HomeMy WebLinkAboutStaff Report 13627
City of Palo Alto (ID # 13627)
City Council Staff Report
Meeting Date: 5/9/2022 Report Type: Consent Calendar
City of Palo Alto Page 1
Title: Resolution of the Council of the City of Palo Alto Approving the
Execution of Two Assignment Agreements to Assign Palo Alto's Base
Resource Percentage Received Under the 2025-2054 Contract With the
Western Area Power Administration to the Northern California Power Agency
From: City Manager
Lead Department: Utilities
RECOMMENDATION
Staff recommends that Council approve the adoption of the attached Resolution (Linked
Document) which authorizes the City Manager to execute two Assignment agreements: 1) the
2025 Assignment Administration Agreement (“2025 AAA”) between the City of Palo Alto (City)
and Northern California Power Agency (NCPA) (Linked Document), and 2) the Request for
Assignment of City of Palo Alto’s Base Resource Percentage to Northern California Power
Agency, Assignment 21-SNR-02644 (“2025 WAPA BRAA”), between City, NCPA, and the
Western Area Power Administration (WAPA) (Linked Document).
EXECUTIVE SUMMARY
The City currently assigns the entire share of its WAPA Central Valley Project (CVP) Base
Resource power percentage to NCPA for optimization of City’s 2005 – 2024 WAPA Base
Resource contract. For the 2025 – 2054 extension of the WAPA Base Resource contract
approved in February 2021 (ID #11679 RESO #9946), staff recommends continuing the current
arrangement by assigning the entire 2025 City Base Resource share (12.06299%) to NCPA for
optimization of dispatch of the resource. If the Resolution in Attachment A is approved per staff
recommendation, then the City will execute the 2025 AAA, which outlines how NCPA will
receive and manage the assignment of the City’s 2025 Base Resource share, followed by the
WAPA request for assignment to NCPA (the 2025 WAPA BRAA). NCPA has already signed the
2025 AAA, and there are almost no differences between the 2005 and 2025 version of either
contract.
BACKGROUND
The WAPA CVP Base Resource generation has been a valuable carbon-free electricity resource
for Palo Alto, and Council approved execution of the 2025-2054 contract extension in February
City of Palo Alto Page 2
20211 which was then executed under RESO #9946.2 The current 2005 AAA and 2005 WAPA BR
AAA have allowed NCPA to optimize the City’s share of the Base Resource since 2005 and
added substantial value.
DISCUSSION
By assigning its share to NCPA, the City is able to gain greater monetary and carbon value from
the WAPA Base Resource. This is accomplished by pooling the City’s Base Resource share with
that of other NCPA member utilities and optimizing the Base Resource around the combined
utilities’ loads, needs, and market prices, rather than only optimizing to the City’s load. In order
to continue NCPA’s administration of the Base Resource contract that the City has benefited
from since 2005, staff recommends Council approve the adoption of Resolution in Attachment
A to authorize the City Manager to execute the 2025 AAA and 2025 WAPA BRAA. The formal
title of Attachment C (2025 WAPA BRAA) is the “Request for Assignment of the City of Palo
Alto’s Base Resource Percentage to Northern California Power Agency: Assignment 21-SNR-
02644” which is a letter of agreement between the City, WAPA and NCPA, under which the City
directs WAPA to assign its 2025 Base Resource Percentage to NCPA, and NCPA formally accepts
the City’s assigned 2025 Base Resource Percentage.
The Council could choose not to assign the City’s share of 2025-2054 contract to NCPA for
optimization. This would lead to near-term process complexities on voting authority between
the City and NCPA, potentially higher costs due to delays in decisions on capital expenditures
for CVP facilities which will incur expenses during the 2025 WAPA contract, as well as revenue
losses after 2025 as the City will forego the benefits of optimized pooling of Base Resource
Percentages and loads with other NCPA members. WAPA has asked that all customers who are
going to assign their 2025 Base Resource share do so by mid calendar year 2022 for efficient
capital planning and clear legal authority in meetings deciding capital expenditure for
expenditures which span both the current assignment as well as the post-2025 assignment.
Either the City or NCPA can terminate the 2025 WAPA BRAA, effective the first day of the
month 90 days after a written termination request to WAPA, which will cause the Base
Resource Percentage to revert back to City. The 2025 AAA with NCPA automatically terminates
if the City’s 2025 WAPA BRAA terminates; however, City would be responsible for any
termination-related costs incurred by NCPA under the 2025 AAA.
There are no material differences between the 2005 AAA and the 2025 AAA.
There are also no material differences between the 2005 WAPA BRAA and the 2025 WAPA
1 https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-manager-reports-
cmrs/2021/id-11679.pdf
2 https://www.cityofpaloalto.org/files/assets/public/city-clerk/resolutions/resolutions-1909-to-present/2021/reso-
9946.pdf
City of Palo Alto Page 3
BRAA.
RESOURCE IMPACT
The execution of the AAA and will incur similar cost to what we are paying NCPA now for the
management and optimization of the 2005 WAPA BR contract. There is no cost for the 2025
WAPA Assignment Agreement.
Costs and benefits of the optimization will be handled pursuant to the respective cost-sharing
agreements NCPA, the last formula being updated in 2017. Billing for services will continue as it
has, with invoicing being handled most often via the NCPA All Resources Bill.
If the City executes both the 2025 AAA and the 2025 WAPA Assignment Agreement, the City
can expect to maintain the value from optimization that the City has benefitted from since
2005. If the City does not execute both agreements, the value from optimization will not be
realized and passed on to City of Palo Alto Utilities customers.
POLICY IMPLICATIONS
Approval of this resolution is consistent with the Utilities Strategic Plan, the Utilities Electric
Integrated Resources Plan, Sustainability Implementation Plans, and the City’s Sustainability
and Climate Action Plan (S/CAP).
ENVIRONMENTAL REVIEW
Staff’s recommendation for approval of this resolution and execution of the assignment
agreements authorized by this resolution does not require California Environmental Quality Act
review, because it does not meet the definition of a project under Public Resources Code
Section 21065 and CEQA Guidelines Section 15378(b)(5), as an administrative governmental
activity which will not cause a direct or indirect physical change in the environment.
Attachments:
• ATTACHMENT A: Resolution
• ATTACHMENT B: 2025 Assignment Administration Agreement
• ATTACHMENT C: Assignment 21-SNR-02644
ATTACHMENT A
*Not Yet Approved*
Resolution No. _____
Resolution of the Council of the City of Palo Alto Approving the Execution of Two Assignment
Agreements: 1) the “Assignment Administration Agreement For Western Area Power
Administration Base Resource Percentage Between Northern California Power Agency and
Assignor: City of Palo Alto”, and 2) the “Request For Assignment of City of Palo Alto’s Base
Resource Percentage To Northern California Power Agency: Assignment 21-SNR-02644”
Between the City of Palo Alto, Western Area Power Administration, and Northern California
Power Agency
R E C I T A L S
A. The City of Palo Alto (“City”), a chartered municipal corporation operating municipal utilities
including an electric utility, is a “Preference Customer” of the Western Area Power
Administration (“WAPA”) of the United States Department of Energy; and
B. The City has a 30-year power supply contract (Base Resource Contract 21-SNR-02365) with
WAPA for an 12.06299% share of WAPA’s “Base Resource”, in effect from January 1, 2025
through December 2054; and
C. The City is a member of the Northern California Power Agency (“NCPA”), a public agency
established pursuant to the California Joint Exercise of Powers Act, which is authorized to
acquire, construct, finance, and operate buildings, works, facilities and improvements for
the generation and transmission of electric capacity and energy for resale; and
D. The City, and other NCPA entities that are WAPA customers, have operated a resource and
load sharing pool since 2005 administered by NCPA, with WAPA’s consent; and
E. NCPA intends that the pooling of resources and loads among participating agencies,
including City, will continue to save money for those agencies; and
F. The City intends to execute an assignment of its WAPA “Base Resource Percentage” to
NCPA to allow NCPA to receive the City’s Base Resource Percentage for pooling and
optimization during the 30-year Base Resource power supply contract extension from 2025
to 2054; and
G. The City and other participating agency members assigning Base Resource Percentage to
NCPA drafted an “Assignment Administration Agreement” to determine and allocate costs
and benefits of the WAPA resource pooling in a fair method to participant assignors; and
H. After executing the Assignment Administration Agreement with NCPA, the City intends to
execute the “Request for Assignment of City of Palo Alto’s Base Resource Percentage to
NCPA: Assignment 21-SNR-02644”, which is a letter of agreement between the City of Palo
Alto, WAPA, and NCPA, pursuant to which the City directs WAPA to assign its 2025 Base
ATTACHMENT A
*Not Yet Approved*
Resource Percentage to NCPA, and NCPA formally accepts the assigned 2025 Base Resource
Percentage; and
NOW, THEREFORE, the Council of the City of Palo Alto does hereby RESOLVE as follows:
SECTION 1. The Council hereby authorizes the City Manager on behalf of the City to
execute two assignment agreements in which City assigns its WAPA Base Resource Percentage
under Base Resource Contract 21-SNR-02365 to NCPA: 1) the “Assignment Administration
Agreement For Western Area Power Administration Base Resource Percentage Between
Northern California Power Agency and Assignor: City of Palo Alto” and 2) the “Request for
Assignment of City of Palo Alto’s Base Resource Percentage to Northern California Power
Agency: Assignment 21-SNR-02644”.
