HomeMy WebLinkAbout0482.091II ~ y
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" November 6, 1991
TIlE HONORABLE CI7¥ COUNCIL
Palo Alto, California
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Northwest Resource Third Phase Agreeme~t and The Energy Sale
Agreement Between HePA and The Bonneville P9~er Administration
Members of the council!
Report in Briel
This report recommends Council approval of the Northwest Resource
Third Phase Aqreement which has a 20-year term. This agreement
provides for the sale by the Northern California Power Agency
(NCPAj and the purchase by Palo Alto of the power purchased by
NCPA under the WWP (Washington water Pc~er) -NCPA Agreement.
The report also recommends council approval of the Energy Sale
Aqreement which has a 2o-year term. This agreement provides that
Bonneville Power Administration (EPA) may; 1) offer to sell
available surplus electric power to NCPA to the extent WWP does
not schedule power to NCPA and; 2) preempt WWP's schedule to
NCPA for a Bonneville offer to sell available surplus electric
po'Wer to NCPA.
Background
In early 1989, NCPA developed a Request for Proposal to supply
power from various agencies and projects to the NCPA members. In
December of 1989~ NCPA staff had identified four resources with
the economic potential to help meet the projected aggregate power
needs of the ten interconnected NCPA members, including Palo
Alto. A subsequent eValuation by City staff recommended further
evaluation of two of the four resources! the combined cycle
Project No. One and No~thwest Resource project. In July of 1990,
Council authorized evaluating the feasibility of purchasing power
through the Northwest Resource project (CHR:427:0).
On March 28, 1991, City council approved an agreement to assign,
to ~Ie City of Rosevjlle for a limited term~ a portion of Palo
Alto's entit!e~ents in the Calaveras project, Pacific Gas and
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Electric's (PG&E} off-~eak energy contract and the proposed
Northwest Resource.
pescription of CODtroc?§
To secure the Northwest resource, five contracts must be epproved
by some or all concerned parties~ (See Figure l)
Figure 1
NORTHWEST RESOURCES
1 ... The North ... t R •• ourc_ Tt,1nf
P .... " Aore.~t
:I ... The IPA-NCM Energr 811"
Ae,.. .. nt
I ... The 8M-NCAI\ EMI'ft' ....
AQ,.... ... nt
4 -Tt.. 1PA.-WWP Burplul Capacltr .... "'_.1
TM iIPA-WWP Int.,,.. and'
Network Tr&n.mlu~n AQroe ..... t
6 -Tho WW ..... C ... Zo-I'NT _,
.... Agr .... enl
~. rhe WWP-HCPA ZO-y •• r Power Sale Aqr .... nt.
The term of the Agreement is 20 years and it became
effective in September lS91 ~ This agreement ma.'· be
tendnated by either party on five years writtel~ notice,
provi~ed that such termination may not become effective
earlier than June 30, 2001. The agreement provides that WWP
will sell 50 MW of firm capacity in all months to NCPA
during the term of the agreement.
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NCPA will pay WWP a fixed rate of $5.75 per kilowatt-month.
This r~te escalates as a function of two factorsr A fix£d
factor of 1.75 percent per year and a variable factor based
on the escalation of the weighted average rate for Northwest
energy. The rate that NCPA will pay WWP for the ener~i is
the daily non-tirm purchase and sales market rate as
determined by ~P's scheduler.
The BPA-WWP eurplu. Capacity salo Aqr ... ent.
The Agreement term and termination provisions are identical
to those of the WWP-NCPA Agreement. This Agreement provides
that EPA ~ill sell w~p 50 MW of firm capacity. The
Aqreement also provides for energy transact~ons between
those parties.
3. rbe BPA-WWP Interti. and Metwork TransmisBion Aqr ... ant.
Similar to the previous two agreements, this agreement has a
20-year term and became effective September 1991. The
agreement provides tor firm transmiss.ion by Bonneville over
the Northwest AC Intertie. The firm transmission will
provide for delivery of WWP powe~ to the point of
interconnection with NCPA at the California-oregon border.
4. Tbe BPA-NCPA Znergy 8al. Aqr .... nt.
Having the same term as the previous agreements, this
agreement gives BPA the right to offer to sell electric
power to NePA, utilizing the assured delivery provided in
the Transmission Agreement, to the extent WWP does not
schedule to NCPA. The agreeme~t also provides B~A the right
substitute for WWF's scheduled delivery to NCPA to the
extent WWP's schedule to NCPA exceeds WWP's schedule of
peaking energy-from BPA. NePA, however, may reject BPA's
offer and purchase from any Pacific or Canadian utility that
has intertie capacity.
s. Tb. Borthvest Resource Third Phase Aqreem.nt.
This Agreement obliqates the participants, including Palo
Alto, to pu~cha6e their respective shares from NCPA in the
50 MW WWP contract.
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Deliveries will be made to the California-Or~qon Border.
Thereafter, the city ~ill utilize its entitlements in the
California-Oregon Transmission Project to wheel the power
the PG&E system. Celivery to Palo Alto will be in
aocordance vith the NCPA-PG&E Interconnection Agreement.
