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HomeMy WebLinkAbout0481.091, , I , I November 6, 1991 THE HONORABLE CITY COUNCIL Palo Alto, California 3 Settlement and Interconnection Agreements B~tweeD PG'E and NePA' City of Palo Alt,2 Members of the Council: Report in Brie~ This report recommends that CO~"1cil adapt the attached Resollltion authorizing the SETTLEMENT AGREEMENT CONCERNING FERC OOCKET NOS. ELB9-34 AND ER90-355 BETWEEN PACIFIC GAS AND ELECTRIC COMPANY AND NORTHERN CALIFORNIA P,;:)WER AGEtlCY ,Settlement Agreement) and a~thorize the Mayor to ex~cute the a&ended INTERCONNECTION AGREEMENT BETWEEN PACIFIC GAS AND ELECTRIC COMPANY AND NORTHERN CALIFORNIA POWER AGENCY, CITY OF PALO ALTO, plus nine other entities CIA). NCPA and pacific Gas and Electric Company ,PG'E) have neqotiated a s~ttlement of a number of disputes (Settlement Agreement), and agreed to amendments to t".he IA to address Sections where disputes and/or other interpretations had caused difficulties between the parties. The IA is incorporated into the Settlement Aqreement, which must be filed at the Federal Energy Regulatory Commission (FERC) Py December 2, 1991. The Settlement Aqreement and the amended IA must be app~oved and executed by all parties sufficiently in advance to meet the FERC filinq deaaline. The Settlement Agreement. the amended IA and resulting major implications to Palo Alto are discussed in this staff report. Background The Northern California Power Agency (NCPAl was farmed under the Joint E~ercise of Powers Act on July 19, 1968, which was revised on April 1, 1973 and subsequently amended on January 1, 1982. The 3PA is the NCPA ·constitution,· establishing the Commission, voting rights, ~emhersl rights and obligations, and fees. The members joined NCPA to address the power supply challenges faCing elO .. 481" 1 ."" , .,>..._,_. the city and its public power counterparts in Northern California. In qene~al NCPA is the vehicle through ~hich Palo Alto can collectively p~rsue goals it has in ~omoon ~ith other memhers. The most i~portant of these common goals is resource acquisition. NCFA and its membe~6 have been successful in developinq and operating its r~sources, ena they continue to plan and implement additional resources as necessary~ An lA is a key docum~nt that is absolutely required to be able to operate NCPA resources and to have access to transmission to link the members to their various sources of power~ The original IA, to which Palo Alto became a party on September 14, 19B3, pro".,rided member acceS$ to PG&E transmission to deliver power from NCPA res~urces to each lA member delivery point, proviaed emergency and maintenance power services to back up NCFA resources, established the process for buying and selling pol-Ier, set the rates to be charged £or all the servi~es, and documented the procedures tor coordinated operation of the interconnected systems. In essen~e, the lA is the basis of the rela~ionship between NCPA (and NCPA lA Members) with PG&E. The formation of NCFA and the difficult negotiation of the IA marked a siqnificant transi't.ien in Palo .~ltots (and other members'J relationship with PG&E. The cities were becoming less dependent on PG&E and perhaps even viewed as a competitive threat to PG&E's market. As a result, NCPA and PG&E have had numerous disputes over interpretation of very basic aspects of the lA, including support for NCPA resources, transmission services, various power supply issues and the costs. In addition, NCPA and PG&E have had numerous disputes outside the lA, the most significant beinq PERC Docket E-7777~ The latest in the series of disputes regarding the l"A involved an attempt by PG&E to significantly increase rates for transmission services. Other issues included the need for a more detailed transmission service study process, greater availability of information to verify PG'E's study results, greater NCPA participation in the study process, the need for connecticn of NCPA resou~ces to not be held up until negotiation of cost allocation relative to benefits of upgrades are cvmpleted, the application of transmission rates to be consistent ~ith the actual tur.cticnal use, and others. The FERC Docket E-7777 involved a longstanding dispute that was not acted upon by FERC until 1990 and was then dismissed. The issues included NCPA access to a portion of the Pacific !ntertie, the effect of the SMUD -PG&E Integration Aqreement on NePA, ~ransmission rights through Western's transmission agreement (2948A} with PG&E, and membership in the California Pewer Pool. CIDl:481.n 2 .. ';:':'>l' " . ! • , f S~.nce initial efforts to reach a neqotiate~ settlement .. ere not successful, both parties filed actions at FERC. Considerable effort arA large sums of money were sp~nt preparing testimony fer what turned out to be a protracted, yet productive effort. As a consequence, in January 1991 the parties met and successfully neqotiated the settlement Agreement vhich resolves a number of outstanding disputes and requires numerous revisions to the oriqinal lA, including its Rate Appendix4 A copy of the Settlement Agreement is attached and summarized below. A brief description o.f the IA, which is designat,ed as' Attachment 1 to the Settlement Aqreement. fo110v6 and a copy of the more massive: IA is available from staff upon request4 Description of the Settlement Agreement Section 2 of the Settlement Agreement -Recitals -provides a convenient CuuteA~ in which these settlement negotiations and the resultant Settlement Agreement were crafte~. Section 4 is a detailed description of the settlement release and dismissal of outstandin9 disputes and claims for each of the FERC dockets impacted by this Settlement A9reem~nt. In additipn , beginning in section 4.7 and its subsections, several exceptions to the release language are