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ATTACHMENT A
*Not Yet Approved*
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SECTION 2. The Council finds that the adoption of this resolution regarding execution of
this contract extension does not require California Environmental Quality Act review, because it
does not meet the definition of a project under Public Resources Code Section 21065 and CEQA
Guidelines Section 15378(b)(5), as an administrative governmental activity which will not cause
a direct or indirect physical change in the environment. WAPA’s 2025 Power Marketing Plan
authorizing the contract has a Categorical Exclusion from National Environmental Policy Act
(NEPA) review since WAPA is reallocating its existing resources and is not planning to increase
its generation or transmission.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
___________________________ ___________________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
___________________________ ___________________________
City Attorney or Designee City Manager
___________________________
Director of Utilities
ASSIGNMENT ADMINISTRATION AGREEMENT
FOR
WESTERN AREA POWER ADMINISTRATION BASE RESOURCE
PERCENTAGE
BETWEEN
NORTHERN CALIFORNIA POWER AGENCY
AND
ASSIGNOR: CITY OF PALO ALTO
i
ASSIGNMENT ADMINISTRATION AGREEMENT
Table of Contents
Section 1. Definitions................................................................................................................... 3
Section 2. Purpose ........................................................................................................................ 6
Section 3. Duties and Authorities .............................................................................................. 6
Section 4. Allocations ................................................................................................................ 10
Section 5. Resource Planning ................................................................................................... 12
Section 6. Resource Sale and Purchase ................................................................................... 12
Section 7. O&M Funding and Restoration Costs .................................................................. 13
Section 8. Central Dispatch and Scheduling Services .......................................................... 13
Section 9. Billing and Payments .............................................................................................. 14
Section 10. Cooperation and Further Assurances ............................................................... 16
Section 11. Assignor Covenants and Defaults ..................................................................... 16
Section 12. NCPA Administrative Costs .............................................................................. 21
Section 13. Administration of Agreement ............................................................................ 22
Section 14. Term and Termination ........................................................................................ 24
Section 15. Other Agreements ................................................................................................ 24
Section 16. Settlement of Disputes and Arbitration ............................................................ 25
Section 17. Reports and Records ............................................................................................ 26
Section 18. Miscellaneous ....................................................................................................... 27
APPENDIX A ................................................................................................................................ 1
1
ASSIGNMENT ADMINISTRATION AGREEMENT
This ASSIGNMENT ADMINISTRATION AGREEMENT (“Agreement”) is dated
as of ________________, 20__ by and among the Northern California Power Agency, a
joint powers agency of the State of California ("NCPA"), and ________________________
(“Assignor”). NCPA and Assignor are referred to herein individually as a “Party” and
collectively as the “Parties”.
RECITALS
A. NCPA has heretofore been duly established as a public agency pursuant
to the Joint Exercise of Powers Act of the Government Code of the State of California
and, among other things, is authorized to acquire, construct, finance, and operate
buildings, works, facilities and improvements for the generation and transmission of
electric capacity and energy for resale.
B. Assignor is a signatory to the Joint Powers Agreement which created
NCPA and therefore is a Member.
C. As a Member, Assignor entered into Contract ___________________
(“Assignment Contract”), dated ______________, 20__ whereby Assignor assigned its
Base Resource Percentage under this Agreement to NCPA in order for NCPA to create a
power resource portfolio for the mutual benefit of participating Members (collectively
referred to as “Assignors”) beginning January 1, 2025.
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ASSIGNMENT ADMINISTRATION AGREEMENT
D. NCPA has agreed to accept assignment of Assignor's Base Resource
Percentage, and will administer the Assignment Contract for the benefit of Assignor
according to the terms and conditions of this Agreement.
E. It is intended Assignor will receive an economic benefit from assigning its
Base Resource Percentage to NCPA, with such benefit being equal to or greater than the
benefit Assignor would have derived had Assignor’s Base Resource Percentage been
scheduled solely to service its own use.
F. NCPA anticipates taking assignment of additional Base Resource
Percentages from other Assignors to likewise supply Joint Assignment Administration
Services, and will strive to create benefits equal to or greater than those benefits
individual Assignors would have derived had their Base Resource Percentage been
scheduled solely for their own uses.
G. NCPA Members and other qualified entities assigning their respective
Base Resource Percentages to NCPA expect to gain economies of scale and avoid certain
costs associated with Base Resource Percentage delivery that would otherwise accrue if
each Assignor’s Base Resource Percentage had been scheduled separately and solely for
each Assignor’s own use.
H. NCPA will strive to equitably allocate a portion of the common savings
generated, if any, associated with Joint Assignment Administration Services to Assignor
in accordance with this Agreement.
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ASSIGNMENT ADMINISTRATION AGREEMENT
I. Assignor desires NCPA to establish facilities, staff and the capability to
enable NCPA to provide Joint Assignment Administration Services to Assignor.
J. NCPA has established facilities, staff and the capability for the provision
of Joint Assignment Administration Services to Assignor.
K. This Agreement is an Operating Services Agreement; therefore, this
Agreement shall be considered to be a Services Agreement pursuant to the Power
Management and Administrative Services Agreement.
L. Assignor agrees to pay its allocated share of costs for Joint Assignment
Administration Services pursuant to this Agreement and the Power Management and
Administrative Services Agreement.
M. Assignor further desires, insofar as possible, to insulate itself and each
other Member, whether or not such Member is also an Assignor, from risks inherent in
the services and activities undertaken on behalf of any given Assignor or Assignors.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Definitions.
1.1 Definitions. Whenever used in this Agreement (including the Recitals
hereto), the following terms shall have the following respective meanings, provided,
capitalized terms used in this Agreement (including the Recitals hereto) that are not
defined in Section 1 of this Agreement shall have the meaning indicated in Section 1 of
the Power Management and Administrative Services Agreement:
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ASSIGNMENT ADMINISTRATION AGREEMENT
1.1.1 “Agreement” means this Assignment Administration
Agreement, including all Appendices attached hereto.
1.1.2 “Assignment Contract” means the contract between NCPA and
Assignor and approved by the Western Area Power Administration, providing for
the assignment of Assignor's Base Resource Percentage to NCPA.
