
required by such contract.
5. Kennecott Copper Corporation. Notwithstanding the fact that
Kennecott Copper Corporation may sell or deliver a portion of the electric power
and energy purchased by it from District to Ray Electric and Telephone Company
or its successors for resale in the towns of Ray, Hayden, Sonora and Xxxxxx,
Arizona, such sale or delivery by District to Kennecott Copper Corporation shall
not constitute a violation of this Agreement.
34
Article II - Section D
6. Indian Service Standby Agreement. In its letter dated July 2, 1954,
the District has proposed a contract among the District, the Bureau of Indian
Affairs of the United States of America and Kennecott Copper Corporation,
covering mutual standby arrangements pursuant to which the only delivery of
electric power and energy from District's system into territory allocated to the
Company is to be the furnishing of standby service on a mutual basis for the
protection of the service on the Bureau of Indian Affairs 69 kilovolt system
through the Hayden interconnection point, together with any wheeling
arrangements required to effectuate such emergency standby. Deliveries under
such contract shall not constitute violation of this Agreement.
7. Existing Arrangements with Arizona Power Authority.
(a) 30,000 kw Contract between Company and Arizona Power Authority.
under the terms of a letter of intent dated April 30, 1953, the Company has
agreed to sell up to 30,000 kw of power to the Arizona Power Authority.
Deliveries of power and energy under the contract to be entered into between the
Company and the Authority pursuant to said letter of intent shall not constitute
a violation of this Agreement.
(b) Standby Arrangements. Under the terms of the contract between the
Arizona Power Authority and the Company dated April 30, 1953, the parties
thereto agreed to provide for reciprocal emergency assistance or standby during
outages of facilities of the parties to said contract. Deliveries of power and
energy for such purposes under such contract shall not constitute a violation of
this Agreement.
8. Off-Peak Energy Sales. Each of the parties hereto may sell off-peak
energy to the Arizona Power Authority pursuant to the terms of the proposals of
each party to the Arizona Power Authority by letters dated October 27, 1954, and
the respective acceptances of Arizona Power Authority to each dated November 1,
1954, or in accordance with any formal written agreement, which from time to
time may be made in
35
Article II - Section D
conformity with the terms of such letter proposals and acceptances, regardless
of where such energy is sold or ultimately consumed.
9. Future Sales to Public Agencies. Recognizing that under various
circumstances it may neither be practicable nor be in the public interest for
Arizona Power Authority and United States Department of Interior, Bureau of
Reclamation, in purchasing power and energy from either of the parties hereto,
to be subject to restrictions arising from this Agreement, it is agreed that
each party hereto may hereafter enter into contracts with and make sales of
power and energy to Arizona Power Authority and Bureau of Reclamation without
limitations, insofar as the other party hereto is concerned, as to where such
power and energy may be sold or where it may ultimately be consumed.
10. Boundary Customers. In the event that any single premises of a
customer shall be situated partly in the territory allocated to the Company and
partly in the territory allocated to the District, electric power and energy may
be sold to such customer by either party at the option of the customer, provided
that the delivery point is located on such premises and within the territory of
the supplier, and provided further, that there be no consumption of any such
power and energy other than by such customer on such premises. In such case,
delivery of any such power and energy by one party which may be used by the
customer within the territory of the other party shall not be deemed a violation
of this Agreement. For the purposes of this provision, the term "premises" shall
be defined as all buildings and/or grounds of a customer which are contiguous
and which normally would be supplied from one delivery point, and the term
"delivery point" shall mean the point at which the electric facilities of the
supplier attach to those of the customer.
Neither party will, upon the relocation of a delivery point into its
territory, undertake service theretofore rendered by the other party
36
Article II - Section D
under the foregoing conditions unless the relocation of the delivery point has
become advisable, upon the basis of proper and usual engineering practices, due
to a change in the amount of load, the location of load, or other engineering or
operating factors relating to the electric consumption by the customer. Whether
such relocation has so become advisable by reason of the foregoing factors shall
be determined by the party to whose territory the delivery point is to be moved
but such party shall not make such determination arbitrarily or capriciously and
shall submit to the other party prior to the undertaking of service the facts
and data upon which such determination was based.
Whenever service is initiated by a party hereto to such a customer, and
conditions thereafter shall change so that any of the requirements above set
out, are no longer met, service to such premises and/or any new premises created
by such change shall be rendered in conformity with the provisions of this
Agreement including the provisions of this Paragraph 10 or shall constitute a
violation of this Agreement.
11. Miscellaneous. It is recognized that there may be instances where
it would be in the interests of the public and of the parties hereto to have
electric power and energy delivered by one party for use or consumption in the
territory or by customers or for a type of load allocated to the other party.
Any such deliveries shall not be a violation of this Agreement if made by one
party with the written consent and approval of a representative of the other
party authorized by its Board of Directors to sign such consents and approvals.
Such written consent and approval shall be given in cases where such other party
is unable or unwilling to supply service but the giving of such consent and
approval may be conditioned upon reasonable terms and conditions under which
such other party may at some future time take over the supply of electric
service to the customer or customers involved and acquire ownership of
facilities installed for such services at their original cost less book
depreciation.
37
Article II - Section E
SECTION E - Transfer of Facilities
----------------------
It is recognized that by virtue of the terms of this Agreement and the
reallocation of territory and customers between the parties, certain territory
and customers now served by the District will be served in the future by the
Company, and certain territory and customers now served by the Company will be
served in the future by the District.
1. Upon written request by the District, the Company will discontinue
providing electric service in areas presently served by the Company that are
within the territory allocated to the District in Paragraph I of Section B of
this Article II, and the District will thereupon provide the electric service so
discontinued; and concurrently therewith Company will sell and District will buy
facilities and installations within such areas that in Company's judgment are no
longer needed by it.
The parties have heretofore agreed upon and designated those of Com
pany's facilities and installations which were in place within such areas as of
November 30, 1954, and which are to be transferred to District hereunder. The
price for the facilities of Company to be transferred to District hereunder
shall be $67,063.15, plus the original cost installed of any other facilities
finally transferred which shall have been installed after the 30th day of
November, 1954, and prior to the date of transfer, and less the appraised value
of any facilities of Company which were included in the amount above set out and
which shall have been removed from said areas during such period. The amounts of
such additions and subtractions shall be determined by a competent person
selected by mutual agreement of the parties who shall determine said amounts
from, available records and if advisable verify them by suitable field checks.
The cost of such determination shall be paid by the Company and shall be
included in the price for the facilities.
2. Upon written request by the Company, the District will discontinue
providing electric service in areas and to customers presently served by the
District that are hereby allocated to the Company, and the Company will
thereupon provide the electric service so discontinued.