The r&tEs paid for the contract capacity and energy viII
sufficient to permit NCPA to recov~r all costs, expen~es
obligations related to the project.
be
and
Only the last tvo contracts t BPA-NCPA Energy Sale and
Northvest Resource Agreemants (attached), are required to be
approved by City Cou~cil.
optimal Farticipation Level for Palo Alto:
When the Northvest Resource and the C~ined Cycle Proj ect (later
chan qed to the Steam .Injected Ga~ Combustion Turbine (STIG)
project) were being investigated for feasibility (First Phase),
Palo Alto's entitlem~nts in the two projects were approximately
22 and 33 percent respectively. These were the maximum
entitlements .availabl~, based on the City's share of financial
obligation to NCPA's general fund established to investigate
resources~
Prior to the start of the develop~ent work on the two projects
(Second Phase)s staff conducted a study to determine the optimal
participation level for Palo Alto in each of the t~o projects~
The optimal participation level is the level at which the
discounted production cost for the next 20 years is minimized~
staff's objective ~as to ensure that the level of participation
in eith~~ project will be sufficient, by itself, to minimize
production costs. This vas the objective because:
1) we had no assurance that either project would
~aterialize, and;
2} the amount of the proposed Calaveras sale to Roseville
~as not yet known.
Consequently, the participation level of the two projects vas
determined to be 33 percent for the Northwest Resource and "20
percent tor the STIG Project~ Either percentage ~ould have
resulted in an addition of approximately 10 MW base resource to
Palo Al to's resource ~"ix.
By March of 1991, it became clear that both projects were more
likely to be developed. In addition, negotiations with Roseville
were completed~ and staff knew with more certainty which
resources would be assiqned and at what level they WOuld he
assigned.
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In June of 1991, statf conducted a tinal study to determine the
optimal participation in each of the WWP contracts and the STIG
Project.
Study Assumptions
1. Demand-side Manaqement Programs, currently being developed,
vere to reduce the customer demand by 55 GWh and 18 MW over
the next 10 years (approximately 5% of the 1990 total energy
purcha s es) •
2. NCPA vill develop two enhancements to the Calaveras project
by 1999 and 2003, which will add 100 MW to the project
capability~ Palo Alto's share in both projects will be
approximately 23 KW.
3. Palo Alto was assumed to particip~te in a second STIG
project which will commence operation in 1997.
Analysis
Staft developed 20 strategies and conducted a scenario analysis
o~ each. Each strategy presumed a different participation level
in the WWP contract and each of the ST!G I and STIG II Resources~
Each strategy was examined under five scenarios that consider
future variations in load, resource availability and resource
pricing. Table 1 shows the 20 strategies ranked t'COiD the least
to the most expensive and the diffe~ence between each strategy
and the status quo~ Figure 2 shows the expected 20-year
production cost tor each strategy in descending order.
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TABLE 1
PRODUCTION COST VS. PROJECT PARTrCIPATI<)I~
PROPOIIBD PlIOl'08ZD PROPOSED 1.'O'1'AL
PAll'flCUATIOIi PAllTIC.lPA"rIOlf P:AJlTICIPATIOB nPBCTED SAVIBGS I
RANI: 1rIfP (P) BTlG 1 (XlI) STIG 2 (XW) COS': IJ:$I (E$)
1 10.65 5 9 636,994 1320.~
2 10.65 7 7 _631 J 084. 13113
3 10.65 3 9 6J7,125 13072
4 10.65 9 5 637,197 13000
5 10.65 5 7 637,.197 13000
6 10.65 6 6 631,240 12957
7 10.65 7 9 631,300 12897
a 10.65 9 3 637,401 12796
9 10.65 9 7 637,413 12784
10 10.65 a 9 637,53.3 1266'
11 10.65 9 0 637,849 12348
12 10.65 0 6 638,411 11786
13 10.65 6 0 638,565 11632
14 9.00 S 9 638,726 11471
15 7.00 9 9 638,726 11471
16 10.65 0 3 639,821 10376
1, 10.65 1 0 639,860 10337
18 5.00 9 9 640,280 9917
19 10.65 0 0 641,540 8657
Base 5.00 0 0 650,191 a
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Fiqure 2
PROJECT PARTICIPATION CASES
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Conclusion
The least expensive 13 strategies had participation level in the
WWP Contract ~t 10.65 KW which is the maximum allocation that
Palo Alto is entitled to. Note that the benefit and obligations
of 5 .MW of those entitlements had been assigned to Roseville
until the year ~004a
Recom;m§ndation
Staff recommenas that the City Council authorize the ~ayor to
.execute:
l~ The Northwest Resource Third Phase Aqreement amongst NCPA,
Palo Alto and other NCPA members, and;
2. The Energy Sale Agreement between NCPA and the Bonneville
Power Administration.