1.1.3 “Assignor” is a party to an Assignment Contract assigning its
Base Resource Percentage to NCPA. Assignor is also a Member, a signatory to the
Power Management and Administrative Services Agreement, and a signatory to this
Agreement.
1.1.4 “Base Resource Percentage” means Assignor’s percentage share
of Western Area Power Administration Base Resource under its Base Resource
Contract ________________, prior to assigning the Base Resource Percentage to
NCPA. Base Resource Percentage may be modified by Western Area Power
Administration from time to time as contemplated in Base Resource Contract
________________.
1.1.5 “Base Resource” means the energy, capacity and associated
products made available from the Western Area Power Administration on a daily
basis as a result of Assignor's Base Resource Percentage.
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ASSIGNMENT ADMINISTRATION AGREEMENT
1.1.6 “Base Resource Energy” means the associated electrical energy
and capacity made available from the Western Area Power Administration on a
daily, monthly or annual basis as a result of Assignor's Base Resource Percentage.
1.1.7 “Joint Assignment Administration Services” has the meaning
set forth in the Section 3.2 of this Agreement.
1.1.8 “NCPA” has the meaning set forth in the recitals hereto.
1.1.9 “NCPA Base Resource Contract” means Contract 21-SNR-02661,
dated as of November 12, 2021 between NCPA and the Department of Energy
Western Area Power Administration Sierra Nevada Region.
1.1.10 “Party” or “Parties” has the meaning set forth in the recitals
hereto; provided that “Third Parties” are entities that are not party to this
Agreement.
1.1.11 “Power Management and Administrative Services Agreement”
means the NCPA Power Management and Administrative Services Agreement,
dated as of October 1, 2014, between NCPA and the Members who are signatories to
that agreement by which NCPA provides Power Management and Administrative
Services.
1.1.12 “Third Party” means an entity (including a Member) that is not
a Party to this Agreement.
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ASSIGNMENT ADMINISTRATION AGREEMENT
1.2 Rules of Interpretation. All words and references as used in this
Agreement (including the Recitals hereto), unless in any such case the context requires
otherwise, shall be interpreted pursuant to Section 1.2 of the Power Management and
Administrative Services Agreement.
Section 2. Purpose. The purpose of this Agreement is to set forth the terms and
conditions under which NCPA will supply efficient and cost effective Joint Assignment
Administration Services for Assignors Base Resource Percentages assigned to NCPA.
Section 3. Duties and Authorities.
3.1 Commission Duties. The Commission’s duties and authorities include,
but are not limited to, the following:
3.1.1 Act on behalf of NCPA in carrying out any action properly
taken pursuant to the provisions of this Agreement. The Commission, or its
designee, shall have the authority on behalf of all NCPA to execute any contract,
lease or other instrument which has been properly authorized pursuant to this
Agreement including documents supplementing this Agreement, contracts with
Third Parties, contracts relating Base Resource and related items.
3.1.2 Establish standards, in addition to the authority provided in
other sections of this Agreement, with respect to any aspect of arrangements
between NCPA and Assignors, which it determines may adversely affect the
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ASSIGNMENT ADMINISTRATION AGREEMENT
administration of the Base Resource Percentage assigned to NCPA, and to review
such arrangements to determine compliance with such standards.
3.1.3 In addition, the Commission shall have such further powers and
duties as are conferred or imposed upon it by other sections of this Agreement.
3.2 General Manager Duties. The General Manager, or his or her designee,
shall have the duties and authorities as necessary to provide for the day-to-day
administration of this Agreement, which include, but are not limited to, the following
actions (collectively referred to herein as “Joint Assignment Administration Services”):
3.2.1 Carry out directions of the Commission with respect to matters
related to this Agreement.
3.2.2 Coordinate interchange accounting and maintain records
pertaining to the administration of the Base Resource Percentage assigned to NCPA,
including determination of the volume of power delivered to each Assignor for each
calendar month.
3.2.3 Supply certain Power Management and Administrative Services
to Assignor, including, but not limited to, scheduling and settlement of Base
Resource Energy in accordance with the terms and conditions of the Amended and
Restated Scheduling Coordination Program Agreement and this Agreement.
3.2.4 Prepare and submit a proposed budget for assignment-related
expenditures for the ensuing fiscal year to appropriate committees and the
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ASSIGNMENT ADMINISTRATION AGREEMENT
Commission, on such schedule as established by the Commission or consistent with
the NCPA annual budget process.
3.2.5 Furnish such information and reporting as are required to keep
this Assignor informed of the outlook for, the functioning of, and results achieved
with regard to the Base Resource Percentage assigned to NCPA.
3.2.6 Implement operating principles, practices and procedures as
they relate to the economy of operation of the Base Resource Percentages assigned to
NCPA.
3.2.7 Calculate costs for the Base Resource Percentage assignment
transactions among Assignors.
3.2.8 Develop a billing system for Base Resource Percentage
transactions pursuant to this Agreement, including criteria, rules, and standards
thereto.
3.2.9 Issue an invoice to Assignor for Base Resource Percentage
related costs.
3.2.10 Assist Assignor in making sales and purchases of generation
and transmission capacity related to their Base Resource Percentage assigned to
NCPA.
9
ASSIGNMENT ADMINISTRATION AGREEMENT
3.2.11 Initiate and make long and short-range planning studies with
respect to the Base Resource Percentage assigned to NCPA. These studies shall be
updated annually, or at such other times as the Commission may direct.
3.2.12 Develop any needed generation and transmission resource
plans related to the Base Resource Percentage assigned to NCPA, in consultation
with Assignor.
3.2.13 Act on behalf of Assignor, as directed in writing by Assignor,
and in accordance with Assignor’s power purchasing statues, regulations, rules,
ordinances, and charter, as they may apply, to subscribe to additional Western Area
Power Administration products other than Base Resources, that Western Area
Power Administration chooses to market in proportion to each of its customers’ Base
Resource Percentage, including taking delivery of environmental attributes for
compliance purposes.
3.3 Assignor Duties. Assignor’s duties and authorities include, but are not
limited to the following:
3.3.1 Assignor shall cooperate with NCPA in providing its relevant
load and resource data to NCPA in a timely fashion to insure NCPA can satisfy
NCPA Base Resource Contract requirements, and that is required to enable NCPA to
supply Joint Assignment Administration Services on behalf of Assignor.
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ASSIGNMENT ADMINISTRATION AGREEMENT
3.3.2 Assignor shall indemnify NCPA in regard to Joint Assignment
Administration Services provided by NCPA in accordance with this Agreement.
3.3.3 Assignor shall pay for all costs and charges incurred by NCPA
under this Agreement, including, but not limited to, Base Resource costs,
Administrative Services Costs and Power Management Services Costs.
Section 4. Allocations.
4.1 Western Allocations Excluded From this Agreement.
4.1.1 All benefits, costs, and energy schedules associated with the
CVP Corporation’s Energy Exchange Arrangements for Project Use and First
Preference Support program shall not be subject to this Agreement. This exclusion
applies to all Bank Energy and Bank Return Energy schedules allocated by the CVP
Corporation.
4.1.2 Base Resource Percentage that is not assigned to NCPA will not
be subject to this Agreement, and will be scheduled only for the benefit of the
Member receiving the allocation.
4.1.3 A Member who does not assign its Base Resource Percentage to
NCPA shall not be subject to this Agreement.