Excepting the District's 115 KV transmission line extending from the
vicinity of Xxxxxxxx Junction, Arizona, to the vicinity of Coolidge, Arizona,
and the District's Blackwater Substation located in the vicinity of Coolidge,
Arizona, the District, concurrently with the discontinuance of service, will
38
Article II - Section E
sell and the Company will buy all District facilities and installations within
territory allocated to the Company that in District's judgment are no longer
needed by it. Similarly the District will sell and the Company will buy the
facilities and installations in the Eastern area which in District's judgment
are no longer needed by it and which were theretofore used sorely for serving
customers to whom service is so discontinued.
The parties have heretofore agreed upon and designated those of
District's facilities and installations which were in place within such areas as
of November 30, 1954, and which are to be transferred to Company hereunder. The
price for the facilities of District to be transferred to Company hereunder
shall be $1,304,926.27, plus the original cost installed of any other facilities
finally transferred which shall have been installed after the 30th day of
November, 1954, and prior to the date of transfer, and less the appraised value
of any facilities of District which were included in the amount above set out
and which shall have been removed from said areas during such period. The
amounts of such additions and subtractions shall be determined by a competent
person selected by mutual agreement of the parties who shall determine said
amounts from available records and if advisable verify them by suitable field
checks. The cost of such determination shall be paid by the District and shall
be included in the price for the facilities.
3. Upon the sales of the facilities hereinabove referred to by the
District or the Company, the seller shall execute and deliver appropriate bills
of sale and/or deeds transferring to the other party the facilities and/or land
so being sold, and shall, in addition, transfer by quit claim, deed or such
other instrument or instruments as the parties may deem proper, such
transferable licenses, leases, permits, easements or rights of way as the seller
shall have for and in connection with such facilities so being sold, and shall
give purchaser any necessary easements for such transferred facilities located
on land owned by seller.
4. Upon the transfer of territory, customers or facilities, the parties
will make reasonable arrangements covering refundable line advances, security
deposits, accounts receivable, unbilled revenue, transfer of records,
prepayments, cut-over schedules and other matters in connection with the
territory facilities and customers being transferred.
39
Article III - Section A
ARTICLE III
-----------
POWER CONTRACTS
---------------
This Agreement shall not become effective and binding until the
execution by the parties hereto of the proposed power contract or contracts
between the District and the Company referred to in Sections A and D of this
Article III. The contracts referred to in this Article III, which may or may not
be embodied in a single instrument, shall embody substantially the matters
hereinafter set forth, and for the purpose of identification the power contracts
herein agreed to be entered into shall, upon becoming effective, be attached to
this Agreement.
SECTION A - Territory Equivalent Power Contracts
------------------------------------
1. Superior Area. The District will agree to sell and the Company will
agree to buy the equivalent of all the electric power necessary for the present
and future use and resale requirements of the Company in Superior, Arizona, and
vicinity, delivered at the District's Superior Substation or such other point,
or points, of delivery as may be agreed upon, with initial delivery to be made
on the date specified in the power contract embodying these terms, and at a
price to be mutually agreed upon and incorporated into the power contract.
2. Globe-Miami Area. The District will agree to sell and the Company
will agree to buy the equivalent of all of the electric power necessary for the
present and future use and resale requirements of the Company in the area of
Globe and Miami, Arizona, and vicinity, in excess of any power output from
Company's present generating units located in said area. The electric power
herein referred to may initially be delivered at 25 cycles at Company's Miami
Diesel Generating Station or such other delivery point or points as may be
agreed upon, at a price, time and rate of delivery to be mutually agreed upon
and incorporated into the power contract. In the event District shall in the
future find it advisable in fulfilling its obligations in the area to reduce or
discontinue delivery of 25 cycle power at the Globe-Miami delivery point,
40
Article III - Section A
District may submit to Company a proposal under which it will substitute 60
cycle delivery, in which event the parties shall proceed to effect arrangements
for such 60 cycle supply in accordance with the provisions of Paragraph 4 of
this Section A. ln the event such 60 cycle supply shall substitute in whole for
the 25 cycle supply provided for in this Paragraph 2, the power contract
providing for such 25 cycle supply shall be of no further force and effect.
3. Winkelman Area. The District will agree to sell and the Company will
agree to buy the equivalent of all the electric power necessary for the present
and future use and resale requirements of the Company in Winkelman, Arizona, and
vicinity, at a price, point, time and rate of delivery to be mutually agreed
upon and incorporated into the power contract.
4. Other Power Requirements in the Eastern Area. The District will
agree to sell and the Company will agree to buy the equivalent of all of the
electric power and energy necessary for future use and resale requirements of
the Company in portions of the Eastern area other than those described in
Paragraphs 1, 2 and 3 of this Section A, and for requirements of Company in the
Globe-Miami area in addition to or in lieu of the initial 25 cycle delivery for
such area provided for in Paragraph 2 of this Section A, and in reference to
such requirements the power contract shall, among other things, provide for the
following matters:
(a) Proper and reasonable notice of such requirements shall be
given by Company to District.
(b) District shall submit a proposal to Company within a
reasonable time stating terms, conditions, method and price
under which it will supply such requirements.
(c) If such proposal is not acceptable to the Company and the
method of supply shall be in dispute between the parties, such
dispute as to method of supply shall be sub-
41
Article III - Section A
mitted to arbitration and the decision of the arbitration
board shall be binding upon the parties in subsequent
negotiations relating to price, terms and conditions for the
particular additional requirement then under consideration,
subject to the provisions of paragraph (g) hereunder.
(d) In determining the most economically sound method of supply
for such additional requirements, the arbitration board shall
give proper consideration, among other things, to District's
responsibilities for supplying the current and future power
requirements of the Eastern area and for providing a
transmission system for such supply, and shall also give
consideration to Company's responsibilities in the area and
the adequacy and reliability of the method to be selected and
the suitability of the selected method for future power supply
to Company at the requested location or at other locations in
the Eastern area.
(e) A method of supply having been agreed upon by the parties or
selected by the arbitration board, the parties shall then seek
to agree upon a price and related conditions applicable to the
method of supply so agreed upon or selected.
(f) If the parties shall fail to agree on the price to be charged
for the supply of such additional requirements by the agreed
upon or selected method, either party may demand arbitration
and the arbitration board will be asked to determine whether
District's cost is less than Company's cost, and if so to
determine a price for such supply which is midway between such
costs of District and Company. As used in this Paragraph 4,
"cost" shall include the elements normally used in arriving at
cost in the utility industry which shall be particularly
provided in the power contracts here agreed to be entered
into.
42
Article III - Section A
(g) The findings of the arbitration board or boards under
subparagraphs (c) and (f) above shall be binding upon both
parties, provided, however, that District shall not be bound
to use the identical method agreed upon or selected by the
arbitration board but may provide such supply by a method
superior to the agreed upon or selected method.