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Respectfully submitted l
TOK HABASHI
senior Power Enqineer
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RI CHARD L. YOUNG
Director of Utilities
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Wllliam Zaner clty Manager
cxa:cu.n
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~mRTHWEST RESOLl\CE
THIRD PHASE ;'.GREEME.'iT
This Agreement, dated as of ,1991, by and ameng the
Northern California Power Agency, a joint powers agency of the State of
California lNCPA) and the members of NCPA which have executed tb.is
Agreement (Participant or Partir:ipa..'1.fS), is entered into en the bdSls of the
follO~'ing
RECITALS:
A. NCPA's Resource Plan shows that it would be economical for NCPA
and its members to have a Northw2st resource capable of supplying pewer
over the Calliornia-Oregon Transmission Project when th.at project goes into
commercial operation.
B. N~A and certain of its members have entered into an "Agreement for
Financing of Planning and Development Acti: ... ities for Purc...1.ase of Pewer
from Northwest Resource,' dated as of September 21, 1990 (Second Phase
Agrpement).
C NCPA has entered into an agreement M1AlP-NCPA Power Sale
Agreement) with Washington Water Power Company, a corporation of L"e
State of Washington~ fY/W?J whlc..'1 reates that WNP has executed a
Capacity Sale Agreement (BPA Capacity Sale Agreement) under which i~ViP
will purc.hase capadty from the Bon.""le\o'ille Power Adrnirustration (EPA) and
a Transmission Agreement (BPA Transm..ission Agreement) under which
BPA has agreed to transmit capacity and energy to the Califomia-Dregon
Border for WWF.
D. NCPA has also entered into an agreeme.."lf v.ith BPA OvritigatiQn
Agreement) to provide mitigation to BPA for the transmission path provided
for in the BPA Transmission Agreement.
EXEC1.KTOS' COL1\iTERPART
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E. The M'\'''P-NCPA Po ..... er Sale Agree:nent, whic."'" has a 20 ye;u ~errn,
provides that VI'WP will sell to NCPA 50 1fTrV of firm capacity ar:.d such
essodated fum energy as ~CPA may schedule and ""i.ll deriver that c2pacity
and energy to NCPA at the CalifC'rni.-oregor. Border.
F. NCPA ilnd the NCPA members which executed the Second Phase
Agreemenr wish to enter into this Agreement to provide for the sale by
NCPA to, and the purchase by, those mem""rs of the power that WWP has
agreed to sell to NCPA undp..I the \V\VP-NCPA Power Sale Agreement.
NOW THEREFORE, NCPA and t."e Participants hereby ente. into this
AGREEMENT
Section 1. pefinirions. The foDo ...... "ing te.--:ns shall, when used m this
Agreement, have the follv..ving meanings:
1.1 "Operating Entity" means a Patticipant or group of
Partidpar.ts who schedule their combmed Participation Percentages as a
single entirj.
1.2 '1'rojec(~ mems the pu,n:hase of power from WVVP by ~CPA
under the '\VV\'P-NCPA Power Sale Agreement and the enabl.i.ng agreements
desmbed in the third and fourth recitl..ls set forth hereinabove or any
amendments thereto.
1.3 ''Participation Percentage" means, ~;th respect to each
Participant, the percentage of the total opacity and associated energy of tr.e
Project to wj-1Jch such Participant is entitled pursuant to t.~e te:mlS of L'US
Agreement. The Participation Percentage for each Partidpant shall be the
percentage set forth opposite the TIaD".e of such Participant in Appendix A
hereto, as such App€ndix A may be amended from time fo time in accordance
with this Agreement.
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ExECUTION COLNcERP ART'
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1.4 ''Participant'' means an ~';CPA :nerr;~r wh~ch r.LlS executed
this Agreement and a Partidpant"s succeSsor in interest
1.5 L"""'VP-~CPA Power Sale Agreement'''' means L~e CQr.tract
between NCPA and VVWP entered into on or after the effective d ate of this
Agreement.
1.6 "Calliornla-Orcgon Border" means the pvint(s) at the
Califomia-0regon border where the Padfic Nort.l-twest and Pacific So • .tthwest
Intertie transmission fadlities are conne<...:ted.
Section 2 Purpose. The purpose of this Agreement 15 to provide for
the sale by NCPA and the purchase by the Participants of Lie power purchased
by NCPA under the WWP-NCPA Power Sale Agreement. to authorize NCPA
as agent for the Partidpants to engage in activities related to tha.t basic purpose
and to specify the rights and obligations of NCPA and of the Partidpants with
respect to the Proj..:t
Section 3. NCPA SaJe and Deliverv of Project Powpr to Particivants.
3.1 NCPA will sell to each Participantl a... .. .,d each Participant "'-ill
purchase from NCPA, Project capadty equal to the product of the
Partidpation Pen:entage of that Participant and 50MVV. NCPA ~ill a.lso make
available 10 each Pa.'"ticipant, and each Partidpant ~ill purchase from l\-CPA~
such associdted Project er.ergy as the Partidpant s.c.hedu.les pursuant to se<;tiol"'.
3.2 of fr>is Agreement.