4.2 Determination of Benefits. In order to determine the benefits of assigning
each Member’s Base Resource Percentage to NCPA for joint administration, NCPA staff
will first estimate the value of the Base Resource Percentage as if no assignment has
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ASSIGNMENT ADMINISTRATION AGREEMENT
been executed, then compare this value with the value obtained through NCPA’s joint
administration of all Base Resource Percentages assigned to NCPA. The computational
algorithm for this comparison is contained in Appendix A of this Agreement; however,
such algorithm, as it may be refined from time to time by the Commission, shall be
consistent with the following policy goals agreed to by each Assignor, namely (i) Base
Resource Energy shall be fully utilized to the maximum extent possible, (ii) subject to (i)
above, Base Resource Energy shall be scheduled during those time periods that
maximize its value; and (iii) consistent with scheduling Base Resource Energy to
maximize its overall net value, NCPA will also seek to reasonably minimize associated
transmission-related and other applicable costs. NCPA staff shall monitor the results of
the algorithm contained in Appendix A and recommend corrective action be taken if
and when application of this procedure results in allocations of benefits and costs to
Assignor that is inconsistent with the policy goals and allocation parameters described
in this Section 4.
4.3 Allocation of Benefits.
4.3.1 For each monthly accounting period, all benefits attained
through NCPA’s joint administration of Base Resource Percentages assigned to
NCPA shall be allocated to Assignor proportionately to (i) the number of days this
Agreement is in force that month, i.e., the fraction of the month this Agreement is in
force, and (ii) the amount of Base Resource Energy attributed to Assignor hereunder.
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ASSIGNMENT ADMINISTRATION AGREEMENT
4.3.2 One-half of any benefits shall be allocated to that group of
Assignors providing Base Resource Energy in excess of their own load, and the
remaining one-half of benefits shall be allocated to that group of Assignors whose
load exceeds the Base Resource Energy they have assigned.
4.3.3 Each individual Assignor within either group shall receive a
share of the group’s benefit proportional to its contribution to the group’s excess
energy or excess load respectively, as further set forth in Appendix A.
Section 5. Resource Planning.
5.1 NCPA staff, in consultation with Assignor’s staff, shall perform necessary
forecasts, studies and resource planning related to maximizing the overall value of the
integrated Base Resource Percentage assigned to NCPA. NCPA staff shall perform
member-specific forecasts, studies and resource plans for the benefit of the individual
Assignor so requesting only upon receiving a detailed written request from Assignor
particularly describing the task requested to be performed as part of a duly authorized
Services Agreement between the individual Assignor and NCPA.
Section 6. Resource Sale and Purchase.
6.1 Sales and Transfers to Third Parties. Sales and transfers of Base Resource
Energy to entities that have not assigned a Base Resource Percentage to NCPA, under
the authorization of the Western Area Power Administration, are strictly prohibited
without the express written consent of the Western Area Power Administration.
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ASSIGNMENT ADMINISTRATION AGREEMENT
6.2 Penalties. Any penalties incurred for violation of Section 6.1 shall be the
sole responsibility of Assignor found to be in noncompliance with Section 6.1.
Section 7. O&M Funding and Restoration Costs.
7.1 NCPA shall pass through to Assignor on an as-billed basis any and all
charges or credits related to the Western Area Power Administration Agreement for the
Funding of Operations and Maintenance for Central Valley Project Power Facilities
(“O&M Funding”) and the Central Valley Project Improvement Act Restoration
Funding, as part of the normal billing procedure described in Section 9 of this
Agreement.
Section 8. Central Dispatch and Scheduling Services.
8.1 Central Dispatch. Each Assignor shall, to the fullest extent practicable,
subject its Base Resource Percentage to the central dispatch of NCPA. The objective of
the central dispatch with respect to the Base Resource Percentage is to supply energy
and capacity requirements of the combined Assignors at the lowest practicable costs,
and in a reliable and safe manner.
8.2 Base Resource Scheduling. Base Resource Energy shall be scheduled in
accordance with the terms and conditions of the Amended and Restated Scheduling
Coordination Agreement, this Agreement and other applicable requirements. NCPA
and Assignor shall cooperate to meet each applicable scheduling timeline and protocol
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ASSIGNMENT ADMINISTRATION AGREEMENT
to maximize the value of the Base Resource Percentage assigned to NCPA, and
correspondingly minimize related transmission costs.
Section 9. Billing and Payments.
9.1 Invoices. NCPA will issue an invoice to Assignor for its share of
estimated and actual costs associated with NCPA’s provision of Joint Assignment
Administration Services, including Base Resource costs, Administrative Services Costs,
Power Management Services Costs, O&M Funding costs, Central Valley Project
Improvement Act Restoration Funding costs, and all other costs for services provided in
accordance with this Agreement. Such invoice may be either the All Resources Bill or
separate special invoice, as determined by NCPA. Such invoices will be made pursuant
to the requirements and procedures provided for in this Agreement and all other
applicable agreements. At NCPA’s discretion, invoices may be issued to Assignor
using electronic media or physical distribution.
9.2 Payment of Invoices. All invoices delivered by NCPA (including the All
Resources Bill) are due and payable thirty (30) Calendar Days after the date thereof;
provided, however, that any amount due on a day other than a Business Day may be
paid on the following Business Day.
9.3 Late Payments. Any amount due and not paid by Assignor in accordance
with Sections 9 shall be considered late and bear interest computed on a daily basis
until paid at the lesser of (i) the per annum prime rate (or reference rate) of the Bank of
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ASSIGNMENT ADMINISTRATION AGREEMENT
America NT&SA then in effect, plus two percent (2%) or (ii) the maximum rate
permitted by law.
9.4 Billing Disputes. Assignor may dispute the accuracy of any invoice issued
by NCPA under this Agreement by submitting a written dispute to NCPA, within thirty
(30) Calendar Days after the date of such invoice; nonetheless Assignor shall pay the
full amount billed when due. If Assignor does not timely question or dispute the
accuracy of any invoice in writing, then the invoice shall be deemed to be correct. Upon
review of a submitted dispute, if an invoice is determined by NCPA to be incorrect,
NCPA shall issue a corrected invoice and refund any amounts that may be due to
Assignor. If NCPA and Assignor fail to agree on the accuracy of an invoice within
thirty (30) Calendar Days after Assignor has disputed it, then the General Manager shall
promptly, but no later than the second Commission meeting after the failure to agree,
submit the dispute to the Commission for resolution. If the Commission and Assignor
fail to agree on the accuracy of a disputed invoice within sixty (60) Calendar Days after
its submission to the Commission, then the dispute may then be resolved under the
mediation and arbitration procedures set forth in Section 16 of this Agreement;
provided, however, that prior to resorting to either mediation or arbitration
proceedings, the full amount of the disputed invoice must have been paid.
9.5 Billing/Settlement Data and Examination of Books and Records.
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ASSIGNMENT ADMINISTRATION AGREEMENT
9.5.1 Billing/Settlement Data. NCPA shall make billing and
settlement data available to Assignor in the All Resources Bill, or other invoice, or
upon request. NCPA may also, at its sole discretion, make billing and settlement
support information available to Assignor using electronic media (e.g. electronic
data portal). Procedures and formats for the provision of such electronic data
submission may be as established by the Commission from time to time. Without
limiting the generality of the foregoing, NCPA may, in its reasonable discretion,
require Assignor to execute a non-disclosure agreement prior to providing access to
the NCPA electronic data portal.
9.5.2 Examination of Books and Records. Assignor shall have the
right to examine the books and records created and maintained by NCPA pursuant
to this Agreement at any reasonable, mutually agreed upon time.
Section 10. Cooperation and Further Assurances. Each of the Parties agree to
provide such information, execute and deliver any instruments and documents and to
take such other actions as may be necessary or reasonably requested by any other Party,
which are consistent with the provisions of this Agreement and which do not involve
the assumption of obligations other than those provided for in this Agreement, in order
to give full effect to this Agreement and to carry out the intent of this Agreement.
Section 11. Assignor Covenants and Defaults.