provided. The parties agree that the settlement and release ~ill have no application on certain ongoing proceedings in which NCPA or a nwnber of its member"s are a party. Section 5 incorporates the amended lA and its Rate Appendices. Section 6 is a reference to third party deliveries of power to NCPA with respect to Firm Transmission service. Section 7 includes an off-ramp clause for certain automatic adjustment clauses to rates and terms within the agreement. section B provides a recitel of certain benefits to the City of Redding as a result of the settlement of E-7777, in which the City of Redding is a party but not a party to the lA. Description of the Interconnect_ion ,~.,g.reemcnt and Its Rate ~ndices The NCPA IA provides for, among other things, po~er supply, transmission services, the treatment of incremental transmission facilities for the connection of NCPA resources to PG&E'S facilities, and support services for NCPAfs resourceS 4 The basic construction of the new IA is not significantly different from the original lA. However, considerable detail has been added to certain Sections where disputes and/or other interpretations had caused difficulties. Most notably, Section 6, dealing with CIIlU481"1 3 • - •• ___ -c .. ,.".._._,,~""-o .. ~. ;""",,,"U 4"'''''. ", ..... "" .. , ........... '" ....... ,.,""' ..... t .... "';;"" ... ""' ... _ () Transmi58ion Services, has been s~9tantially rewritten to include additlonal services and to cr-eate a more 4ssurad process for the studying and gra.nting of transmission requests by NCPA. In addition, Section 9 has been amended to greatly enhance both parties' underst,anding cf each other's obligations tiS they may relate to incremental transmission facilities required by new transmiszion service~ Further Section 9 hss been a~ended to reduce the security deposit required from either a $25 million bond or a $12.5 million cash pledge to a security deposi~ equal to one-half of NCPA's estimated bills for a given year~ The most notable change in the IA is to the billing provisions tor-trans:'1ission service. Umler the original lA, NCPA and PG&E differed greatly in their interpretation of the applicable billlnq det~rminants associat~d with the provision of transmission service~ NCPA generally took the position that transmission billing determinants are based on the load ot the NCPA members. PG&E ~ost often took the position that transmission billing determinants are based upon :tJCPA resources. As a result of these different interpretations, numerous disputes evolved throughout the period under th.!' existirlg IA. In the sett16ment of the disputes, the parties have agreed to a much simpler application of billing determinants to NCPA. At the present time, PG&E has a functionalized transmission rate method which classifies transmission facilities by type. These include qeneration tie which connect generation plant to the bulk transmission ~rid, area facilities ~hich connect NCPA ~ember CU$tomers· load to the bulk transmission grid, ~nd backbone facilities which make the culk transmission grid. The rates in general for transmission service to NCPA will be based on the followinq! l~ NCPA member load connected to PG&E area transmission facilities will be assessed an area transmission charge. PG.E previously thought NCPA sho~ld pay an area transmi~sion cha~e for all NCPA resources, regardless of NCPA's actual use of PG&E's area transmission facilities. 2. NCPA resources connected directly to PG&E generation tie facilities will be assessed a generation tie transmission charge. Generation tie charges will not be applied to any other NCPA resource or load. PG&E previously thought NCPA should pay a generation tie transmission charqe for all NCPA resources, regardless of NCPA's actual use of PG&E's qeneration tie transmission facilities. CIIIl.~81.U 4 3. -'-___ ...... \O .... " .... -_~'" v,,< .-,. Backbone tran$mission charges will apply to all NCPA resources and ~wer purchase contracts in PG&E's service area and import capability intc the control area~ slJch as t:ile COTP .. which use Firm TI:aTtsmission service under the IJ,. Backbone charges 'Wollid not apply to any NCPA or member resources that do not use Firm Transmission Service under the IA. PG&E previously thought NCPA should pay a backbone transmission charge, even for NCPA resources that did not use Firm Transmission Service under the lA. The new billinq construction provides a straightton"ard mechanism for NCPA and PG&E to administer transmission costs during the tenn of the IA. An additional complement of this !A and its associated amendments includ~6 the ap~lication of a benefit analysis for determining the CQst allocation between the parties of incremental transmission facilities, added to PG&E's transmission system due to new NCPA transmission requests4 As part of this settle~ent Agreement, PG&E has aqreed to assume the responsibility to maintain and pay for transmission facilities adequate to serve the load of l~CPA member customers for all norm.al load growth of those member customerS4 Previously, PG&E argued that it could have required the NCPA members to pay for any added transmission facilities. Where system upgrades are required to integrate NCPA resources into PG&E1s transmission system, NCPA ~ill assume the responsibility for the initial connection facilities. Other transmission upgrades required on PG&E's trans~ission system for NCPA resources beyond what is necessary for the initial connection will be allocated based on the bene~its shared by both parties. But this is only if NCPA is required to make initial capital outlays~ .l.mpact on HeM Members The impact to each NCPA member is dependent on its unique load profile ana mix of NCPA resources. In general, this Settlement Aqreement provides a reduction in costs compared ~ith those rates and