3.2 Scheduling and DetlveTV.
3.2.1 !,-;CPA shaJJ advise each Operating Entity at the
times prescribed in the service schedules append€d hereto what Vo/V''/P's
incremental cost of energy ",";-Jl be during t.h,.e follo....-ing day. Each Operating
Entity sh3J.I, prior to the times prescribed.in those service schedules, schedule
capacity up to the total of the Participation Per<:entages of the Participants for
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EXEO-TrOt'< COL ~TERPART ----_ .... , ....... -_.".,_ .. -_.
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wr..ich it is scheduling.. and s.uch l~sodated energy as those P.lltidpaIlts W;S:1
to purchase. The schedule shall be firm thereafter unless changed by mut"'..la!
agreeme.nt betw(."€:n the dispatchers or schedulers of IN,\-VP. ~ .. "CPA. and the
Operating Entity. Each Operating Entity shail nottfy NCPA of all sc."edule
changes. Upon agreement for the tr~nsfe.r of capacity and as50dated energy
behveen Paxtidpa..'1ts, pursua.nt to section 8 of this Agreement, one Operatir.g
Entity may sciledule t.'1e capadty and assO<.-iated energy of the Participant or
gro.:p of Participants of another Operating Entity, up to the combined
Partidpatioa Percentages of the transferor and transferee Participants.
:.'-2.2 Deliver.es shall be made at the Califor.1.ia-Oregon
Border. Deliveries shall be deemed to be made during the hours and in the
amounts 50 sclteduled; provided that if s.:heduled deliveries are interrupted
as the result of an uncontrollable force as defined in section 13 of tIte \A/il\rp
NCF A pO¥lrer Sale Agr-€i!'ment sd.edwl..'S of such energy shall be redu'.:ed in
proportion to th~ .mmunts sched uled by each O:t=>erating Entity to reflect fb~
actual amounts of energy delivered.
Section 4. Related NCPA Activi.tit2. ~CPA may engage in othl:f"
a.ctivities intended to enable the Partidpants to utilize the ll-lV{P-NCPA
Power Sale Agreement as efficiently and economically a.s possible. Such
activities may include developing alternative marketing programs,
expending funds for consultants and oth~ advisory services a....,d entering
into CO:ltracts that will enable the Participar:ts to use: the MW·]\-CPA Power
Sale Agreement more effectively. ~-CPA shall exercise ~e authority gra..."'.ted
to it by thi.s see-lion in accoro<mce with the provisions of section 10 of this
Agreement.
Section S. Rates and Charges for Project Pow_e..r. The rates <L'1d charges
that eadl Participant will pay NCPA lor capacity and associated energy
supplied under this Agreement shall be sufficient to permit NCPA ~o recover
all costs, expenses and obllgations related to the Proje-<:t. Those rates ~"1d
charges shall incorporate the rates a.."1d chz.rges ma[ :'\J-CPA is obligated to pay
to \lV'\-VP for the capadty a."1d associated energy supplied by WV'iP under
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EXEa.:nON COLl'rrERPART
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section 3 o( the y.,WP-NCPA Power Saie Agreem~::-.t.. the charges N"CPA is
obligated to pay BPA L:nder the ~htigation. Agreement. and sha.H also be
suffkier-.t to reimburse NCPA for tra.."'Ismission losses and c..~arges for
transmission services tf such reimbursement is appropriate.
Section 6. Budget and BIBing State:nent5.
6.1 Prior to the beginning of each NCPA fiscal year for whic.i no
budget has been adopted, the NCPA Commission will adopt a budget for such
fiscal year or years for costs and expenses relating ~ the Project. The NCPA
Commission may adopt budgets for more than one fiscal year. u,e budget
shall include the following two categories of costs and expenses: (a) the
charges that NCPA estimates that it will be obligated to pay to WWP for
Project power, and (b) all other costs and expenses reasonably related to the
Project. NCPA shall promptly give notice to each Participant of its projected
share of eac.l-t of those ~-o categories of costs and expenses.
6.2 Monthly bUling statements prepared by NCPA shall be ser,t
to each Participant shewing the Participant's share of costs and other charges
payable pursuant to this Agreement for each billing period. Such statements
shall separately set forth any credit or debit adjustments.
6.3 Amounts shown on each billing statement are due and
payable thirty (30) days after the date of the billing statement except that a..'1j'
a...rnou."1t due on a Friday, hotiday or weekend may be paid on t'1e closest
following workd.y.
6.4 Any amount due and not paid by. Participant s~.all bear
interest from the due date until paid at the annual ,-ate established by the
Conunission of NCPA a.t t..'-te w.e c-f adoption of the t.l-:.en most rscent budget.
Ti a Participant questions or disputes the correctness of any billing statement
by NCPA, it shall pay NCPA the .r.lount claimed when due and shall within
thirty (30) days of the receipt of suci1 billing statement request an explanation
from NCPA. If the bill is determined to be incorrect, ~CPA will issue.