(h) If the arbitration board determines that no such price,
meeting the criteria of subparagraph (f) of this Paragraph 4,
is possible, it shall state Company's cost found under said
subparagraph, and the parties shall then proceed as follows:
(1) Resume negotiations in an effort to reach agreement.
(2) If agreement is not reached within a reasonable time,
District may, at its election, supply service by the
agreed upon or selected method or a superior method,
at Company's cost as found by the arbitration board,
or if District does not so supply such service, then
(3) Company shall have the right to obtain service at the
requested location from any other sources then
available to Company, provided, however, that Company
shall not be released from its obligation to buy
equivalent power, such equivalent power to be sold
and purchased at established prices and points of
delivery as provided for in the power contract or
contracts or, if the parties should agree otherwise,
at other prices, points, times and rates of delivery.
5. Marinette Area. The District will agree to sell and the Company will
agree to buy the equivalent of all of the electric power necessary for present
and future use and resale requirements of Company in an area herein referred to
as the Marinette area of Maricopa County, Arizona, and presently served by the
District, such area or territory being included within the following described
boundaries:
43
Article III - Section A
Beginning at the Northwest corner of Section 0, Xxxxxxxx 0
Xxxxx, Xxxxx 0 Xxxx, Xxxx and Salt River Base and Meridian; thence
Easterly along the North line of Township 4 North to the Northeast
corner of Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence Southerly
along the East line of Range 1 East to its intersection with the North
right-of-way line of the Arizona Canal as now located (see Note 1);
thence Northwesterly along the said North right-of-way line of the
Arizona Canal to a point 660 feet East of the West line of Xxxxxxx 0,
Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence Northerly and parallel to the
West line of said Section 1 to a point more or less in the center of
Skunk Creek, said point being 800 feet South of the North line of said
Section 1; thence Southwesterly on a straight line to a point on the
West line of said Section 1, said point being 900 feet South of the
Northwest corner of said Section l; thence Southwesterly on a straight
line to a point 660 feet West and 600 feet North of the East quarter
corner of Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence
Southwesterly on a straight line to a point 660 feet East and 200 feet
South of the center of said Section 2; thence Southwesterly on a
straight line to a point 800 feet West and 850 feet North of the South
quarter corner of said Section 2; thence Westerly and parallel to the
South line of said Section 2 to a point 1,000 feet East of the West
line of said Section 2; thence Southwesterly on a straight line to a
point on the South line of said Section 2, said point being 800 feet
East of the Southwest corner of said Section 2; thence Southwesterly on
a straight line to a point on the West line of Xxxxxxx 00, Xxxxxxxx 0
Xxxxx, Xxxxx 0 Xxxx, 000 feet South of the Northwest corner of said
Section 11; thence Southwesterly on a straight line to a point 660 feet
East and 350 feet North of the Southwest corner of Xxxxxxx 00, Xxxxxxxx
0 Xxxxx, Xxxxx 0 Xxxx; thence Southwesterly on a straight line to a
point 660 feet East and 660 feet North of the South quarter corner of
Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence Southwesterly on a
straight line to the center of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0
Xxxx; thence Southwesterly on a straight line to a point 660 feet East
and 1,320 feet South of the Xxxxxxxxx xxxxxx xx Xxxxxxx 00, Xxxxxxxx 0
Xxxxx,
00
Article III - Section A
Range 1 East; thence Southwesterly on a straight line to the Southwest
corner of said Section 28; thence Southwesterly on a straight line to a
point on the East-West mid-section line of Section 32, Township 3
North, Range 1 East, 1,320 feet West of the East quarter corner of said
Section 32; thence Southerly on a straight line to a point 1,320 feet
West and 1,320 feet South of the Northeast corner of Xxxxxxx 0,
Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence Southwesterly on a straight line
to the center of said Section 5; thence Southerly along the North-South
mid-section line to the South quarter corner of said Section 5; thence
Southwesterly on a straight line to a point on the North line of
Section 18, Township 2 North, Range 1 East, 1,320 feet West of the
Northeast corner of said Section 18; thence Southwesterly on a straight
line to a point on the East-West mid-section line of said Section 18,
said point being 1,320 feet East of the West quarter corner of said
Section 18; thence Southwesterly on a straight line to the Southwest
corner of said Section 18; thence Northerly along the West line of
Range 1 East to the Northwest corner of Xxxxxxx 0, Xxxxxxxx 0 Xxxxx,
Xxxxx 0 Xxxx; thence Westerly along the South line of Township 3 North
to the Southwest corner of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx;
thence Northerly along the West line of Range 1 West to the Northwest
corner of Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence Easterly
along the North line of Township 3 North to the Southwest corner of
Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence Northerly along the
West line of Range l East, to the Northwest corner of Section 6,
Township 4 North, Range 1 East, the point of beginning; a map or plat
of which is attached hereto as Exhibit 12 and by reference made a part
of this Agreement.
(Note 1. Arizona Canal as now located is being surveyed and
monumented, and upon the completion of such survey
and its acceptance by the parties hereto such survey
shall become apart hereof by reference.)
45
Article III - Section A
Such electric power shall be sold and purchased at prices, points,
times and rates of delivery to be mutually agreed upon and incorporated into the
power contract.
6. Camelback Area (North of Camelback Mountain). The District will
agree to sell and the Company will agree to buy the equivalent of all of the
electric power necessary for the present and future use and resale requirements
of Company in an area herein referred to as the Camelback area, located north of
Camelback Mountain, and presently served by the District, such area or territory
being included within the following boundaries:
Beginning at the Northeast corner of Xxxxxxx 00, Xxxxxxxx 0
Xxxxx, Xxxxx 0 Xxxx, Xxxx and Salt River Base and Meridian; thence
Southerly along the East line of said Section 12 to its intersection
with the North right-of-way line of the Arizona Canal as now located
(see Note 1); thence Westerly along the said North right-of-way line of
the Arizona Canal to its intersection with the South line of Xxxxxxx
00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx; thence Westerly along the South
line of said Section 14 and the South line of Section 15, Township 2
North, Range 4 East, to the Southwest corner of said Section 15; thence
Westerly along the South line of Section 16, Township 2 North, Range 4
East, to the Southwest corner of the Southeast quarter of the Southeast
quarter of said Section 16; thence Northerly and parallel to the East
line of said Section 16 for a distance of 660 feet; thence Westerly and
parallel to the South line of said Section 16, more or less along the
ridge of Camelback Mountain, for a distance of 1,980 feet; thence
Northwesterly, more or less along said ridge, on a straight line to a
point on the East-West mid-section line of Section 17, Township 2
North, Range 4 East, said point being 660 feet East of the center of
said Section 17; thence Westerly along the East-West mid-section line
of said Section 17 and along the East-West mid-section line of Section
18, Township 2 North, Range 4 East, to the center of said Section 18;
thence Northerly along the North-South mid-section line of said section
18 and the North-South mid-
46
Article III - Section A
section line of Section 7, Township 2 North, Range 4 East, to the North
line of said Section 7; thence Easterly along the North line of said
Section 7 and continuing Easterly along the North lines of Sections 8,
9, 10, 11 and 12, Township 2 North, Range 4 East, to the Northeast
corner of said Section 12, the point of beginning; a map or plat of
which is attached hereto as Exhibit 13 and by reference made a part of
this Agreement.