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ASSIGNMENT ADMINISTRATION AGREEMENT
11.1 Assignor covenants and agrees: (i) to make payments to NCPA, from its
Electric System Revenues, of its obligations under this Agreement as an operating
expense of its Electric System; (ii) to fix the rates and charges for services provided by
its Electric System, so it will, at all times, have sufficient Revenues to meet the
obligations of this Agreement, including the payment obligations; (iii) to make all such
payments due NCPA under this Agreement whether or not there is an interruption in,
interference with, or reduction or suspension of services provided under this
Agreement, such payments not being subject to any reduction, whether by offset or
otherwise, and regardless of whether any dispute exists; subject to Section 9.4 and (iv)
to operate its Electric System, and the business in connection therewith, in accordance
with Good Utility Practice.
11.2 Events of Default. An Event of Default under this Agreement shall exist
upon the occurrence of any one or more of the following by Assignor (the “Defaulting
Assignor”):
(i) the failure of Assignor to make any payment in full to NCPA when
due, where such failure is not cured within thirty (30) Calendar Days following receipt
of a notice from NCPA demanding cure;
(ii) the failure of Assignor to perform any covenant or obligation of this
Agreement where such failure is not cured within thirty (30) Calendar Days following
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ASSIGNMENT ADMINISTRATION AGREEMENT
receipt of a notice from NCPA demanding cure; provided, that this subsection shall not
apply to any failure to make payments specified by subsection 11.2 (i));
(iii) if any representation or warranty of Assignor material to the services
provided hereunder shall prove to have been incorrect in any material respect when
made and Assignor does not cure the facts underlying such incorrect representation or
warranty so that the representation or warranty becomes true and correct within thirty
(30) Calendar Days of the date of receipt of notice from NCPA demanding cure; or
(iv) if Assignor is in default or in breach of any of its covenants under any
other agreement with NCPA and such default or breach is not cured within the time
periods specified in such agreement.
11.3 Uncontrollable Forces. A Party shall not be considered to be in default in
respect of any obligation hereunder if prevented from fulfilling such obligation by
reason of Uncontrollable Forces; provided, that in order to be relieved of an Event of
Default due to Uncontrollable Forces, a Party affected by an Uncontrollable Force shall:
(i) first provide oral notice to the General Manager using telephone
communication within two (2) Business Days after the onset of the Uncontrollable
Force, and subsequently provide written notice to the General Manager within ten (10)
Business Days after the onset of the Uncontrollable Force, describing its nature and
extent, the obligations which the Party is unable to fulfill, the anticipated duration of the
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ASSIGNMENT ADMINISTRATION AGREEMENT
Uncontrollable Force, and the actions which the Party will undertake so as to remove
such disability and be able to fulfill its obligations hereunder; and
(ii) use due diligence to place itself in a position to fulfill its obligations
hereunder and if unable to fulfill any obligation by reason of an Uncontrollable Force
such Party shall exercise due diligence to remove such disability with reasonable
dispatch; provided, that nothing in this subsection shall require a Party to settle or
compromise a labor dispute.
11.4 Cure of an Event of Default. An Event of Default shall be deemed cured
only if such default shall be remedied or cured within the time periods specified in
Section 11.2 above, as may be applicable, provided, however, upon request of the
Defaulting Assignor the Commission may waive the default at its sole discretion, where
such waiver shall not be unreasonably withheld.
11.5 Remedies in the Event of Uncured Default. Upon the occurrence of an
Event of Default, which is not cured within the time limits specified in Section 11.2,
without limiting other rights or remedies available under this Agreement, at law or in
equity, and without constituting or resulting in a waiver, release or estoppel of any
right, action or cause of action NCPA may have against the Defaulting Assignor, NCPA
may take any or all of the following actions:
(i) suspend the provision of services under this Agreement to such
Defaulting Assignor;
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ASSIGNMENT ADMINISTRATION AGREEMENT
(ii) demand that the Defaulting Assignor provide further assurances to
guarantee the correction of the default, including the collection of a surcharge or
increase in electric rates, or such other actions as may be necessary to produce necessary
Revenues to correct the default;
(iii) terminate this Agreement as to the Defaulting Assignor, on ten (10)
Calendar Days prior written notice to the Defaulting Assignor; or
(iv) enforce all other rights or remedies available to it under any other
agreement in which the Defaulting Assignor is a signatory.
11.6 Effect of Termination or Suspension.
11.6.1 Generally. The termination or suspension of this Agreement
will not terminate, waive, or otherwise discharge any ongoing or undischarged
liabilities, credits or obligations arising from this Agreement until such liabilities,
credits or obligations are satisfied in full.
11.6.2 Suspension. If performance of all or any portion of this
Agreement is suspended by NCPA with respect to Assignor in accordance with
subsection 11.5(i), then such Assignor shall pay any and all reasonable costs
incurred by NCPA as a result of such suspension including reasonable attorney fees,
the fees and expenses of other experts, including auditors and accountants, or other
reasonable and necessary costs associated with such suspension and any portion of
the costs associated with NCPA’s provision of Joint Assignment Administration
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ASSIGNMENT ADMINISTRATION AGREEMENT
Services, including Administrative Services Costs, that were not recovered from
Assignor as a result of such suspension.
11.6.3 Termination. If this Agreement is terminated by NCPA with
respect to Assignor in accordance with Section 11.5(iii), then such Assignor shall pay
any and all costs incurred by NCPA as a result of such termination, including
reasonable attorney fees, the fees and expenses of other experts, including auditors
and accountants, other reasonable and necessary costs associated with such
termination and any portion of costs associated with NCPA’s provision of Joint
Assignment Administration Services that were not, or will not be, recovered from
Assignor as a result of such termination.
Section 12. NCPA Administrative Costs.
12.1 Cost of Services. All costs associated with NCPA’s provision of Joint
Assignment Administration Services to Assignor, including, but not limited to,
Administrative Services Costs and Power Management Services Costs, shall be
allocated to Assignor in accordance with this Agreement and the Power Management
and Administrative Services Agreement.
12.2 Base Resource and Associated Costs. Assigner agrees to and
acknowledges its mandatory obligation to pay its allocated share of costs associated
with its Base Resource Percentage, including, but not limited to, Base Resource costs,
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ASSIGNMENT ADMINISTRATION AGREEMENT
O&M Funding costs and Central Valley Project Improvement Act Restoration Funding
costs, as invoiced in its All Resources Bill.
Section 13. Administration of Agreement.
13.1 General. The Commission has sole overall responsibility and authority for
the administration of this Agreement. Any acts, decisions or approvals taken, made or
sought by NCPA under this Agreement shall be taken, made or sought, as applicable, in
accordance with the Joint Powers Agreement, the NCPA Commission Bylaws and
Section 13.2 of this Agreement.
13.2 Action by Commission.
13.2.1 Forum. Whenever any action anticipated by or related to this
Agreement is to be taken by Assignors, such actions shall be taken at a regular or
special meeting of the Commission, but shall be participated in only by those
Commissioners, or their designated alternates (“Alternate”), who represent
Assignors.
13.2.2 Quorum. A quorum of the Commission, for purposes of acting
upon matters relating to this Agreement, shall consist of those Commissioners, or
their Alternate, representing each and every Assignor.
13.2.3 Voting. Each Assignor shall have the right to cast one vote with
respect to matters pertaining to this Agreement. Actions of the Commission with
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ASSIGNMENT ADMINISTRATION AGREEMENT
regard to this Agreement shall be effective upon the unanimous affirmative vote of
all Assignors.
13.3 Adoption and Amendment of Annual Budget. Annually, the Commission
shall adopt an Annual Budget, which includes, but is not limited to, all costs attributed
to services provided under this Agreement, for at least the next succeeding Fiscal Year
in accordance with the Joint Powers Agreement and this Agreement; provided,
however, that the Commission may in its discretion adopt a two-year budget if
permitted to do so by the NCPA Commission Bylaws or the Joint Powers Agreement.