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ExECL'TIO~ COUNTERPART
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corrected bill and refund a..'1Y amount wric!1 may be due the Participant
whic.."t ref..md shal~ bear interest from the date !\"CPA received payment unt~l
the date of ~,e reiUJ.'1.d at an annual ta~e to be established by the Co:mll'1JsslQn
of NCPA at the time of adoption of the t..'":.en most recent annual budget_ If
NCPA and the Participant fail to agree on the <::orrect'..ness of a bill ""'''ithin
thirty (30) days after the Participar.t has requ05!ed an •. "planation, the parties
shall promptly 5'.lbtnit the disp'...Ite to arbitration u."'1d€r section 1280 et seq. of
the Califcrni. Code of Civil Pr.xedure.
Section 7. Obligations tn the Event of Default.
7.1 Upon failure of any Participant to make any payment in full
wh.en due: under ti-.is Agre€IDer.t, NCPA shall make wnUen demand l..:pon
suc.~ Participa..l1.t~ and if pa:y'rnent is not made ..... itJ-,jn 30 days from the date of
such demand, the failure to rrtake payment shall constitute a defa.ult
7,2 Upon "'Ie default of any Participan~ NCPA (a) may terminate
the provisions of this Agreement insofar as the Agreement .entitles th.e
defaulting Participant to fts Participation Percentage of Project capacity ar.d
er.ergy. and (b) shall use its best efforts to sell a... .... d transfer for the Participant's
accounf all or a portion of the Participant's Partidpation Percentage or Project
capacity and energy. "Vhen making such sales and f::"ansfers i',"CPA shall allo\'l0~
all Partidpants and then other :r-.;CPA mem~r entities the same rights of first
refusal that are provided for in section 8 cf th:s Agr~me:lt. :\"ornit...'1standing
s1.!ch sale, tra.."'lsfer or termination, the otlig::itions of L~C' defaulting Participant
under this Agreement shall continue in full force and effeCt exce?t lL'1at such
obligations shaJ] be discharged to the extent that 1\"CPA receives payme::-;t
from a purchaser or transferee of the defaulting Partidpa.'"lt's Participation
Percentage in Project capacity and energy.
7.3 Upon the default of any Partiapant and except as transfers
are made pursuant to section 8, (i) the Participation Percentage of each
nondefaulting Participant shall be automatically L"',ceaseci for the remaining
term of this Agreement pro rata ....... ,iith those of the other nondefaulting
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EXECU"110N CO,,"'TIRPART
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Patticipants, and (ii) t..'1e default="U'.g Partiopant's Participation Percentage in
the output of the Project capacity and energy shall \,but oNy for purposes of
computing the respective Participation Percentages of the nondefau!ting
Participants) be reduced correspondingly. The fact t..r,at other Puticipa...l1t:s have
increased their obligations to NCPA according to this section sha.ll not relieve
the defaulting Participant of its liability under tltis Agreemer.t, ard any
Participant i..'1creasing its obligation shall have a right of recovery fro!:1. the
defauJti.'1g Participant to the ~tent of its increase in obligation.
Sect:on 8. Transfers of Righfs bv Partidpants. Each Participant has the
right to make transfers r sales, assignments and exchanges (collectively
"transfers") of Project capacity, energy and rights thereto upon ninety doys
advance ;.vritten notice to NCPA .or sue..." lesser period of notice as NCP A rna y
be able to accept If the proposed transfer is to an entity thi::Lt is not a
Participant, all Participants must be given the right of first refusal in
proporti.on to their Participation Percentages. If the proposed transfer is to a.:"'1.
entity that is not a member of NCPA, all NCPA mEI:'ibers shall have the righf
of first refusal in proportion to the alfl.Ounts those members contribute to the
NCPA general fund. NCPA shall, if requested to do so by a Partidpant, use its
best efforts to assist that Participant in making such transfers of Project
capacity or energy on behalf of t.fte Partidpant No transfer sh.all relieve a
Participant of any of its obligations under ttds Agreement except to the extent
that NCP A receives payment of these obligations from a transferee.
Sect:on 9. Withdrawal by Participants. No Participant may l".rithdra1 .. r
from this Agreement. Howeverr NCPA Mil use its best efforts to asSIst any
Participant that ~i.shes to transfer all or any portion of its rights pursuant to
section 8 above.
Section 10. NCPA Goveman,e of the Project.
jO.l Commission Meetings_ Actions of the ~-CPA Commission
relating to this Agreement or to the Project shall be taken at regular or spedaJ
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EXEC\, T10N COL"NTERPART
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meetings of the :"-J'CPA Comrn.ission but 5halJ be participated m only by those
Commissioners, or their designated alternates, who reFres.c:tt P3rticipants.
10.2 Q..1..!.Qrum. A qUOrl1..Ill at NCPA Ccrnmls.'iio[". IT'.eetings for
purposes of acting upon matters relatL1l.g to this Agreeme<1t or to the Project
shill corsist of Commissioners, or their designated Alterr;atesr representing
at-least two Particip.a.nts having a combined majority in interest based on
Partidpation Percentages.