(Note 1. Arizona Canal as now located is being surveyed and
monumented, and upon the completion of such survey
and its acceptance by the parties hereto such survey
shall become a part hereof by reference.)
Such electric power shall be sold and purchased at a price, points,
times and rates of delivery to be mutually agreed upon and incorporated into the
power contract.
7. Continuation of Sale of 12,000 KW. The parties hereto will enter
into a contract incorporating therein the present sale of 12,000 kilowatts by
the District to the Company, which said 12,000 kilowatts is sold to the Company
under and by virtue of the provisions of the Agreement of 1922, the Agreement of
1925, and the Agreement of 1928, all as amended, and hereinbefore referred to.
It is agreed that such power contract which will incorporate the provisions of
this Paragraph 7 shall have for its purpose the continuation of a sale of 12,000
kilowatts of power by the District to the Company at a price which is the sum of
(1) demand charge of $1,000 per month, and (2) an energy charge equal to the
energy equivalent of 100% use of the contract demand of 12,000 kilowatts
multiplied by 8 xxxxx ($0.008) per kilowatt-hour, and under substantially the
same conditions as are now in effect with respect to such sale, such sale to
continue until June 1, 1961, at which time the power rate to be charged was to
have been re-determined under provisions of the Agreement of 1928, as amended.
Upon such expiration date of June 1, 1961, 12,000 kilowatts shall be added to
the amount of power to be sold by District to Company as provided for in Section
B
47
Article III - Sections A & B
of this Article III, at the same power rate to be charged, and under the same
terms and conditions as for the sale and purchase of the 50,000 kilowatts of
power referred to in Section B of this Article III. In the event by reason of
unforeseen circumstances such 50,000 kilowatt agreement is not finally
consummated, the power contract covering the sale and purchase of such 12,000
kilowatts shall, instead of expiring on June 1, 1961, continue until June 1,
1978, and on June 1, 1961 and at 5 year intervals thereafter, either party may
determine by written notice given to the other party not less than ninety (90)
days prior thereto that the rate to be charged for such 12,000 kilowatts and
accompanying energy shall be readjusted by mutual agreement or by arbitration as
ma, be provided for in the power contract here agreed to be entered into, and
the rate so determined shall be charged until and unless the rate is again
readjusted in accordance with the terms of this Paragraph 7.
SECTION B - Additional Power Contract
-------------------------
1. The District will agree to sell and the Company will agree to buy
50,000 kilowatts of power to aid Company in supplying its resale requirements in
the territory herein allocated to the Company within the boundaries of the Salt
River Project, at prices, points and rates of delivery to be mutually agreed
upon and incorporated into the power contract.
2. The delivery of said 50,000 kilowatts of power to the Company shall
commence on April 1, 1957, or on the date that the District's steam electric
generating plant of a nominal capacity of 100,000 kilowatts, presently scheduled
for completion in 1957, shall be placed in commercial operation, but not later
than June 1, 1957, unless completion of said plant be delayed beyond June 1,
1957, due to causes beyond the District's control. The parties shall agree that
from time to time the said 50,000 kilowatt contract rate of demand may be
increased at prices, points and rates of delivery to be mutually agreed upon
between the parties.
48
Article III - Section C
SECTION C - General Terms and Conditions
----------------------------
1. Each of the power contracts provided for in Sections A and B of this
Article III shall, with the exception of the contract provided for in Paragraph
7 of said Section A, contain the following general provisions:
(a) Escalator clauses relating to labor, materials, fuel,
insurance, purchased power and taxes to the extent that such
components are or may be a part of the cost of the power to be
sold. Such escalation shall be up or down as changes shall
occur.
(b) Usual and ordinary clauses concerning reliability of power
sold by District.
(c) A provision that contracts shall be of permanent duration,
subject only to District's right of cancellation upon three
years' notice first having been given by District to Company.
(d) A provision that any portion of the power purchased by the
Company which is reduced or cancelled by the District shall
not be recoverable by District except through consent of the
Company.
(e) A provision authorizing mutually agreeable changes in matters
relating to points, times and rates of delivery of power.
(f) A provision that if this Agreement should be terminated or
cease to be effective due to circumstances or events beyond
the control of the parties, the parties hereto agree to
negotiate and to attempt to reach agreement as to such
changes, if any, in the power contracts as are necessitated by
such event, and that if this Agreement shall be terminated by
the Company pursuant to Paragraph 5 of Section A of Article II
hereof due to a voluntary violation by the District, the
Company may terminate any or all the power contracts provided
for in Paragraphs 1, 2, 3, 4, 5 and 6 of Section A of Article
III hereto upon five years' advance notice.
49
Article III - Section C
2. Certain of the power contracts provided for in Sections A and B of
this Article III shall contain additional provisions as follows:
(a) A provision in the power contract or contracts provided for in
Paragraphs 5, 6, and 7 of Section A and Paragraph 1 of Section
B of this Article III that the District shall have the right
to reduce the amount of power agreed to be sold thereunder
upon three years' notice first having been given by District
to Company; provided, that reduction of amounts of power to be
sold to Company pursuant to the contracts provided for in said
Paragraphs 5 and 6 shall not affect the District's obligation
to sell and the Company's obligation to buy the total use and
resale requirements of Company in the areas covered by such
contracts, less the amount of any such reduction.
(b) A provision that the prices for power and energy agreed upon
in the power contract or contracts covering the deliveries
provided for in Paragraphs 1, 2, 3, 5 and 6 of Section A and
in Section B of this Article III, shall be in effect until
June 1, 1987, subject to the escalation and adjustment
provisions included in said contract or contracts. On June 1,
1987, and at thirty year intervals thereafter, the power
contract or contracts referred to in this subparagraph (b)
shall provide for reopening for review of prices, with the
basis for such review being specifically set forth, but
generally limited to bringing prices into line with changing
conditions, power resources and power market prices. The
parties shall agree to arbitration of such prices if mutual
agreement cannot be reached during such review.
(c) A provision that the prices for power and energy agreed upon
in the power contract or contracts covering deliveries
provided for in Paragraph 4 of Section A of this Article III,
shall continue and be in effect as set out in the contracts
covering such deliveries which are hereinafter entered into.