billinq determinants identified in PG&E's ERSO-355 filing at FERC. Furthermore, the revised IA provides NCPA with significantly greater flexibility with respect to bulk po.er transactions, thereby providing an opportunity to reduce power supply costs to the members. The overall benefits of this Settlement Agreement, as they pertain to a particular NCPA member customer, are difficult to esti~ate, as the cost allocations of these benefits often are subject to the provisions in the NCPA pooling agreements and facilities agreement, which themselves may 5 -----, ... ~, -'~'>--...... , .. '''"",~-- • . / . • , . . ," o () be chonqed by the certain ranqes ot shown below. members. Ho~ever, it is possible to estimate cost impacts; and estimates for Palo Alto are Impact on PalQ Al.t2 The overall financial impact ot the settlement on Palo Alto is favorable. In addition to nQ longer having to provide funding for consultants and NCPA staff efforts to deal with the disputes, the settlement results in transmission costs significantly more in line ~ith our expectations of the original IA. The following graph compares the respective positions of PG&E and NCPA versus the Settlement and clearly sho" .. s the: financial advantage. PALO ALTO'S IA TRANSMISSION COST SETTLEMENT VS RESPECTIVE POSITIONS ,-,~~==----------------------------------~ .... 1102 ... ...'" '!HI IBM ~1iI7 tH8 1HC1 [~-PGlE _HCPA _ ~8~~ The Settlement Agre~en~ and amendments to the IA represent a restructurinq of the relationship between NCPA and PG&E in a manner that will lower cost, increase flexibility, remoYe uncert~inty, and minimize disputes~ In order to become ~tfective, the amendments must be approved by the NCPA members' governing boards. am".1'!l1 6 • .. _-------..., RttcoMendatiQD. stat! recommends that Council adopt the Resol~tion authoLizinq the settlement Aqreement and authorize th~ Mayor to execute the LA as expeditiously as possible in order to meet the PERC filing deadline. Regpectfully submitted, ,?6->W# P 8dv-d RONALD P. BELVA.L Enqineerinq Manaqe~ -Energy Planning /'~ ·~·~2' RICHARD L. YOt1NG F Oirector of Utilities t ~- WI AX ZANER ci y Manager Atbchlllents ClOt. 4811 91 7 .. o SETrLE.\fE1'oT AGREEME; ... T CONCERNIl'G FERC DOCKET NOS. ELS9-34 AM) ER90-355 BETWEE:-I PACIFIC GAS AND ELECTRIC COMP,A.N)' A-"ID NORTHER)', CAlIFORNIA PoWER AGENCY This Settlement AgTe~ment is made as of this __ day of _____ , 1991. by and between the PACme GAS A.'ID ELECTRIC COM.PA."~ ("PG&E"J and the NORTIiERN CALIFOR.'11A POWER AGENCY rNCPA"J. PG&E 2l!d NCPA are hereinafter referred 10 indhiduaUy as "Party'" aDd collectively as "Parties." 2.1 WHEOFEAS, PG&E, a corporation organized under California law, is engaged, amoog other thmgs. in tb~ business of generating. tra!lSDlitting, and distributing electric power and energy in nortbern and ceDtr.ai DEf~mi3 aod elsewher<e; 2.2 WHERE.4.S~ ,t\;CPA is a public agency engaged in the ge.oeration, sale, purchase and excbacgt' of electric po...ver and energy and Wi3S created by a joint powers agreement dated July 19, 1968, as ameDded~ by th~ member cities of Alameda. Biggs, Gridley. Healdsburg, Lod~ Lompoc, F'lo Alto, Redding, Roseville. Santa Clara and L 1tiah, and the Pfumas-Sjerra Rural Electric Cooperative, Me::! which also preseDtIy includes the: Truckee-Donner Public Utility District and the Turlock Irrig.tion District; 2.3 WF'.EREAS, the loterconne.tion Agreement between NCPA and PG&E rthe lAO), as ameneed, initially acc<pted by the Federal Energy Regulatory ColllJltission ("FERC" or "the Commission") by order of September 14, 1983, in Docket No. ERS3-683- 000, and currently on file as PG&E Rate Schedule FERC No. 84. is pre;eotIy in force; • '~ . .. _---_._-.... -.. ,.. 1 ., i o o 2.4 WHEREAS, On May 31, 1989, NCPA filed a complaint witb FERC designated as Docket Nc. ELS9·)':-OOO coourniDg principan.Y billing.. and the interpretation of provisionS. for certain trttJJS.mis&ioo services under th~ L.c\ and its A?pe!Jdi.~ A ("the Rate Appeodu-'); 2.5 WHEl>EAS, 00 May 3, 1990, PG&E filed an incr""",-in rates for ""ruin transmissioc services provided undeT th~ t.a.. with FERC designated as Docket No. ER90- 3:;5.00<); 2.6 WHEREAS, 00 June 29, 1990, NCPA filed an AmendmeN 10 Complaint in Docket No. EtS~-34-000 coDcerning issues about billing for certain transmission services that bad been deferred as a result of the settlement between the Parties ill FERC Docket ;';0. EL89-4-OOO; 2.7 \\o11EREA,S, on September 10, 1990, PG&E issued a compreh::-nsr.-e bill to NCPA whieh incorporated aU amoants to whi.cb PG&E as.serttd it -.vas entitled wnder the Rate Appendi,;; for the 49 mont.O period fr{)Jn January 1, 19a~ through J:muary 31, 1~~ 2.8 WHEREAS, On November 5,1990, NCPA flied a Second Amended Complaint in Docket No. EL89-34-000 contestiD~ PG&E', comprehen£ive bill of September 10, 1990, and on ~ovembcI 9, 1990, NCPA fi!ed a Petition for Emergency Relief and Request for Summary Disposition also c:baDenging tbts comprehensive bill; 2.9 WHEREAS, in ao Order dated September 28, 1990. the CoIJllIlis>ion consolidated Docket Nos. EL89-34-000 and ER90·355.<JOO and set them for hearing under Section 206 of the Federal Power Act ("FPA"), including a complaint initiated by CommissioD Staff; 2 • 2.10 w1{EP.EAS. oe Jaeuary 2~. 