10.3 Voting. Voting by representatives of Participants on
", .• tters relating to this Agreement or to the Project shall be on a one
member/one vote basisr 'Y.rith a majority vote required for a.ction; hm".re .... er,
upon request of any Participant representativ€'r the voting en an issue shill be
by Participation rerce""tage mlli a 65% or more favorable vote necess.ary to
carry fr.e action. 'The 65% required by the preceding sentence shall be reduced
by the amOu.:1t that the Participation Percentage of any Participar:t exceeds
3:5%, but shall not be reduced be1o""o~ a majority in L.,tere5t
10.4 .. Review of Voting. Any decision rela,ted to this Agreement
or to the Project taken by the affll'Inative vot~ of Participa....,ts ho1ding
Participation Percentages of less than 65% can be re ... iewed and revised if a
Participant gives notice of intention to seek such review and revision to each
of the other Partidpants ..... rithin ten days after receivir.g 'Written notice of such
action. If such notice of Lnte:l.tion to seek revi.ew Es given; ar-.y action taken
spedfied in L.'-te notice shall be nullified unless me a.uthorized representatives
of Participa..,ts holdir:.g at teast 65% of the total Partidpation Percent~,ges VDte
in fa var thereof at a regular or specially called meeting of the ~CPA
Commission. Tne 65% reqt.:.!!'ed by the preceding sentence shall be reduced by
the amOcrLt that the Participation Percentage of any Participar.t exceeds 3590,
but shall not be reduced below a majority in interest
Section 11. T~rm and Termination. This Agrep.IJ1er',t shall not take
effect until it has been executed and delive!'ed to NCPA in accordance Vw'ith
section 2 of the Second Phase Agrt',~ent by Participants the Partidpation
8
EXECUTION COUNTERPART
~-.,"---..... --~
< •
Perc~nt,Jges of which, in the aggregate, equal at lea.st 64-%. The :-...·CPA
members listed on Appendix A shall ha\'e" 4,S dJ.ys following writhm notice of
the effet..--tive-date to execute artd deliver counterparts of this Agreement to
NCPA If any NCPA member listed on Appendix A fails to e.'(ecute and
deHvt::l this Agreement within sr.:.c.n 45 days, unless otherv.rise provided by t..'1e
Participants, t.;"e Participating Percentages of such member or members shall
be spread among the Partidpa."\ts in pr0?Orticn to their Particip-a.tion
Percentages. The term of this Agreement shall (ontinue until the expiration
of the ltVVVP-NCPA Powe: Saie Agreement. T!1is Agreement shall ;lot be
subject to te.rmin.ation prior to t..'1e expiration of its term by a.ny party under
any circumstanc ... whether based upon the default ,>I any other party u.1der
this Agreement or ot.'I-,erw"is€, except as speO..fica1!y provi.de-d herein..
Section 12. Member Service Agreemi!nt. This Ag'!'eement is a service
schedule and a. third phase agr'!€Inen t and shall be deemed ir..corporated into
the Member Service Agreement that eac..~ Participant has e.xecuted or
successor agreelnent to the Member Se.rvke Agreement. This Ag:e-eme.nt
shall be construed as constit".Jtir1g t.l-te rr,ore specific terms governing the
general relationship between the parties set out in that Member Servi(:e
AgT"eemen t,
Section 13. Second Phase Agreem~nt. The Second Phase Agreement
shall be deemed superseded by this Agreement when this Agreement has
been e."<.ecuted by Participar.ts the Partidpation Percentages of which, in L~e
aggregate~ tota110G% or 45 days after notice of the effective date of this
Agreementr whichever ocC'..us flr~t.
Section 14. SeveralOblig:atiorL No Participant shall be Uabie under
this Agreement for the obligations of any other Participant, except as provided
in section 7 of this Agreernen~ Each Participant shall be solely responsible
and liable for performance of its obligations under this Agree..'T1.ent and for the
maintenance and operation of its respective properties. The obligation of each
Parodpant to make payments under this Agreement is a several obligation
9
EXEamON COL'NTERP .... RT
and not a joint obligation with L~Ose of the otl".~ Par~:kipar.t5 .. except as
provided in section 7 of this Agreement.
Sectior.15. :AD1endments. This Agn.>ement may ~ ame!'.ded o:uy by a
written instrument exect..ited by NCPA and the Participants or their successors
with the same formality as t.t."is Agreer .. lent.
Section 16. Severability. In t.""e event that any of the terms, Co\"enant:5
or conditions of this Agreement shall be held inva1jd, NCPA and the
Partidpa.'t1.ts intend that all other terms, co\'el1ants and conditions a.nd their
application shall not b€ affected thereby, but shall remain in force and effect
unless a court holds that such provisions are not severabie from all other
provisions of this Agreemen t
Section 17. Co".reming Law. Tt-Js Agreement shall be interpreted,
governed by and construed under the laws of !:'he State of Caliiornla.
Section 18. Counterparts. This Agreement may be executed L."'l several
counterparts, a.U or any of which shall be regarded for all purpos.es as one
original and shall constit".lte and be but one and the same instrument
Section 19. Headings. The headings to the sections h"1 this Agreement
are intended for converdence only and not for the purpose of lnterpretL'1g the
pro ... ~sions of this AgreeL.1ent.