50
Article III - Sections C, D & E
(d) A provision in the contract or contracts covering the Eastern
area that power to be supplied by District to Company at any
point of delivery in such area shall be for use and resale by
the Company only at and in the vicinity of such delivery
point. The term "Vicinity" as here used means an area within
the Eastern area which is or can be served by the Company by
means of an electric distribution system employing electric
circuits of a voltage not higher than 38 kilovolts.
SECTION D - Power Coordination Arrangements
-------------------------------
In addition to the contract or contracts provided for in Sections A and
B of this Article III, the parties will enter into contractual arrangements, on
terms and conditions and for periods to be mutually agreed upon, with respect to
the following matters:
1. Any needed wheeling arrangements relating to the use of transmission
and distribution facilities of either party by the other party or for supply of
electric service to customers of the other party.
2. Provisions for mutual standby and for reciprocal emergency
assistance.
3. Provisions for economy energy interchange and interchange of
spinning reserve capacity.
4. Provisions for interchange of power received by the respective
parties from Xxxxxx Dam, to replace provisions of a similar character in an
agreement dated March 31, 1939, between the parties which is to be cancelled as
provided in Article IV hereof.
SECTION E - Differences and Inconsistencies
-------------------------------------------
In the event any differences or inconsistencies shall exist between the
power contract or contracts as executed and the provisions of this Article III,
the power contract or contracts shall govern.
51
Article III - Section F
Article IV
Article V
SECTION F - Effect of Cancellation of Power Contracts
-----------------------------------------
This Agreement shall continue and remain in force and effect
notwithstanding any reduction of the power to be sold by the District and
purchased by the Company, or the cancellation or termination, for any reason
whatsoever, of any or all of the power contracts xxxx pursuant to this Article
III.
ARTICLE IV
----------
CANCELLATION OF EXISTING
------------------------
AGREEMENTS
----------
1. Territorial Agreements. This Agreement, upon becoming effective,
shall replace and effect a cancellation of all existing territorial agreements
or understandings, whether formal or informal, between the parties hereto.
2. Power Contracts. When this Agreement and the power contracts herein
referred to in Sections A and D of Article III have become binding and all
conditions to which the effectiveness of this Agreement is subject have been
satisfied, all previously existing power contracts between the parties hereto
and their respective predecessors in interest shall be deemed cancelled.
ARTICLE V
---------
THIRD PARTIES NOT TO BENEFIT
----------------------------
Nothing contained in this Agreement shall be construed as authorizing
or giving rise to any right or cause of action on the part of any person not a
party hereto against either or both of the parties hereto.
52
Article VI
ARTICLE VI
----------
EXISTING CONTRACTS FOR SERVICE OF
---------------------------------
ELECTRICAL ENERGY
-----------------
As of the date of transfer of facilities from one party hereto to the
other, as provided in Section E of Article II, the transferring party shall,
where lawfully possible, cancel any existing electric service contracts between
it and customers served by such facilities and allocated to such other party by
virtue of the provisions of this Agreement.
In the event any of such contracts are not lawfully cancellable as of
such date and the customer being served thereunder refuses to consent to such
cancellation, it is agreed that such contract or contracts, where lawfully
assignable, shall be deemed assigned to the party having the right by this
Agreement to provide service to the particular customer.
Nothing herein contained shall require the breach of any existing
binding and irrevocable electric service contract between any party hereto and
any other person or persons, and any such contract or contracts which are
neither cancellable nor assignable shall continue to be performed, and service
to the customer thereunder shall be rendered by the party having contracted to
serve such customer without such service constituting a violation of this
Agreement, until the expiration of such contract or contracts, subject, however,
to the provisions of Paragraph 1 of Article VIII hereof; and provided that upon
the expiration of such contract or contracts, or at the earliest date at which
the said party hereto may cancel, annul or terminate said contract or contracts,
the party which has been serving such customers, pursuant to such contract or
contracts, shall declare such contract or contracts terminated and shall refrain
from serving such customers with electric power and energy.
53
Article VII
Article VIII
ARTICLE VII
-----------
INDEMNITY AGAINST CUSTOMERS' CLAIMS AND
---------------------------------------
COOPERATION IN DEFENDING VALIDITY OF THIS
-----------------------------------------
AGREEMENT AND POWER CONTRACTS
-----------------------------
The party hereto, which, as a result of this Agreement, undertakes
rendition of electric service to any particular customer formerly served by the
other party, shall indemnify and hold the other party harmless against any loss,
liability or damage resulting from such transfer of the electric service
tendered to such customer.
It is further agreed that in the event any third person shall seek to
invalidate this Agreement or the power contracts herein agreed to be entered
into, or shall seek to compel a sale, donation or delivery of electric power and
energy by either party hereto which would constitute a violation of this
Agreement, or if the validity of this Agreement or the power contracts then in
effect shall in any manner be brought into issue in any litigation or
proceeding, then and in such event, prompt notification of such event shall be
given by the party first having knowledge of such event to the other party, and
the parties hereto shall cooperate in defending against such action or
proceeding and in upholding the validity of this Agreement and the said power
contracts.
ARTICLE VIII
------------
STREET LIGHTING
---------------
1. It is recognized that the Company has entered into an agreement to
provide street lighting for the City of Phoenix, Arizona, and that certain of
the streets within the City of Phoenix which require and will require street
lights are within the territory allocated to the District. It is agreed that
until such time as a street lighting contract is entered into between the
District and the City of Phoenix in regard to streets lying within the
District's territory, or until other arrange-
54
Article VIII
Article IX
ments are agreed upon by the parties hereto in regard to lighting such streets,
such streets shall, upon City's request to the Company for lighting of such
streets, be lighted by the District for the account of the Company at the same
rate and under the same terms and conditions provided for in that certain
contract dated August 21, 1951, between the City of Phoenix and the Central
Arizona Light and Power Company relating to City of Phoenix street lighting.
2. Notwithstanding the provisions of Paragraph 10, Section D, Article
II of this Agreement, relating to electric service on or near the territorial
boundaries herein established, each of the parties hereto shall provide all
street lighting service in their respective territories; provided, however, that
where the territorial boundaries herein established are coincident with public
streets or portions of public streets, electric service for street lighting
shall be rendered by the party hereto whose territory lies on the North or East
side of such street or portion thereof; and provided further, that if in unusual
circumstances the foregoing provision does not provide a logical and economic
division of such service, the parties shall agree as to which of them will
render street lighting service along such street or portion thereof.
ARTICLE IX
----------
MISCELLANEOUS COVENANTS
-----------------------
1. The parties hereto represent and covenant, the Company for and as to
itself, and the District for and as to itself, that they are validly existing
entities under the applicable laws of Arizona and that they have full authority
under the laws of Arizona and of the United States to enter into this Agreement
and the power contracts herein referred to, subject only to the satisfaction of
the conditions set out in this Agreement and the said power contracts.