1991. PG&E filed a withdIawai of the rate cb.nge filed in Dod:('t No. ER90-35.5-OOO or, in the alternatIve, a mot.'oc to withdr.3w wat ra(e ehaDgl! filing; 2.11 WHEREAS. since January 1991, :-;CPA and PG&:E have been engaged in negotiatio!Js to settle these dockets and have agtt:r.:d to settle the billieg dUpute, make numerous revisions to tbe lA illduding: tb:c Rate: Appendix. and settle orher proceedings involvillg the Parties, notably FERC Docket No. E-7777 (Pbase II); 2.12 WHEREAS, the Parties agree that this Settlement Ayeemeet resolves aU outstanding differences between them which ar. the subject of FERC Docket Nos. EL89-34-OOO. ER90-35S-OOO, E-7777 (Ph... II], ER76·:96, ERS6-I07'()()1 ~Dd ER86-120-OO1, and FERC Project Nos. 137, 233 and 2735, as "'ell as th= di.l'u1cs and claims in FERC Project So, 1988 insef", as it was consolidated with FERC Project No. 273:5. aDd Ypon signing and sl):b'Sequ!:"Dt acceptance by FERC oi this Settlement Agreement these dockets or relevant portiocs thereof will be closed; aDd 2.13 WHEREAS. eac"h FaIry represents aDd warrants that its undersigned Iepre~Dtative bas be'en duly authorized to enter into this SettlemtDt Agree-ment. 3. AGREEMENT NO\V. 11iEREFORE in coDsid~rarion of tile covenants and conditions herein set forth, the Parties agree as foDow" 3 .~. 4. ·F." ~~;,' :.~~'. -;.."", .~-'-"'-",:-.-: ---,"--. .-'._---. '. o SE-.-rtEMEYL RELEASE AND orSMISSAL Of 01.. 'TSTA.'-l;lIJ'l.i:U::>!SPUTES AND QAIMS comprom.is.e, settle and release aD disputes aDd claims i..1volved in FERC Docket No, EL89-34. Conditional upon FERC acceptance or appro"l of this S<ttJeme!l! A"oreewenl, NCPA withdraws with prejudice its complaint aDd requ~"t for emergency relief in this docket, PG&E withdray,~ its responsive pl •• dings, and neither Party will take any further action .in this docket other than to implement this settlement. UDder this Settlemellt Agreement. the Parti~s agree that aD bills rendered under the IA.. tb:ou,gh and icc1uding the bill for December 1990. bave been satisfactorily paid. No Party ."ill seek any readjustment of such bills or seek additiocal or reduced compensation for ~rvices rendered pursuant 10 the IA. d!JriDg the time periods covered by such bills, or ",'ill allege overpayment or Ullderyayment [0 connection with such bills. The 52,531,729.10 preseell". in agency account DO. 318-111251 he-Jd by the Wells Fargo Bank is hereby released, and the mODey. together with aD accumulated interest, 'will be rerumed to ~CPA. except for $300,000) wbich will be paid to PG&E. The Parties agree to e.x&ute speedily all releases or otber doc'Jments ne.cessary to release t.he~ funds from escrow i1.fter this Set"Je:nelJt Agreement has been approved or accepted by tIle FERC. 'I1lls St-niemeo! Agreement is expressly -cQnditioned on the Co!!".missioo,'s tenn.ina.tion of its o .... 'n in'l,l.estigation in this dv::"ket under Section 206 of the FP A 4.2 FERC Docket No. ER90-355. 8y tllis S<tt!ement Agreewent, tll< Parties compromise, se~Je aDd release aU disputes and claims invol .... ed in fERC Docket No. 4 • -' . , ' ... ./ e ER90~35.s. Conditional upon FERC acceptance Of approval afthis ~tt.!ement Agreement, NePA withdraws Its participatioe Ie rhis docl::et and re!louncts any daim wh..icb it might otherwise possess to rtfunds a"",ded under Secti<m 2()(i(b) or the fe<leral Power Act, aDd I1either Party -will !alee any further action in this docket other tban to implem.ent this uttlemc.ut. Vpoa FERC .apprO'v'al or acceptaD:::C: of this Settleme.ot Agretmeot, PG&:E will Mtbdraw its relared Petition Cor Review .in the Vaited States Court of Appeals (or the District c{Columbia Circui~ No. 91·1096. Tbi. sel'Jement is expressly cOlJdition~ on lb. Approval of its alternative mot.ion to withdraw that rate filing,. End on the Commission's termination of its own iuve$ti.gation in this docket under Section 11]6 o! th~ FP A 4.3 FERC Project Nos. 137.2.33. 1988 ODd 2735. By Ibis SenJellltnt Agreement, the Parties compromise, settle and release in accordance ';l.ith this agr~ement the disputes add claims of NCPA and PG&E in aU pecding proceedings conce.rcing FERC Project ~os, 137, 233 aDd 273$, as well as those disputes and daims ill FERC Project No. 1988 insofar as it was ccnsolidated with FERC Projeot No. 2735. Upon FERC ao;;.ptance cr apFrovaJ 0{ this. Settlement Agreement, (3) }..·CPA \l.i11 -witbdraw with prejudice ~ts Request fer Reheariug filed on May 6, 1991 in Projects :-10. 233, 1983, ODd 273S, (b) .either Party will take any further action in tlt~sc: proce~ings other than to impJement this Settlement Agreement and, in the case of PG&E, to obtain • new lice"St fer Proje<:t No. 1988, and (e) NCPA and Ibe Cities of Alameda, Healdsburg. Lod~ Lompoc, and Ukiah will .... ithdraw their interventions and neither tbese parties nor PG&E will take any furtlJer part ill Project N"o. 137 except to the c.neD[ FERC aDQYI.;S the introduction. on its own motion or by third 5 • -fi " · - " ------.--~--~ ... G parties of jssues not pre~nt1y [n Project ~o. 137 and Dnt raised in such lnterventloc5, ie ... cbacges the proceeding ieto a gel!eric oce aad except. in the case of PG&E. to obtli.."l a Dew license ('Of ?rajtt! No. 137. 4.4 Docket Nos. 10·7777 {Pha.<e TO and ER76-296. By th:is Settlement Agreement, the Parties (:omprom~e, settle and release in: accordance ';\o;th this agreement all disputes and claims invoMng FERC Docket Nos, E-7m (Phase II) and ER76-296. Upon f"ERC approval or acceptance of !his Settlement Agreement, and upon vacating the ruling of the Presiding Judge in Docl:et No. E-7777 (Ph"", II) publisbed" 2S F.E-R.C. , 6:1.074 (198:;) or otherwise rendering this ruling of 00 Jegal fort:.e or effect. NCPA wi!! withdraw witlJ prejuciice its application for rehearing filed in FERC Docket :-las. E-m7 aDd ER76-296 on May 6, 1991. and neither Party wiT! take any further action in these dockets other than to implement this Settlement Agrcc:meDt. PG&E agrees to support NCPA's request COi" ..... acation vi the aforesaid ruling, 4.5 Geothermal Public POW~[ Line. By thi> SettJemect Agr .. ",en~ NeF;" agrees to take no furtheI action ilSSOC1ateQ -with the 3Fplicati.on r"r certification before the ealifonria Energy Resources Co05el\'atioD and Developmeot Comm:isslO%l for the c.,othennal Public Power Line ("GFF!."). D<>cket No. S6-AFC-2, other than to terminate ihat docket NCPA further agrees to recommend to and <ocourage the other applicants and participants in GPPL similarly to ta~e ,,"0 forther action in that docket other thal! jointly 10 withdraw their .pplication. PG&E recognizes that NCPA b ... satis5ed its obligation pursuant to Section 6.2.7.c of the 1A either to construcl or to cause to be 6 """"--- r t -- CQc'Sotructed a third 2)0 IcV transmis.s.ioD tine out cf The G~ys.ers. by reasoD of bf!ing a cotecant in th~ Castle-Rock-Lakeville O"aDSD'lisslon line and by obtaining the right :0 use add.iti':>naJ traDsmis;s.ioD: capacity in this lioe from the Californja Department of Wat:! ReSO'.Jrces. 