13.4 Facilities Committee. The Facilities Committee has been established
pursuant to the Amended and Restated Facilities Agreement to act as an advisory
committee to the Commission. The Commission may, in coordination with the General
Manager, refer matters pertaining to the administration of this Agreement to the
Facilities Committee for review and recommendation, including, but not limited to,
proposed amendments to this Agreement and to the Appendices. If the Commission or
General Manager refers matters pertaining to the administration of this Agreement to
the Facilities Committee, then NCPA will provide a copy of the public notice of the
Facilities Committee meeting at which the matter will be discussed to Assignors. The
Facilities Committee may act upon such matters referred to it by the Commission in
accordance with the procedures, including the general administration quorum and
voting procedures, set forth in the Amended and Restated Facilities Agreement. Any
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ASSIGNMENT ADMINISTRATION AGREEMENT
recommendations of the Facilities Committee shall be made to the Commission and
others, as appropriate, in coordination with the General Manager.
Section 14. Term and Termination.
14.1 Effective Date. This Agreement shall become effective on the date this
Agreement has been duly executed by Assignor and NCPA (the “Effective Date”).
NCPA shall notify all Assignors in writing of the Effective Date.
14.2 Term and Termination. Of necessity, the term of this Agreement must
coincide with the term of the underlying Assignor’s Assignment Contract. More
specifically, this Agreement shall terminate automatically upon the termination of the
Assignment Contract.
14.3 No Effect on Prior Liabilities. Termination of this Agreement will not
terminate any ongoing or un-discharged liabilities, credits or obligations, including any
contingent liabilities, credits or obligations, resulting from this Agreement until they are
satisfied in full.
Assignor shall not be obligated to compensate the remaining Assignors for loss
of any benefits that would have accrued to the remaining Assignors if this Agreement
was not terminated. Nor shall the remaining Assignors be obligated to compensate
Assignor for any benefits that accrue to the remaining Assignors because of the
termination.
Section 15. Other Agreements.
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ASSIGNMENT ADMINISTRATION AGREEMENT
15.1 Precedence of Agreement. This Agreement complements the Joint Powers
Agreement. It extends the responsibility and authorities assigned to the Commission
and to the General Manager under the terms of the Joint Powers Agreement.
15.2 Pooling Agreement. This Agreement supersedes the Second Amended
and Restated Pooling Agreement, and takes precedence with respect to issues
addressed in this Agreement to the receipt, delivery, scheduling, accounting and billing
for all Base Resource Percentage assigned to NCPA to which Assignor is entitled for as
long as this Agreement is in effect.
15.3 Other Agreements. With the exception of the Power Management and
Administrative Services Agreement and Amended and Restated Scheduling
Coordination Program Agreement, this Agreement shall upon the Effective Date, take
precedence with respect to issues addressed in this Agreement and also addressed in
any other agreement between Assignor and NCPA. With respect to issues common to
the Power Management and Administrative Services Agreement and Amended and
Restated Scheduling Coordinator Program Agreement, the Power Management and
Administrative Services Agreement and Amended and Restated Scheduling
Coordinator Program Agreement shall take precedence over this Agreement.
Section 16. Settlement of Disputes and Arbitration. The Parties agree to make best
efforts to settle all disputes among themselves connected with this Agreement as a
matter of normal business under this Agreement. The procedures set forth in Section 10
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ASSIGNMENT ADMINISTRATION AGREEMENT
of the Power Management and Administrative Services Agreement shall apply to all
disputes that cannot be settled by the Parties; provided, that the provisions of Section
9.4 shall first apply to all disputes involving invoices prepared by NCPA.
Section 17. Reports and Records.
17.1 Reports. Assignor and NCPA shall each prepare and make available to
the other all data necessary for each to (i) perform all duties required under this
Agreement, and (ii) verify the accuracy of all amounts due and payable under this
Agreement. Examples of data to be made available by NCPA at Assignor’s request
includes, but are not limited to:
17.1.1 All load data relevant to Assignor’s Base Resource Percentage
assigned to NCPA.
17.1.2 All CAISO or other cost information relevant to determining the
cost savings obtained by Assignor due to the Base Resource Percentage assigned to
NCPA.
17.1.3 Such additional reports and records as are reasonably requested
in writing; provided, however, that Assignor so requesting shall reimburse NCPA
for costs associated with producing reports that are not essentially completed or
kept in the ordinary course of business.
17.2 Reports to Other Agencies. NCPA will submit such reports and records
which are required or may be required by Western Area Power Administration, or
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ASSIGNMENT ADMINISTRATION AGREEMENT
other local, state or referral agencies, as such reports and records are required for NCPA
to fulfill its obligations under this Agreement.
Section 18. Miscellaneous.
18.1 Confidentiality. The Parties will keep confidential all confidential or trade
secret information made available to them in connection with this Agreement, to the
extent possible, consistent with applicable laws, including the California Brown Act and
Public Records Act. Confidential or trade secret information shall be marked or
expressly identified as such.
If a Party (“Receiving Party”) receives a request from a Third Party for access to,
or inspection, disclosure or copying of, any of the other Party’s (the “Supplying Party”)
confidential data or information (“Disclosure Request”), then the Receiving Party shall
provide notice and a copy of the Disclosure Request to the Supplying Party within three
(3) Business Days after receipt of the Disclosure Request. Within three (3) Business
Days after receipt of such notice, the Supplying Party shall provide notice to the
Receiving Party either:
(i) the Supplying Party believes there are reasonable legal grounds for
denying or objecting to the Disclosure Request, and the Supplying Party requests the
Receiving Party to deny or object to the Disclosure Request with respect to identified
confidential information. In such case, the Receiving Party shall deny the Disclosure
Request and the Supplying Party shall defend the denial of the Disclosure Request at its
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ASSIGNMENT ADMINISTRATION AGREEMENT
sole cost, and it shall indemnify the Receiving Party for all costs associated with
denying or objecting to the Disclosure Request. Such indemnification by the Supplying
Party of the Receiving Party shall include all of the Receiving Party’s costs reasonably
incurred with respect to denial of or objection to the Disclosure Request, including but
not limited to costs, penalties, and the Receiving Party’s attorney’s fees; or
(ii) the Receiving Party may grant the Disclosure Request without any
liability by the Receiving Party to the Supplying Party.
18.2 Indemnification and Hold Harmless. Subject to the provisions of Section
18.4, Assignor agrees to indemnify, defend and hold harmless NCPA and its Members,
including their respective governing boards, officials, officers, agents, and employees,
from and against any and all claims, suits, losses, costs, damages, expenses and liability
of any kind or nature, including reasonable attorneys’ fees and the costs of litigation,
including experts (the “Damages”), to the extent caused by any act, omission, breach of
contract, negligence (active or passive), gross negligence, recklessness, or willful
misconduct of Assignor, its governing officials, officers, employees, subcontractors or
agents, to the maximum extent permitted by law.
18.3 Several Liabilities. No Assignor shall be liable under this Agreement for
the obligations of any other Assignor, and each Assignor shall be solely responsible and
liable for performance of its obligations under this Agreement, except as otherwise
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ASSIGNMENT ADMINISTRATION AGREEMENT
provided for herein, and the obligation of each Assignor under this Agreement is a
several obligation and not a joint obligation with those of the other Assignors.