2. The Company covenants and represents that it is a corporation
validly organized and existing under the laws of the State of Arizona, and that
it will from time to time make all such filings and take
55
Article IX
Article X
all such steps as may be necessary under said laws to continue its corporate
existence so long as it is obligated to fulfill the terms of this Agreement and
the power contracts made pursuant thereto.
3. The District covenants and represents that it is an Agricultural
Improvement District validly organized and existing under the laws of the State
of Arizona, and that it will take such steps as may be necessary from time to
time to continue its existence so long as it is obligated to fulfill the terms
of this Agreement and the power contracts made pursuant thereto.
4. It is understood that both parties shall be entitled from time to
time to apply for and receive any certificates, franchises or regulatory
approvals or amendments thereof necessary or appropriate for the rendition of
electric service not in conflict with the terms of this Agreement.
ARTICLE X
---------
TRANSFERS, MERGERS AND ASSIGNMENTS
----------------------------------
1. Neither party shall, without the consent of the other party hereto,
voluntarily donate, sell, lease, transfer or dispose of any operating part or
unit of its electric generation, transmission or distribution system to a third
person for use in the production, sale, transmission or distribution of
electricity, except where use of the part or unit to be sold has been or is to
be discontinued and it is to be removed from the location where it was used,
unless such third person shall be or become bound to the other party hereto:
(a) to observe and abide by the restrictions as to territory and
sales of electric power and energy imposed by the provisions
of this Agreement upon the party hereto effecting such
assignment, transfer or disposition;
(b) to pay liquidated damages and be subject to the same
additional remedies which would be imposed by this Agreement
56
Article X
on the party effecting such assignment, transfer or
disposition, in the event of violation of such territorial and
sales provisions; and
(c) not to sell, lease, donate, transfer or dispose of such part
or unit except upon compliance with the provisions of this
Paragraph 1, and to bind its successors and assigns in turn to
observe the terms, conditions and obligations hereof and to
impose on their successors and assigns the obligation to
comply with the provisions of this Paragraph 1.
Nothing in this Paragraph 1 shall prevent either party from selling or
transferring to the United States or the Arizona Power Authority any facilities
which are now or may be installed to connect with the present transmission
system of the Xxxxxx-Xxxxx Project United States Department of Interior, Bureau
of Reclamation - where:
(a) Such facilities are of the type ordinarily owned by either the
Bureau or the Authority, and
(b) The selling party has previously financed them in whole or in
part for the purpose of facilitating receipt of service, and
(c) Such sale will in no way alter the service area of either
party.
Nothing herein contained shell prevent either party or any successor or
assign thereof from transferring property to another as security pursuant to a
mortgage or deed of trust.
2. The parties hereto further agree that neither the District nor the
Company will voluntarily sell, lease, transfer or dispose of all or
substantially all of their electric generating, transmission and distribution
system to any third person or merge or consolidate with or into any third
person, unless there is included in the instrument or instruments of conveyance,
assignment, transfer or disposition, or into the the agreement or instrument of
merger or consolidation, a provision binding such third person to perform,
observe and carry out the coven-
57
Article X
Article XI
ants, provisions, terms and conditions of this Agreement and of the power
contracts hereinabove referred to and then to effect, and binding all the
successors and assigns of such third person in turn to observe the conditions
hereof and to impose on such successors and assigns the obligations to comply
with the provisions of this Paragraph 2.
3. If all or substantially all of the properties, facilities or
business of either party hereto, its successors or assigns, shall be transferred
or assigned to or vested in another person by operation of law or by any other
means beyond the control of such party, the other party hereto shall have the
option of cancelling and terminating this Agreement and the power contracts made
pursuant hereto which are then in effect, unless within sixty (60) days after
such transfer of properties, facilities or business an assignment or transfer of
this Agreement to the transferee of such properties, facilities or business has
been effected and such transferee has undertaken to perform, observe and carry
out the terms and conditions of this Agreement and of the power contracts
entered into as provided in this Agreement and then in effect and has undertaken
to bind all its successors and assigns, in turn, to observe the conditions
hereof and to impose on such successors and assigns the obligation to comply
with the provisions of this Agreement.
4. Subject to the foregoing provisions and restrictions, this Agreement
shall be binding upon, and inure to the benefit of the parties hereto and their
respective successors and assigns.
ARTICLE XI
----------
RESTRICTIONS ON TERMINATION OF AGREEMENT
----------------------------------------
Other than as provided to Paragraph 5, Section A of Article II, neither
party shall declare or claim this contract terminated because of a violation
thereof.
58
Article XII
Article XIII
Article XIV
ARTICLE XII
-----------
NOTICES
-------
Unless the party addressed shall otherwise consent thereto in writing,
each notice or change of address given pursuant to this Agreement shall be in
writing sent by registered mail, postage prepaid and addressed:
(a) if to the Company, to "The Secretary, Arizona Public Service
Company, Post Office Box 2591, Phoenix, Arizona", or at such
other address as Company shall have last furnished to the
District for that purpose; or
(b) if to District, to "The Secretary, Salt River Project
Agricultural Improvement and Power District, Post Office Box
1980, Phoenix, Arizona", or at such other address as District
shall have last furnished in writing to Company for that
purpose.
ARTICLE XIII
------------
CAPTIONS AND HEADINGS
---------------------
The captions or headings set out in this Agreement have been inserted
merely to facilitate reference and shall have no bearing upon the interpretation
of the provisions of this Agreement.
ARTICLE XIV
-----------
WAIVERS
-------
Any waiver by a party of its rights with respect to a violation of this
Agreement, or with respect to any other matter arising in connection with this
Agreement, shall not be deemed to be a waiver with respect to any subsequent
violation or matter. No delay, short of the statutory period of limitations, in
asserting or enforcing any right hereunder shall be deemed a waiver of such
right.
59
ARTICLE XV
----------
APPROVALS
---------
This Agreement shall not become effective unless, within 180 days after
this Agreement and the power contracts referred to in Sections A and D of
Article III have been executed, the following approvals have been obtained and
the following conditions have been fully complied with:
1. Secretary of Interior. The unqualified written approval of this
Agreement and said power contracts shall have been obtained from the Secretary
of the Interior of the United States of America.
2. Federal Power Commission. An order shall have been obtained from the
Federal Power Commission approving without qualification any feature of this
Agreement as to which such approval is required; and further, within such 180
days the power contracts referred to in Section D of Article III have been duly
filed and have become effective under the rules and regulations of the Federal
Power Commission.
3. Arizona Corporation Commission. An order approving this Agreement
without qualification shall have been obtained from the Arizona Corporation
Commission.