4.6 Docke! No •. ERS6-107-OQ1 and ERM·!20-00l. Upon aeeeptaDc. or approval by FERC of this SenJ.",en, Agr.emeD~ PG&E wiU pay '0 NCPA, .Dd NCPA accepOl as complete ",,",ord and satisfactioD, S 1,500,000 fo: all NCPA claims for refund pursuaD< '0 tbe "Temporary lUte Implementation Procedure for Diablo Canyon tlnit No.1 and Unit No.2" ("Oi.bIo True-up Mecbanism"), whicb is Part Ifl of tbe "Se!'Je:nenl Agreement Offer, and £>planalory Stalement Pursuant to Rule 602 (Northern California Power Agency)" filed in FERC Docke! :-l05. ER86-107-OQ1 aDd ER86-I~O-OOl. :-lCPA agrees th., because such payment fully satisfies PG&E's refund cbbgatioDS., it belwy releases and waiv~ ... n r.T~im~ and dispute'i arising &om or reb ted to the Di:ililo 1"n.:.c-up McchMism.. 4.7 ether Pr(J("e ed ingo;. 4.7.1 Except a~ otbeI\lltse pro\ided in iliis Section -i.i, each Pa!1y agrees that it will state no claim, assert no right, 2nd seek no remtdy or relief, whether in the fcnn of mom~y damages. refunds, license conditions, requests for provision of service or for modification of rates,. cbarges,. terms or conditions of service:, investigations.., or otherwise, ill any judicia~ administrative, or other proceedin~ for facts, circumstances and conditions (incruding actions or faJ.lures to act of the other Party. alone or with olhers., and i!lciuding entry Into agreemen [S, the terms and conditions of S"ucn agreements, and th e Ilahl re of 7 . --~-~, .... ~"-, ... -------'--.--... '-- · , ,- o --0---"---- performance or DO!l-performAnce 'UDder :s'U<::h agr~emeDtsJ which are alleged in thoe rccords ofth~ proa:edmgs identifi.ed iD Sections 4.1 through 4..; or fo! the coctinuation of any 5u<::h facti,. circumstances or coadioom up to and including the tLtte or this Settlement I Agreem<llt. 4.7.2 .By agreeing to this settIeIIi~n! and release, .ceitber Party waives aD)" rights to state claims or seek relief against the other Party for facts. circumstances or condjtions prior 10 the date of this Settlt'ment AgreemeDt which are not simJlar to facts, circumstances or conditions alleged ill tbe records oftbese proceedings. By agreeing to this settl~ment aDd release. neith~r Party wan;e.;: any rights to state claims or seek re1.ief against the oc.ber Party for facts. circumstances or condjtions in exis1ence after the date of this Settlement Agr.ee::nent, irrespective of whether sucb fa!;~. cirrnmsranccs or cODditioILS are differe!lt trom facts, circumstarlc.es or <.'Ocdjtion.s e.'CistlDg prior to this Ser+Jement Agreement. For pUlJ'oses of this Se<."tion 4.·7. the terms a.cd c:J.cditioDS of agreements entered into prior to the: date: of this SettlemeDt Agreement and still in effect will be deemed to be facts., cirC1Jmstances or conditions i:l existence after the date of this. ~tt1ement Agreement. 4,7.3 Notwithstandillg any otber provision of this s.,ction 4,7. NCPA agrees that the prohlbition of Section 4.7.1 on maIdng claims. asserLi..cg rights,. and seeking remedies or relief will apply for a period up to and illc]udillg December 31. 1998 to the extent auy proceeding, judicial. adn:J.inistrative or other, Involves the California PO'II!'er Pool Agreement, PG&E Rate 5<:bedulc FERC No. 27, as it may b. amended ("CPPA"). or the 8 .'" .- " power pool w!tich operates purS'llant to that a~re-etro~ot {"CPP··); p(O'>ided that if the CPPA should contain a pTO"isioo for eligibl1ity faT membersbip in the cpp~ NCPA m~y cQmpiaic und~ SectiC(l 206 o( tr.~ FPA for thE': sol~ p\lrpose. of sbo..wing the :llleged fa:jfure of piU"tie.s to the CPPA to apply the terms of such provisioD to NCPA in I m4.D.Der consi:stent w!th St-ctiOD 20.5 of the FederaJ Power Act; and provided further that the prohibitic.D oi this SectiOD 4.7.3 'WiG :!lot apply to ilDy eHen by NCPA to demonstrate benefits of its act~ai or potential membership in the CPP, 33 It c.:cists at tha:t time, if I.h..i:s. effort is made in an administrative proceeding which is dearing with power pooling in general and not the CPPA. alo1le and if NePA ~oes not request or demand compelled membersbip in the CPP or c:hiUlge.s or addirioD.!5 to the CPPA. 4.7.-l This release does Ilot bar the a~rtioc ot claims to toe extcct they are based on fa~ circumst.anus or coodirioDs not wlthin the scop.'! of SectioI!. .:1..7.1 and on facts., ctrcumstances or conditions whkb are 'Within tbt scope of Section ~.1.1 and which existed only after s"ptember 14, 1983. However, in lb. ease of SIleo clalms, Ibe relief and remedy :')Ought .cannot indnde aD), recovery by a Party for damagEs, if any. incurred as a result of facts, cUC'.JmstaDces or conditions which are .... ;tbi.o the SCClpt. of Section 4.7.1. and a Party asserting such a c(aim cannot use anything within the scope of Section 4.7.1 to show damage .. 4.7.5 Nothing in this rele .. " is intended to preclude any proceeding wroth may be brought by NCI'A alleging any ob~gation or liability of. Pacific respecting the provision of notice of cbanges in Project Dependable Capacity. as used in Contra", 2948A 9 -___ "''-_. "·_"Oi·""· _ ... 7 ......... ·-.... --------·-- • ------------------_. -~ ~tweell Pacific a.nd tbe Unit«!d States E\Jre~u or ReclAmation. uDd~T SectioD 205(d) of the Fl'A. 16 V.S.C ~ 824<i(d). 