Section 20. Notices. A.rly notice, demand or request required or
authorized by Utis Agreement to b. given to any Participant or to NCPA shall
be given in -writing and shall either be personally delivered to the Participant
or transmitted to the Participa.Tlt by regular mail at the address designated by
the Participant. The designation of such address may be changed at any time
by 'Written notice.
Section 21. No Waivers. No waiver of performance under this
Agreement shall be effecti'ore unless given by the Commission .• A...ny such
10
ExECUTION CO,,";-" TERPART
•
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o
waiver by the Comrroission in any particular inst.JI1ce shJU not be deemed a
waiver ",;th respect tu any $ubs.equent performa.n(e.
Section 22. Warrantv' of Authoritv. Each Participant '"Nhi~ has
exec'...lted and. delivered this Agreement represents and warrants tr.at a has
agreed to be bound by all of the term5~ rovena..'"1ts and conditions of this
Agreement and has acted with all of the requisite capacity and .authority and
the approval of Hs goverrung body.
W 'NITNESS YVHEREOF .. eac...l-t Partidpant has by !:.r,e signature of its
duly authorized representatives shown below, executed a:1d delivered a
coW\terpart of this Agreement
NORTHERN CALIFORNIA
POWER AGEl'1CY
Br-________________ __
Da~ __________________ __
CITY Of HEALDSBL'RG
BY'
Br-______________ ___
Dat.:, ____________ , ____ __
CITY OF LOMPOC
Br-__________________ _
BY' ________________ _
11
CITY OF AL"-'''!EDA
Br-______________ ___
Dafe: ____________ _
CITYOFLODI
Br-______________ __
BY' ____________ ,_ .. __ _
Date: _____ _
CITY OF PALO ALTO
By: ________________ _
Bj" __ , ____________ _
EXECL"TlOt'; COU~TIRI'AR,T
'''-.
o
Date: Da!e: ___ ~
12
EXECt.lllON COl, 1'.i'ERPA.H.T
--------
--,
o
CIn' OF ROSEVILLE
B~--________ ----__ --
B~, ____________ ___
Da~ ________________ ___
CIn' OF UKIAH
B~, ________________ --
B~ ________________ __
Da~ _________________ ___
;
13
TURLOCK IRF1GA nON
DISTRICT
6}0 ____________ _
B~ _____________ _
D.re' __________________ __
EXECUTiON COUN"TERPART
---'---"""""'MiIlOliilllll_
Alameda
A.PPE~D [:( A
I'ORTHWEST RESOURCE
THIRD PHASE AGREE:-'lE'\iT
PARTICIPATION PERC£. ..... TAGES
Healdsb<1Tg
Lodi
Lompoc
Palo Alto
Roseville
Turlock
Ukiah
EXECUTION COL1';TERPART
~-----------~---.... ~-~ ..... -.
o
11.000%
!.SOG
1l.8()0
2.600
22-600
11.200
36.000
3.000
o
Cor-tract No. f..c<MS-;9-92SP93063
,)9/27 /91
ENERGY SALE AC~EE~[~T
upcuted by the
UNlTED ST~TES OF ~MER!CA
OE~ARTME~T OF ENE~G1
acting ~y ard through t~e
BCNNEVILLE PO",EK ,'DM! NISTRAT!-JN
a~d
~ORTHERN CALIFORNIA PO,," AGENCY
In:du: to Sect; Gins-
Sect"ion ?-a:e-
--)-.-Partl es ..... , ................ ,...................... 3
2. Term of Agreement and Coromenc~~nt of D~liver!es. ..... 3
3~ Definitions ...................................... ,.... 4
4. Exhibits .... , ................... ,................... 6
5. Point of Delivery..................... .. .................. 6
5. /IIltigat'on .. ,_ ...... ," _,... ...•..... ... ........... .... ..... 6
7. Payment .••••....•.••.•. ,............................. 8
8. Scheduling ...................................... . ............ 9
9 + Rate ....... , . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
10. Governinq la.w ..... .............................. ...... .... 12
1 J. Wa 1 ver 5 .................................................. 12
12. S,gnature Claus! ... ' .................. _. _ .. _.. .... 12
13. Execution by Counterpart _... .. ... __ ............ 12
Exhibit A (1989 Rate Schedule a~d
General Rate Sc~eduJe Prcw!s'ons)
Exhibit B (General Contract Pro~f5icns GCP For~ SW-2)
6
6
Tnis ENE.:(G'f SALE. CCNTR),CT (Agreement). exe·:ut;;!d ~ 9'9 :, by the
UNIHD Sj,~rES OF" M~£.:(;C4. (Go-.-e'""r.ment), JepanrT1l?'nt of Erergy, E:-~r:g by an-O