IN WITNESS WHEREOF, the respective parties hereto have caused this
instrument to be executed on their behalf by their duly authorized officers and
their Corporate Seals to be hereunto affixed, all as of the day and year first
above written,
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
By XXXXXX X. XXXXXXX
----------------------------------
ATTEST: President
X.X. XXXXXXX
-----------------------------
Secretary
60
A P P R O V E D :
Jennings, Strouss, Salmon & Xxxxx
By X.X. XXXXXXX, XX.
---------------------------------
Legal Counsel
Salt River Project Agricultural
Improvement and Power District
ARIZONA PUBLIC SERVICE COMPANY
By XXXXXX X. XXXXXXX
----------------------------------
President
ATTEST:
[ILLEGIBLE]
-----------------------------------
Secretary
A P P R O V E D :
Xxxxx & Xxxxxx
By XXXXXXXX X. XXXXXX
---------------------------------
Legal Counsel
Arizona Public Service Company
61
STATE OF ARIZONA )
) ss.
County of Maricopa )
On this the 20th day of September, 1955, before me, Xxx XxXxxxxxx, the
undersigned officer, personally appeared Xxxxxx X. Xxxxxxx, who acknowledged
himself to be the President of the Salt River Project Agricultural Improvement
and Power District, a political subdivision of the State of Arizona, and that
he, as such President being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the Salt
River Project Agricultural Improvement and Power District by himself as
President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
XXX XXXXXXXXX
---------------------------------------
Notary Public
My commission expires:
August 21, 1959.
STATE OF ARIZONA )
) ss.
County of Maricopa )
On this the 20th day of September, 1995, before me, Xxxxx X. Xxxxxxx,
undersigned officer, personally appeared Xxxxxx X. Xxxxxxx, who acknowledged
himself to be the President of Arizona Public Service Company, a corporation,
and that he as such President being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
corporation by himself as President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
XXXXX X. XXXXXXX
---------------------------------------
Notary Public
My commission expires:
June 29, 1959.
62
CERTIFICATE
-----------
The undersigned, X. X. Xxxxxxx, Secretary of the Salt River Project
Agricultural Improvement and Power District thereinafter referred to as the
"District"), hereby certifies that the following is a true and correct copy of a
resolution duly adopted at a special meeting of the Board of Directors of the
District duly held on September 12, 1955, in the office of the District at
Phoenix, Arizona:
WHEREAS, copies of the proposed Agreement, dated August 31,
1955, between Arizona Public Service Company (hereinafter referred to as
the "Company") and the Salt River Project Agricultural Improvement and
Power District (hereinafter referred to as the "District") have been
submitted to this meeting, and
WHEREAS, the Board of Directors of the District deem it to be
in the best interest of the District that it enter into and perform the
said Agreement,
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of
the District hereby approves the proposed Agreement, dated August 31,
1955, between the District and Arizona Public Service Company, and
BE IT FURTHER RESOLVED, that the President and the Secretary
of the District are hereby authorized and directed for and on behalf of
the District to make, execute and deliver the said Agreement in the form
submitted to and approved by the Board of Directors of the District at
this meeting, subject only to such changes therein not affecting the
substance thereof as the President and Secretary of the District may
approve, their execution of the Agreement to be conclusive evidence of
their approval of any such changes.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and affixed
the seal of the District this 20th day of September, 1955.
X.X. XXXXXXX
----------------------------------------
X. X. Xxxxxxx, Secretary
Salt River Project Agricultural
Improvement and Power District
63
SUPPLEMENTAL AGREEMENT
----------------------
THIS SUPPLEMENTAL AGREEMENT, made by and between ARIZONA PUBLIC SERVICE
COMPANY (APS), and SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER
DISTRICT (SRP);
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the parties hereto heretofore entered into an Agreement of
August 31, 1955, providing certain restrictions in regard to areas, customers
and types of electric load to be served by each, including certain sales at
wholesale;
WHEREAS, heretofore in a number of situations involving sales or
deliveries at wholesale of electric power and energy, consents have been given
by one party to the other in regard to such wholesale sales;
WHEREAS, it is deemed advisable to adopt this SUPPLEMENTAL AGREEMENT to
eliminate any need for such consents in the future,
NOW, THEREFORE, BE IT AGREED:
No sale, donation or delivery of electric power and energy at wholesale
by either party shall be deemed to be a violation of the Agreement of August 31,
1955.
IN WITNESS WHEREOF, the respective parties have caused this
Supplemental Agreement to be executed on their behalf this 1st day of December,
1972.
ARIZONA PUBLIC SERVICE COMPANY
By X. X. XXXXXX
----------------------------
President
ATTEST:
WM. X. XXXXXXXX
----------------------------------
Secretary
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
By: XXXX X. XXXX
---------------------------
President
ATTEST:
----------------------------------
Secretary
STATE OF ARIZONA )
) ss
County of Maricopa )
On this, the 1st day of December, 1972, before me, the undersigned
officer, personally appeared X. X. XXXXXX, who acknowledged himself to be the
President of ARIZONA PUBLIC SERVICE COMPANY, a corporation, and that he as such
President, being authorized so to do, executed the foregoing instrument for the
purposes therein contained, by signing the name of the corporation by himself as
President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
XXXXXXX X. XXXXXXX
----------------------------
Notary Public
My commission expires:
My Commission Expires June 14, 1975
-----------------------------------
STATE OF ARIZONA )
) ss
County of Maricopa )
On this, the 1st day of December, 1972, before me, the undersigned
officer, personally appeared XXXX X. XXXX, who acknowledged himself to be the
President of SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, a
political subdivision of the State of Arizona, and that he, as such President,
being authorized so to do, executed the foregoing instrument for the purposes
therein contained by signing the name of the SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT by himself as President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
XXX X. XXXXX
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Notary Public
My commission expires:
My Commission Expires May 3, 1975
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-2-
CERTIFIED COPY OF RESOLUTION
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I, WM. X. XXXXXXXX, Secretary and Assistant Treasurer of ARIZONA PUBLIC
SERVICE COMPANY, an Arizona corporation, HEREBY CERTIFY that, at a meeting of
the Board of Directors of said Company, duly convened and held on November 21,
1972, at which a quorum was present and acting throughout, the following
resolution was adopted and is now in full force and effect:
WHEREAS, Arizona Public Service Company (Company) and Salt
River Project Agricultural Improvement and Power District (Salt River)
have heretofore entered into an Agreement of August 31, 1955, which
contains certain restrictions on wholesale sales, donations or
deliveries of electric power and energy by either; and
WHEREAS, it is deemed advisable at this time that an
appropriate supplemental agreement or amendment be entered into between
the Company and Salt River so as to remove any such restrictions;
NOW, THEREFORE, BE IT RESOLVED that the Company enter into an
appropriate Supplemental Agreement amending the Agreement of August 31,
1955 between the Company and the Sale River Project Agricultural
Improvement and Power District so as to remove all restrictions on
sales, donations or deliveries of electric power and energy at
wholesale by either; and
FURTHER RESOLVED, that the President of the Company, Xxxxxxx
X. Xxxxxx, be and he hereby is authorized and directed, for and on
behalf of the Company, to sign, execute and deliver such written
agreement, supplement or other document or instrument and to make such
filings or take such steps as may be deemed by him to be appropriate to
effectuate the purposes of this resolution.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of said
corporation this 28th day of November, 1972.