4.7.6 E'Ccept 2S may be expressly pennined by otlle.r prO\-isions of thls See-tioD 4-.7. as part of tIris s~~tJeme!H acd release neither Party will ref"!r to or otherwise use anything in the record of:.be proceedings identified in Sections 4.1 through 4.4 above for ilIIy purpose associated "ith 16 Us.c. §§ SO.l(h)(2) and BIl8(aX3). However, nothing iII this release is inrended Co affect the Com.m::.ssi"Il~S. obfigatio~ if any, to consider past condllct of til. Parti"" if and to the oneo' required by 16 V.S.c. is 8Q3(h)(2) ."d 808(0)(3). 4.7.7 The Parties agree that this settlement and release "INill ha\le no apt"',...licatioD to tbe fon~.ng proceedings, as and to the e.xtenl spet..ified: United States v. Pacific Go> and Electric Co No. ':·88·1600 (U.S. DiS!. C" N. Dist CaL), aDd anyappeaJ. or successor proceedings., only as to mattef5 relevant to the proceedings under the pleadillgs of the parties as of the date of this Settiement Agreement; Pacific Ga.s; __ and Electric Co. v Qtv of Alame:da. No. 569904·1 (Alameda COUDty Super. Ct.). only as to matters relevant to tile proceedings under ilie pleadings of the partittS as of the da1e of this Settlement Agreement; Pacific Ga_5 alld Ele~sC Co. v. Cit.... of Heaidsburg. No. 127234 (Sonoma County Super. Ct.~ on!y as to matters IelevaIlt to the proceedings under the pleadings of the parties as of the date of this Settlement Agreement; Paclf,]c G_al and Electric Co. v:..5;ity of Lodt No. 169313 (San Joaquin County Supa, Cll. only as to matters relevant to the proceedings onder the pleadings oftlle parties as a(the date of this Settlement Agreement; 10 .'". / ___ ....1.1-- Pacific Gas 2nd Electric Co, v. Citv of Lornpc.c. :"io. 144796 (Sa~ta Ba..rban County Super. Cl.). on...Iy as 10 matters relevant to tl!e proceedings ander ::be pleadings of the pa.rtie.s 6.S of the date of tbis Settlement AgreemeDt; Pacific Gas and Elec:!rt.c Co, v. Cit\." of Sal:lta: g~ No. 537572 (Soota Clara Coun!)! Super. Ct.), cely as to matters relevan. 10 the proceedings under the ploodings of the patries as of the date of this SetUe.weet Agreemen~ Pacific Gas ~nd Electric eg. v. City of Ukj~ Nc. 47426 (Mendocino Ccu"ty Super. Ct.), only as to maners relevant to the proceedings under the pleadings of tlle parties as of the date of this Settleme.t Agreement; petitions by NCPA to the Nuclear Regulatory Ccmmission under 10 C.F..R. § 2.206 dated De<ember 4, 1981, August 1, 1984 .. clarified on March 19, 1985, and November 19, 1990, alleging ';olatioru of PG&E's license for .Diablo Canyon Nudear Plant l~nic; 1 and 2, and subsequent proceedings. only as to matters relevant to the prlXeediD~ under the pleadings of the partic::5 as of tbe date of this Settlement Agreement z~d tne Director's De~iOD .n:::d 1'!otice o[ Vio1atioD dated ]1J.De 14, 1990; Padfic Cas and Electric Co., FERC Dockets No. ER91-344, ER9I-50S, ""d any successor proceedings. only as to matters reJevaot to the proceedings under the pleadings of the parties thereto or FERC orders issued .H ef th~ date of tl!is Settlemeot Agree!!le.nt; Tran5mis.;,;on Agencv of :~on.hern California v. P<i:.<;ific Gas and Electtic CO,;)l FERC Docket No. E1..9!-8 and any successor proceedings, only as to matters relevant to the proceedings under the pleadings of the parties tbereto or Comw.iss.i.oo: orders issued as of tile date of this Settlement Agreemen~ Pacific Ga!and Electric Co. FERC Dock.t Nos. ER91-337 aDd EL91-31~ only as to matters reieV3llt to the proceedings onder the pleadings of the parties tIlereto os of the dale of this Settlemen' Agreement; and Pacific Gas ond Electric Q2, FERC Project No .. 2019 and 2699, and any competing license applications, only with II --------'"'_. -----------,,----~ o reference to Pacific's alleged past exen::ise of what ~CPA characleru'!S as it!; .... c:!0 po-wcr under Section 6 of the FPA, 16 U.S.c. § 799, "ith respect to Project Xo. 24()9. 4.7.8 With regard to proce~dings eoaceroing compensation uDder Section 10 of the Electric Con>1!mers Prol.ction Act of 1986, Pub. t. 99·495, 100 Stal 1243, ;" cOncectiOD with the electio", to negotiate filed by PG&E for FERC Project Xcs. 1962 and 1988, NCPA will not assert any facts, cirC'Um5ta.n~s or conditions rd~renced in Section 4.7.1 as a basis for compensation cla.ims 'UDder Section 10. HO\Vever, the Parties recognize that this Settlement .... ...greemeot cannot bind or affect the rights of other claimants; ['or cao this Settlement Agreement affect or lintit S"Jch compensation as may be awardea by ilie Commission, or NCPA', right to !<-hane in Sl.:ch compensation. on the basis ot facts. circumstances or conditio.u.s lawfully in the record of S1.lch pn .. "'Ceedings, induding bets, CUCllIDstanccs orccnditioDS re(ere.Dced 1n Section ".7.1. PG&:'E will Dot object on the basis cf this Settlement Agreement to an)' claim or assertion made UDder Section 10 of ECPA by all)' claimant other than NCPA No eoullsel joiotly representing SCPA a.nd any other claimant will be restricted from pr(,Sl'Dong ac)' argument or tak::i!1g az::y positioD on bo:-half of such other claimant. 4.7.9 Tn.: Parties further agree that. Dct'Nitbstanding 3:ly other provisioc of this SettJement Agreement, this settlement and release will Dot bar either Party from the reference to or use of the condllct, statemen15 or records of any person or corporation, whe.never made, to the extellt it is offered as admisstble evidence as to the interpretation of any contract, agreement, rate schedule, or license condition} provjded, that each Party , , 12 / o .reserves the right to object to tDe admi!.sibillty or lJse of s::,).ch conduct. statements or records for ,Jny other reasolJ. 4.8 Gegeral provisiops. NeitlJer the e.