18.4 No Consequential Damages. FOR ANY BREACH OF ANY PROVISION
OF THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY OR MEASURE OF
DAMAGES IS PROVIDED IN THIS AGREEMENT, THE LIABILITY OF THE
DEFAULTING PARTY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION,
AND ALL OTHER DAMAGES OR REMEDIES ARE HEREBY WAIVED. IF NO
REMEDY OR MEASURE OF DAMAGE IS EXPRESSLY PROVIDED, THE LIABILITY
OF THE DEFAULTING PARTY SHALL BE LIMITED TO ACTUAL DAMAGES ONLY
AND ALL OTHER DAMAGES AND REMEDIES ARE HEREBY WAIVED. IN NO
EVENT SHALL NCPA OR ANY ASSIGNOR OR THEIR RESPECTIVE SUCCESSORS,
ASSIGNS, REPRESENTATIVES, DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES
BE LIABLE FOR ANY LOST PROFITS, CONSEQUENTIAL, SPECIAL, EXEMPLARY,
INDIRECT, PUNITIVE OR INCIDENTAL LOSSES OR DAMAGES, INCLUDING LOSS
OF USE, LOSS OF GOODWILL, LOST REVENUES, LOSS OF PROFIT OR LOSS OF
CONTRACTS EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, AND NCPA AND EACH ASSIGNOR EACH HEREBY WAIVES
SUCH CLAIMS AND RELEASES EACH OTHER AND EACH OF SUCH PERSONS
FROM ANY SUCH LIABILITY.
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The Parties acknowledge that California Civil Code section 1542 provides that:
“A general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release, which if known
by him or her must have materially affected his or her settlement with the debtor.” The
Parties waive the provisions of section 1542, or other similar provisions of law, and
intend that the waiver and release provided by this Section of this Agreement shall be
fully enforceable despite its reference to future or unknown claims.
18.5 Waiver. No waiver of the performance by a Party of any obligation under
this Agreement with respect to any default or any other matter arising in connection
with this Agreement shall be effective unless given by the Commission. Any such
waiver by the Commission in any particular instance shall not be deemed a waiver with
respect to any subsequent performance, default or matter.
18.6 Amendments.
18.6.1 Amendments in General. Except where this Agreement
specifically provides otherwise, this Agreement may be amended only by written
instrument executed by the Parties with the same formality as this Agreement.
18.6.2 Approval and Amendment to Appendices. Notwithstanding
Section 18.6.1, any addition to, amendment to or removal of the Appendices of this
Agreement shall take effect after being approved by the Commission in a manner
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consistent with the voting procedures set forth in Section 12 without the
requirement of an approval of Assignor’s governing bodies.
18.7 Assignment of Agreement.
18.7.1 Binding Upon Successors. This Agreement, including the
Appendices attached hereto, shall inure to the benefit of and shall be binding upon
the respective successors and assignees of the Parties to this Agreement.
18.7.2 No Assignment. This Agreement, nor any interest herein, shall
be transferred or assigned by a Party hereto except with the consent in writing of the
other Parties hereto, where such consent shall not be unreasonably withheld.
Without limiting the foregoing, this Agreement shall not be assigned by Plumas-
Sierra Rural Electric Cooperative without the approval in writing of the
Administrator of the Rural Electrification Administration Utilities Service.
18.8 Severability. In the event that any of the terms, covenants or conditions of
this Agreement or the application of any such term, covenant or condition, shall be held
invalid as to any person or circumstance by any court having jurisdiction, all other
terms, covenants or conditions of this Agreement and their application shall not be
affected thereby, but shall remain in force and effect unless the court holds that such
provisions are not severable from all other provisions of this Agreement.
18.9 Governing Law. This Agreement shall be interpreted, governed by, and
construed under the laws of the State of California.
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18.10 Headings. All indices, titles, subject headings, section titles and similar
items are provided for the purpose of convenience and are not intended to be inclusive,
definitive, or affect the meaning of the contents of this Agreement or the scope thereof.
18.11 Notices. Any notice, demand or request required or authorized by this
Agreement to be given to any Party shall be in writing, and shall either be personally
delivered to Assignor’s Commissioner or Alternate, and to the General Manager, or
shall be transmitted to Assignor and the General Manager at the addresses shown on
the signature pages hereof. The designation of such addresses may be changed at any
time by written notice given to the General Manager. All such notices shall be deemed
delivered when personally delivered, two (2) Business Days after deposit in the United
States mail first class postage prepaid, or on the first Business Day following delivery
through electronic communication.
18.12 Warranty of Authority. Each Party represents and warrants that it has
been duly authorized by all requisite approval and action to execute and deliver this
Agreement and that this Agreement is a binding, legal, and valid agreement enforceable
in accordance with its terms. Upon execution of this Agreement, Assignor shall deliver
to NCPA a resolution of the governing body of Assignor evidencing approval of and
authority to enter into this Agreement.
18.13 Counterparts. This Agreement may be executed in any number of
counterparts, and each executed counterpart shall have the same force and effect as an
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ASSIGNMENT ADMINISTRATION AGREEMENT
original instrument and as if all the signatories to all of the counterparts had signed the
same instrument. Any signature page of this Agreement may be detached from any
counterpart of this Agreement without impairing the legal effect of any signatures
thereon, and may be attached to another counterpart of this Agreement identical in
form hereto but having attached to it one or more signature pages.
18.14 Venue. In the event that a Party brings any action under this Agreement,
the Parties agree that trial of such action shall be vested exclusively in the state courts of
California in the County of Placer or in the United States District Court for the Eastern
District of California.
18.15 Attorneys’ Fees. If a Party to this Agreement brings any action, including
an action for declaratory relief, to enforce or interpret the provisions of this Agreement,
each Party shall bear its own fees and costs, including reasonable attorneys’ fees,
associated with the action.
18.16 Counsel Representation. Pursuant to the provisions of California Civil
Code Section 1717 (a), each of the Parties were represented by counsel in the negotiation
and execution of this Agreement and no one Party is the author of this Agreement or
any of its subparts. Those terms of this Agreement which dictate the responsibility for
bearing any attorney’s fees incurred in arbitration, litigation or settlement in a manner
inconsistent with the provisions of Section 18.15 were intentionally so drafted by the
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ASSIGNMENT ADMINISTRATION AGREEMENT
Parties, and any ambiguities in this Agreement shall not be interpreted for or against a
Party by reason of that Party being the author of the provision.
18.17 No Third Party Beneficiaries. Nothing contained in this Agreement is
intended by the Parties, nor shall any provision of this Agreement be deemed or
construed by the Parties, by any third person or any Third Parties, to be for the benefit
of any Third Party, nor shall any Third Party have any right to enforce any provision of
this Agreement or be entitled to damages for any breach by the Parties of any of the
provisions of this Agreement.
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ASSIGNMENT ADMINISTRATION AGREEMENT
IN WITNESS WHEREOF, NCPA and Assignor have, by the signature of its duly
authorized representative shown below, executed and delivered a counterpart of this
Agreement.
NORTHERN CALIFORNIA
POWER AGENCY
651 Commerce Drive
Roseville, CA 95678
_____________________________
By:__________________________
Title: __________________________
Date:
Approved as to form:
_____________________________
By:__________________________
Its: General Counsel
Date:
ASSIGNOR NAME
ADDRESS
CITY, STATE, ZIP
_____________________________
By:__________________________
Title: __________________________
Date:
Approved as to form:
_____________________________
By:__________________________
Its: General Counsel
Date:
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ASSIGNMENT ADMINISTRATION AGREEMENT
APPENDIX A
BENEFITS SHARING ALLOCATION ALGORITHM
Updated: November 29, 2017
Introduction
Steps 1-9 determine each Assignor’s monthly percentage allocator that will be used to
distribute the benefits resulting from assigning the Base Resource to NCPA. Step 10
uses that percentage allocator to distribute the benefits.
All computational steps in this allocation algorithm will be implemented in a manner
that is consistent with NCPA staff’s goal of scheduling the assigned Base Resource (BR)
to maximize the economic market value of the BR.
Step 1: Constrained Own-Load Optimal Dispatch
NCPA staff shall perform after the fact monthly “own-load” optimal dispatch of each
Assignor’s BR to establish the value of the individual BR allocation to each Assignor
pre-assignments. The own-load dispatch shall be constrained by hourly loads equal to
each Assignor’s gross hourly loads such that BR energy schedules cannot exceed 100
percent of load in any hour. In addition, revenues Assignor would have received from
Western Area Power Administration (Western) through the re-marketing of its
“standard” energy allocations (the portion of monthly energy allocations that cannot be
utilized by Assignor) will be added to this value.