WM. X. XXXXXXXX
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Secretary and Assistant Treasurer
AGREEMENT
---------
IT IS HEREBY AGREED between ARIZONA PUBLIC SERVICE COMPANY and the SALT
RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT that the Agreement of
August 31, 1955 between them, and the Power Coordination Agreement of September
15, 1955 between them, became effective on March 13, 1956, on which date the
Arizona Corporation Commission issued an order which satisfied the requirements
of paragraph 3 of Article XV of the Agreement of August 31, 1955, the
requirements of paragraphs 1 and 2 of said Article XV, relating to the Secretary
of the Interior and the Federal Power Commission, respectively, having
theretofore been satisfied.
Dated: May 15th, 1957.
ARIZONA PUBLIC SERVICE COMPANY
By
----------------------------
Vice President
ATTEST:
----------------------------
Assistant Secretary
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
By
----------------------------
President
ATTEST:
----------------------------
Secretary
Exhibit 1
In accordance with Item 304 of Regulation S-T of the Securities
Exchange Act of 1934, Exhibit 1 to Exhibit 10.1 contained in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 is a
map interpreting metes and bounds description of territorial boundary set forth
in Article II, Section B, Paragraph 1, in contract dated ________ 1955 between
the Salt River Project Agricultural Improvement and Power District and the
Arizona Public Service Company.
Exhibit 2
In accordance with Item 304 of Regulation S-T of the Securities
Exchange Act of 1934, Exhibit 2 to Exhibit 10.1 contained in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 is a
map interpreting metes and bounds description of territorial boundary set forth
in Article II, Section B, Paragraph ____, in contract dated ________ 1955
between the Salt River Project Agricultural Improvement and Power District and
the Arizona Public Service Company.
Exhibit 3
In accordance with Item 304 of Regulation S-T of the Securities
Exchange Act of 1934, Exhibit 3 to Exhibit 10.1 contained in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 is a
map interpreting metes and bounds description of territorial boundary set forth
in Article II, Section C, Paragraph 1(a) (Phoenix, Arizona area), in contract
dated August 31, 1955 between the Salt River Project Agricultural Improvement
and Power District and the Arizona Public Service Company.
Exhibit 4
In accordance with Item 304 of Regulation S-T of the Securities
Exchange Act of 1934, Exhibit 4 to Exhibit 10.1 contained in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 is a
map interpreting metes and bounds description of territorial boundary set forth
in Article II, Section C, Paragraph 1(b)(1) (Chandler area), in contract dated
August 31, 1955 between the Salt River Project Agricultural Improvement and
Power District and the Arizona Public Service Company.
Exhibit 5
In accordance with Item 304 of Regulation S-T of the Securities
Exchange Act of 1934, Exhibit 5 to Exhibit 10.1 contained in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 is a
map interpreting metes and bounds description of territorial boundary set forth
in Article II, Section C, Paragraph 1(b)(2) (Gilbert area), in contract dated
August 31, 1955 between the Salt River Project Agricultural Improvement and
Power District and the Arizona Public Service Company.
Exhibit 6
In accordance with Item 304 of Regulation S-T of the Securities
Exchange Act of 1934, Exhibit 6 to Exhibit 10.1 contained in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 is a
map interpreting metes and bounds description of territorial boundary set forth
in Article II, Section C, Paragraph 1(b)(3) (Glendale area), in contract dated
August 31, 1955 between the Salt River Project Agricultural Improvement and
Power District and the Arizona Public Service Company.
Exhibit 7
In accordance with Item 304 of Regulation S-T of the Securities
Exchange Act of 1934, Exhibit 7 to Exhibit 10.1 contained in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 is a
map interpreting metes and bounds description of territorial boundary set forth
in Article II, Section C, Paragraph 1(b)(4) (Peoria area), in contract dated
August 31, 1955 between the Salt River Project Agricultural Improvement and
Power District and the Arizona Public Service Company.
Exhibit 8
In accordance with Item 304 of Regulation S-T of the Securities
Exchange Act of 1934, Exhibit 8 to Exhibit 10.1 contained in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 is a
map interpreting metes and bounds description of territorial boundary set forth
in Article II, Section C, Paragraph 1(b)(5) (Scottsdale area), in contract dated
August 31, 1955 between the Salt River Project Agricultural Improvement and
Power District and the Arizona Public Service Company.
Exhibit 9
In accordance with Item 304 of Regulation S-T of the Securities
Exchange Act of 1934, Exhibit 9 to Exhibit 10.1 contained in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 is a
map interpreting metes and bounds description of territorial boundary set forth
in Article II, Section C, Paragraph 1(b)(6) (Tempe area), in contract dated
August 31, 1955 between the Salt River Project Agricultural Improvement and
Power District and the Arizona Public Service Company.
Exhibit 10
In accordance with Item 304 of Regulation S-T of the Securities
Exchange Act of 1934, Exhibit 10 to Exhibit 10.1 contained in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 is a
map interpreting metes and bounds description of territorial boundary set forth
in Article II, Section C, Paragraph 1(c)(1) (Xxxxxx Plant area), in contract
dated August 31, 1955 between the Salt River Project Agricultural Improvement
and Power District and the Arizona Public Service Company.
Exhibit 11
In accordance with Item 304 of Regulation S-T of the Securities
Exchange Act of 1934, Exhibit 11 to Exhibit 10.1 contained in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 is a
map interpreting metes and bounds description of territorial boundary set forth
in Article II, Section C, Paragraph 1(c)(2), in contract dated August 31, 1955
between the Salt River Project Agricultural Improvement and Power District and
the Arizona Public Service Company.
Exhibit 12
In accordance with Item 304 of Regulation S-T of the Securities
Exchange Act of 1934, Exhibit 12 to Exhibit 10.1 contained in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 is a
map interpreting metes and bounds description of territorial boundary set forth
in Article III, Section A, Paragraph 5, in contract dated August 31, 1955
between the Salt River Project Agricultural Improvement and Power District and
the Arizona Public Service Company.
Exhibit 13
In accordance with Item 304 of Regulation S-T of the Securities
Exchange Act of 1934, Exhibit 13 to Exhibit 10.1 contained in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 is a
map interpreting metes and bounds description of territorial boundary set forth
in Article III, Section A, Paragraph 6 (Camelback area, north of Camelback
Mountain), in contract dated August 31, 1955 between the Salt River Project
Agricultural Improvement and Power District and the Arizona Public Service
Company.