~tt:ution of. nor aJly consideration provided. in. thls Settlement Agreement win be deemed an admission of any liabDirj by eit~er Party. Neith~r Party makes any admissioD concerning the v:lIidi.ty or ir.validity of any claim mflde m any of the proceedmgs sertled by this Settlement Ag.reemeDt. The rele.ases contained in this Section 4-are expres.s.!y conditioned on the CommissiOll'S a«epta.nce Cit' approval of this Settlement Agreement as provided in Section 7.2. Upon tlle signing o!this Settlement Agreement by lx>tiI Parries, PG&E and NCFA .... ilI jointly request tIla! FERC acrept this Sertlemect Agreement as the complete aDd final resolution of an cIaims and disputes between the Parti .. iIi Dode! :-los. E· 7777 (Phase IT), ER76-296, EL39·34, ER90·355, ER86-107-OO1 and ER86-IZo-oor, and ill Project Nos. 137,233, 1988, and 2735, ... and to tbe extent specified above. Rderel!'ces i.e this Sectioll '* In NCPA include ~CPA's present memben .~g through or on behalf of NCPA. s. L"']J;RCO:-l"ECTIO.'1 AGREEME;o.iT AND.RATE APPEND1X; IMPLEMENTATION Of RATE AND BILLrNG CHANG~ The amended lA, duly signed by NCPA. PG&E and tile member custome" of NCPA. is designated as Attachment 1 '0 this Settlement Agreement and incorporated by reference in this SettJemeDt Agreement as fully set forth herein. The changes in rates in the lA, including the methods for determining hilling determinants and charges for tnlDsmission services but not including the provision of any .service cot specified lI" the V\ 13 ______ ~._l J ___ • prior to this amended versioc or any rate provisio:ls a..ssoeiated 'Q,'1"th it., shaD be effective as of JanuOr:f I. 1991. and the ... ties agree to request thai the O><mn.is&on "'Me such cbanges effective rettoactive~J to tim date as ,art of app'",ing this ~nl.ment Agreement. 6. !Ji!RD PARTY DELIVERIES TO :-.ICPA The billing principles for FinD TTa.!1sm!ssiOD Service under the [A ill this settlement provide that NCPA will nol ~ assessed an additional lraILsmission charge for .... NCPA Resoun'e if a third part)' is providing transmission service 10 NCPA. Following FERC .ppr<Mll of !his Settlement Agreement, PG&E will within 30 days approacl1 the Califo,."ia DopaJ1ment of W.to, Rosource, (CDWR) and offer to amend Table 1l·1 of Nibit II to the Comprehemive AguemC:I11 bd .... 'eell CD'i'.o'R and PO&:E so as to mue NCPA a "Point of DeUv~I}''' onder the latter agreement. The Parties understand that CDVIR is paying for a Contract Coincidental Rate of Delivery at Bad.bene, ..s defined in the Compn:oensive Agreement, of 1,355 megawatts. The Partie:s do not ~:q>eC1 that such addition to Table II·! aDd subsequent CDWR use of ils transmission ",!Vice from PG&E for deliveries to NCPA will !ncur additional transmisslcD service charges to CO.-..vR u~dt"r the Comprt"hensivc: Agreement if CDWR does not increase its Contt'~ct Cr)i.!:.cidcuta.l Rate of DeU .. 'er,r. provided. that tile Parties agree tilat this statement does not aDd is nOt intended to modify, a .. nend or supplement any provision 0( the Compreaensive Agreement and tl:!at the applicable rat .. and charges fOT>'Ucb se"ice 10 CDWR for delivery of power to NCPA w'Jl be determined solely in aC(ordance v.ith the reJe\'ant terms acd conditions of the Comprehensive Agre.ment. 14 ....... ----_ ... -"-' o 7. ELECDQ!I1 CONCERNING RATE APJUS]MENT METHOD The Parties agn~ that NCPA ~ill have tliDety (90) rla~'5 frO(il the dat--=-of this Settlemenl A&,eemenr 10 elect by written notice to PG&E not to apply the A.'lDPRRAF formula set forth in Section 1y'3(b) of Appendix A of Ibe lA If NCPA male .. suciI an e-iec:rion. PG&E a.grees that it will not apply this formula wher~ otherwise app!jcable in Put IT of Appendix A of tbe toe\. 2nd that it will support requests for cba.ages in rates with cost support information required by fERC regulations. 8 BENEFID OF SETTI.EMEI'VT The Parties agr •• that the City of Reddillg, a memb<r of NCPA may obtain Ibe benefits of this Seftleme:cr Agreement availab1e to NCPA by agrt"eing to take services under lb. ~ p'ovidePi that NCPA .nd the City of Redding first satisfy the requirements of SectiOI15 7.1 and 9.17, as they may apply, and an olber re!evant provisions of the V. concerning service to Dew NCPA Member Cu~tomers as that teIlD is used .in: the LI\.. PG&E also agrees the City of Redding "'-ill nol be precluded in SUbseqU~Ilt bilateral service agreements as may be entered iota bc:t".\ie~n PG&.E aDd the City of ReddiDg from obtaining benefits similar to those provlded to NCPA as a r~.sult of this Settlement Agreement 9. E,ggULAJPRY AUTIfORITY 9.1 FiliDg of Settlement Upon the signillg of this Sottl.ment Agreement, PG&E and NCPA promptly will jointly file this Settlement Apeemeot with fERC as part of an offer of settlement in Docket Nos. EL89·34 and ER90-35S and request tbat FERC "eGept this Settlement A!;reemect as a complete res¢lu.tion of aD claims in these dockets and those 15 '. \ • . , , ~---(""~- other pr~edin8s specified in ~CtiOD 4.. as and to the -extent descnbed. ~_~ovided, that s\.!ch releases are conditioned upon FERC"!1 approval of~ Settlement Agreement as provided jn Section 9.2. Each Party W'Jl provide to tbe other upon request appropriate informatioQ and documeIlt .. rtion to prepare .or otbef",\,ise support the joint offer of settIemenl before FERC and any other pr~eding concerning th!s settlemeIlt before any other regulatory agency. when acceptance or approval of such application is necessa.rf for !be arrangements contemplated herein. 9.2 AaprovaJ 'hjtb9Ut Modification. 1lili Sett1em~Dt AgTeement ~ <t.Xprc:sl.ly condjtiooed upon approval by FERC without cbange or cew c-cIlditioo. unless such cbange "" condit.,n is subseqUelItIy and promptly accepted by the Parties in writing, and will be deemed to be \loid ab jcitiq unless so approved. 9.3 Rp.sto.