Step 2: Net Value of Own-Load Constrained Dispatch
All Western costs will be deducted from the values computed in Step 1.
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ASSIGNMENT ADMINISTRATION AGREEMENT
Step 3: Unconstrained Own-Load Optimal Dispatch
Perform individual optimal dispatches without load constraints. The difference in net
value between this un-constrained net value and the net value of each Assignor’s own-
load constrained dispatch (NetValueOL) of Step 2 shall be the allocation determinant
for 50% of the assignment benefit computed in Step 7.
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ASSIGNMENT ADMINISTRATION AGREEMENT
Step 4: Daily Head-Room Value
Compute the value of load “head-room” provided by each Assignor during the day.
Head-room value is a function of each Assignor’s net load (net of constrained own-load
BR schedules) in each time-step when NCPA’s actual BR schedule exceeds the sum of
Assignors’ own-load BR energy schedule.
Step 5: Allocation of Headroom Provider
Compute the allocation determinant of 50% of the pooling benefit computed in Step 7
on the basis of the Headroom value for the month.
Step 6: Net Daily Benefit of BR Assignment
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ASSIGNMENT ADMINISTRATION AGREEMENT
Compute the daily net benefit of BR assignments to NCPA as the difference between the
net market value of NCPA’s actual BR schedule and the net market value of the sum of
Assignors’ own-load constrained daily dispatches. If the result is positive, then proceed
to Step 7. If the result is negative proceed to Step 8.
Step 7: Allocate Positive Daily Net Benefit (Only if the Net Daily Benefit is Positive)
Allocate one-half of the daily Net Benefit using AllocatorE and one-half using
AllocatorL. Proceed to Step 9.
Step 8: (Only if Daily Net Benefit is Negative); Zero Benefit from Assignment
Set value of zero for each Assignor.
Step 9: Assign Constant Adjusted BR Percentage Shares for the Month
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ASSIGNMENT ADMINISTRATION AGREEMENT
Determine each Assignor’s monthly percentage share of NCPA’s BR by normalizing the
sum of each Assignor’s daily Assignor Benefit and Net Value of Own-Load constrained
dispatch. Each Assignor’s share of NCPA’s BR schedules in each time-step during the
month shall be equal to the percentage computed in this step. For example, if a
Member’s share in a given month is calculated as 15% in this step, that Member is
assigned 15% of actual Western schedules each time-step during that month.
.
Step 10: Assign Base Resource Costs
Assign any difference between NCPA’s actual BR costs and the sum of the Own-Load
constrained monthly costs. Positive or negative differences will be distributed to each
assignor using the optimized BR shares calculated in step 9. Each assignor’s Western
BR costs for the month (to be billed by NCPA) will equal the respective Own-Load
constrained costs adjusted by this step added to Assignor’s Base Resource share.
NCPA staff shall regularly monitor the results of this procedure and recommend
corrective action to be taken if and when the application of this procedure results in
counter-intuitive and/or unfair allocations of benefits and costs to Assignors.
Assignment 21-SNR-02644
1
REQUEST FOR ASSIGNMENT OF
CITY OF PALO ALTO’S
BASE RESOURCE PERCENTAGE TO NORTHERN CALIFORNIA POWER AGENCY 1. BACKGROUND:
City of Palo Alto (Palo Alto) is a municipality. Palo Alto entered into Base Resource (BR) Contract 20-SNR-02365 (BR 02365), dated March 15, 2021, with the Western Area Power Administration (WAPA). BR 02365 provides Palo Alto with 12.06299 percent of WAPA’s BR. Palo Alto is located in the California Independent System Operator’s
Balancing Authority Area. Palo Alto assigned its BR percentage under BR
Contract 00-SNR-00336 to Northern California Power Agency (NCPA), a joint powers authority, under Request for Assignment 04-SNR-00745 effective December 16, 2004. Contract 00-SNR-00336 and Request for Assignment 04-SNR-00745 terminate December 31, 2024. NCPA and Palo Alto wish to retain the assignment beyond 2024.
2. REQUEST FOR ASSIGNMENT OF PALO ALTO BR PERCENTAGE TO NCPA: 2.1 On the effective date of this Request for Assignment 21-SNR-02644 (Assignment), Palo Alto hereby requests WAPA assign its BR Percentage under
BR 02365 to NCPA under NCPA’s BR Contract 21-SNR-02661 (BR 02661).
2.2 NCPA is agreeable to taking responsibility for Palo Alto’s 12.06299 percentage of BR.
2.3 As of the effective date, NCPA assumes all the rights, duties, and obligations
associated with receiving Palo Alto’s BR Percentage under BR 02661. 2.4 Palo Alto and NCPA shall jointly and separately indemnify and hold WAPA harmless from and against all claims, damages, losses, and expenses, including
attorney’s fees, arising out of or resulting from this Assignment.
2.5 Palo Alto and NCPA agree that either Palo Alto or NCPA may unilaterally submit a 90-day written notice to WAPA to terminate this Assignment. Termination shall become effective on the first day of the month following the 90-day period.
On the effective date of the termination, this Assignment to NCPA shall terminate
and the BR Percentage shall revert to Palo Alto. NCPA shall hold WAPA harmless from any and all claims, damages, losses, and expenses, including attorney’s fees, arising out of or resulting from issuing a notice to terminate or termination of this Assignment.
2.6 This Assignment shall remain in effect until the earlier of: (a) December 31, 2054; or (b) until it is terminated pursuant to Section 2.5 above.
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3. REDUCTION OF PALO ALTO’S BR PERCENTAGE OR TERMINATION OF PALO ALTO’S BR 02365:
Section 4.2 of BR 02365 allows for Palo Alto to reduce its BR Percentage or terminate BR 02365 for any reason through June 30, 2024. Section 12.4 of BR 02365 also allows for Palo Alto to reduce its BR Percentage or terminate BR 02365 within ninety (90) days after the Rate Effective Date of a Rate Schedule or Rate Schedule extension.
3.1 Should WAPA receive a request from Palo Alto to reduce its BR Percentage, the BR Percentage assigned to NCPA shall be reduced in NCPA’s BR 02661 on the effective date of the reduced BR Percentage.
3.2 Should WAPA receive a request from Palo Alto to terminate Palo Alto’s
BR 02365, Palo Alto’s assigned BR Percentage shall be returned to WAPA for reallocation on the effective date of the termination of Palo Alto’s BR 02365. 4. EXECUTION BY COUNTERPARTS:
This Assignment may be executed in any number of counterparts and, upon execution
and delivery by each Party, the executed and delivered counterparts together shall have the same force and effect as an original instrument as if all Parties had signed the same instrument. Any signature page of this Assignment may be detached by any counterpart of this Assignment without impairing the legal effect of any signatures thereon and may
be attached to another counterpart of this identical in form hereto, by having attached to it
one or more signature pages. 5. ELECTRONIC SIGNATURES:
The Parties agree that this Assignment may be executed by handwritten signature or
digitally signed using Adobe Sign, Adobe E-Signature, or DocuSign. An electronic or digital signature is the same as a handwritten signature and shall be considered valid and acceptable.
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6. AGREEMENT:
All parties to this Assignment agree that it will become effective on the first day of the
first month following the date of approval by WAPA’s Administrator or a later date if agreed to by WAPA and Palo Alto.
CITY OF PALO ALTO
By: Name: Attest: Title:
By: Address:
Name: Date: Date:
NORTHERN CALIFORNIA POWER AGENCY
By: Name: Attest: Title:
By: Address:
Name: Date: Date:
The above Assignment of the BR Percentage from Palo Alto to NCPA under BR 02661 is hereby
approved. Date: By:
Tracey A. LeBeau
Administrator and Chief Executive Officer Western Area Power Administration