[atioc. If t.his $e.ttlemenl AgreemeDt is Dot appro ... ed by FERC in accordance with Section 9.2 or is modified by FERC in a. manner unacceptable to the Parties as descnbed in SeC"tion 9.2, each Party'M1l be restored to its position with respect to the other Partj as iI ~sted tmmediately before tb~ Settlement Agre.ement was executed. 9.4 Support and Defend Agreement. The Parties wi rue an reasonable action necessary to sectae approval by FERC of this Settlement Agreement in jts entirety and without cbange or cODdition. The Parties will make every reasonable effort to suppot1, defend and protect tbis Settlement Agreement before FERC, tbe Pt:bUc Utt1ities Commissioc of the Stare of California aDd any other regulatory authorir:y or court of 16 , o competeDt jurisdiction which "bas as an iuue bt!for~ it this Settlement Asrecme!U or jts operatioD or c:if.o::ct. iO. INTEGRATION 'Tb.is s,e.n]emI:Ilt Af;reemeat constirutes the complete and fir.ar expresrion of the agreement of the Parties as to its su~ject matter and is ictended as a c01l:JpJete .and exclusive statement of the tenIlS of 'tlleir agreement whkh supersedes a.D prior and cootemporaneous oral or written offers, promisu.. representatio!l..St. .ne~otiatio.D.$, disclOSSions and communications concerning this Settlement Agn:ement 11. NO PRECEDEIIT NolbiDg coDtaiDed in this S.tt1emeDI Agreement oLber than the [A itself will establish aD)' precedent under Ibe LA. or elsewhere. This S<:tdemeDI Agreement will DOl be submitted as e\1de.D~e of contract interpret.:uiol'1 in aD)' prOCl'.t"ding. This Settlement Agreell1e.Lt may be amended only by a \I,'ritten instrument duly exeC1J ted by the Parties, 13. GOVERNING LAW This S.ttlement Agreement will be interpreted, goY,med by, aDd cODstrued under the Jaws of the Stat~ of California or the laws of the United States, as applicable, as if exeC1lted aDd to be performed wholly witllin the Stzte of California. 17 • \ .. ; -.S':. i , 14. CAPTIO"lS An captions., beadings and titles in this Set"'Jement AgreemeIlt are provided for convenience oe!y and are no!. intended to have any meaning or effect on t.b:~ contents of this agreement. its scope or its interprttatioo. 15. SIGNATURE CLAUSE The signatories hereto represent that they bavt: been appropriately authorized to enter int~ this Settlement Agrf'..eme!:lt OD behalf of the Party for ..... bom they slgtl. PACIFIC GAS AND ELECTRIC COMPAo'''Y By:~-;;-::.:-::-........ =-:-:;---Name, Robert 1. Haywood Tltlc: VICe Presideot -power Planning aDd CODO'acts Da~: ________________ _ NORTIiERN CALIFOR.'\lA POWER AGE:-iCY Bv: Nam-e-,-·Mj=·c7b~a·e""'I;-W=.-;M=cDo=-:n"'a1"d TitJe ~ General ~fanager Date: ____________ _ 18 • ~. . ~_ .............. ______ • _____ .'""".~_,_. r_· RESOWTION NO. RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO APpaOVIIIG A SE'l"rLEHEN'r AGREEMENT BETWEEN PACIFIC GAS AND ELECTRIC COMPANY AND NORTHERN CALIFORNIA POWER AGENC¥ WHEREAS, the Northern California Power Agency (-NCPA-) has developed the ~Settlement Agreement concerning FERC Docket Nos~ EL89-34 and ~~9C-355 between Pacific Gas and Electric Company and Northern California Power Ag~ncyW settlnq forth its resolution of complaints before the Federal Energy Regulatory commission by and between NCPA and Pacific Gas and Electric Company; and WHEREAS. the City of Palo Alto has determined it is necessary and desirable to approve 5ych settlement. NOW, THEREFORE, the Council of the City of Palo Alto aoes hereby RESOLVE as follows: SEctION l~ The ~Settlement Aqreement concerni~ FERC Docket NOs. EL89-)4 ana ER90-355 between Pacific Gas and Electric Company and Northern California Power Agency" is hereby approved~ SECTION 2. The council finds that there is no possibili­ ty that the prOVisions of the Agreement will cause a significant effect on the environment, and upon that basis, finds the project £xempt from the provisions of the California Environmental Quality Act. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: City Clerk Ma.yor APPROVED AS TO FORM: APPROVED: City Attorney City Manager Director of Utilities 1 911101 i!pt (l()5OM8 RESOLUTION NO. RESOLUTION OF THE COUllC1L OF THE CITY OF PlIl-O ALTO APPROVING AND AUTHORIZING EXECL~ION OF THE INTERCONNECTION AGREEMENT BETWEEN PAClFIC GAS AND ELECTRIC COMPANY, NORTHERN CALIFORNIA POWER AGENCY AND SPECIPIED MEMBERS or THE NORTHERN CALIFORNIA POWER AGENCY WHEREAS, the Northern California Po~er Agency ("NCPA~) has developed the -Interconnection Agreement between Pacific GaS and Electric company and Northern Californi<5. Power Agency, city of Alameda, City of Biggs, city of Gridley, City of Healdsburq, City of Lodi, City of Lompoc, city of Palo Alto, City of R~seville. city of Ukiah and Plumas-Sierra Rural Electric Cooperative-CIiIA-) setting forth its participating Members" rights and Obligations with regard to interconnection and transmission of power resources: and WHEREAS, the City of Palo Al to has determined it is necessary and desirable to participate in the ZA~ NOW, THEREFORE, the Council of the City of Palo Alto does hereby RESOLVE as follows: SECTION 1. Tbe "Interconnection Agreement between Pacific Gas and Electric company and Northern California Power Agency, City of AlaEeda, City of Biggs, City of Gridley, City of Healdsburg, City of Lodi, City of Lompoc, City of Palo Alto l City of Roseville, city of tIkiah and Plumas-Sierra Rur-al Electric Cooperative" is hereby approved. SECTION 2. The Mayor is authorized ana: directed to execute. an execution copy of the Agreement. SECTION ], The Council finds that there is no possibility that the proviSions of the Agreement -will cause a Significant effect on the environment, and upo~ that basis, finds the p,oject exempt from ~e provisions or the California Environmental Quality Act 4 INTRODUCED AND PASSED: A¥ES: NOES: ABSENT: ABSTENTIONS: l ,~ ATl"EST: APPROVED: city Clerk Mayor APPROVED AS TO FI.:lRM: APPROVED: city Attorney City Manaqer Director of Utilities 2 9]1101 ~ 00»W1