through the 3CN~IE\lIlLE POIoJER ,~C+H~IST.~A,TIO~ (Son~-2 .. i I Ie), ::~e ~CPTf.iE:;:.~
CALIFORrHA PO~B AGENCY (NC?"'). ar'td the ~embers of ~CP.o\ tr,at a~2 ';ignatorfes
(her~jnafter referred to jolntl) as Part~e5);
~ 1 T N E 'S 5 :: T H:
WHERfAS Bonneville and the Washington ~ater Pc~er Company (N~P) arE
entering into an a9ree~en! fo~ t~e sale cf s~rplus c~Daclty frem aonneville to
WWP, Contract No_ D£-~S79-92BP92B71. (Capacity Sa1e Agre~mer:t). and
WHEREAS such surplus capacity ~ll1 be us~~ to dIsplace WWP resources in
the PNW; and
~HEREAS Bonneville and ~~p are entering into ir. ar;T2emeut for Eonnevi lie
to provide assured capablli ty for transmission of Electr!c ?~wer en the
Northwest AC Irtertie for delivery to NC?A at the pojn~ en t~e
California-Orego,., border-wnere the Pacific r-torthwe~t ,~C 1:1:2rt:e tra~sm;ss;on
faci~itie~ and COTP are interconnected, Contract So. DE-~S;~-9Z5P930i2
(TransmISSion Agreement); and
WHEREAS ~~p and NCP,Il, are entering into al1 agreement dated
199_, for the H 1 e of firm PO~I!!"" frem ~wp to NC?A (?oifl'el' Sa 1 i:)
(WHP Contract No. WP-P~91-4755); and under the terms of t~e P0wer Sale ~CPA
may preschedule up to 50 megawatts (H~) ef energy frem ~~p fer ~ny hour; and
~HEREAS NCPA and t~e Members are enrerin; into an agreeme~~ for ~urchase
of peller from a northi.'est reSOlJrr:! dated ____ ' 153 • (.~T Jocat':::n
Agreement) which sets forth tr.e percent aSs allocations among the Me'llbers: under
thi~ Agre!ment; and
~HEREAS under the ~erms of t~e TransmissiCf1 Agreement 8onr.e'o'ille ,,,/ill
prov;d~ ~? a transrni'Ss-ion path to C08 for the Po ... er Sale; a.,d
2
o
IoiHH.EA$ under the t.erms of Sennevi 1 Ii I ') Long-;er:n Ir; t.e-t: i e Acces'S Pol icy
(LTr ... p) dated May 17. 1988. w~p ml.!st ;:l'-:,.,ide mit',~ation to 5c"'r1"~'.til'e ror a
transmission path u ~e'Sr::r;bed above; an~
"HER£'~S Bonne'w'ilTe is al..'t.~cr;zed purS\.Jar1t t'J stc!tut!!. inducing the
Pacific Northwest Electric Power ~lann;ng a1d ConSErvation Act. ?ublic
law 96-501. and otMer applicable laws, to ~ark~t surplus electric powe~
generated at various federal hydrcelectric projects in the region cr acquired
from other resources, to prO'o'ide ~ra,i)i1li5Sion a.1d otMer servic!!s. and to enter
into agree~ef1ts to carry out sr.,JCh autr.orit.\I';
~o~. THE~EFORE. the Parties Mereta ~gree as foTlows:
). Parties.
Tnll! Partie:; to this Agreement are Bonnevllle. NCP,A, 4;;d 8 members of
NCPA, the Citie~ of Alameda, ~eaTdsourg. lcdi. Lompoc, Palo Alto,
Roseville, Ukia.h, California, af'd Turlock frri9atlc,n District
(Memben}. Ail day-to-day functions under the Agre~.rnent snaIl be
performed for'" its Members. by NCPA. These functions s~arJ inciude.
but shall not be limited to, schedul lng, accau~tlng. bill lng, and
rete-iYing a~d transmitting payment of power bil Is. far~ Member s~all
be fndividually liable pursuant to this Agreement.
(a) This Agreement sha! I be effectlv~ at 2400 hours en the effective
date of the Transmissicn Agreement. The term of tn~s Ag~eement
shall be cotermincus ... it;' tho: term of the Transmission AgreerT1ent.
(b) Deli .... eries hereunder 5;'.3011 c·:mlInence upon cor.;mencemerit Of servIce
under the Transmission Agreement.
l
-.-.-----...... :r,.. .....
3.
o
Oefini ticn!.
fhe fo1To'll';119 tum'S .... !'1en u~ed In this ,o,gro?E!m2'llt .... :th L',rt;aT
ca~1taliz2ti0(1, .l1etr"ler 5i~~;j1.:I.I" or p~ural. s~al1 have t·"1E 'r.€:!!".i:'lqs
specifIed:
(a) "Assured Deli\,lerJl~ is a'S defined in the UI.6.?
(b) "coe" means t~e Califorl"lia-Oregon Ec'"cler H defi~ed i~ the
Transm'ss;on Agreement.
~c) "COTP" mc-.3.r1S the 500 k.i1olrQlt (kV) transmission l~ne and
assoc~ated fa~ilities ~rapo~cd tj the Ca!iforr.ia-Oregon
Transmission Project, or a ~uccessor line and associated
facilities, .. l'1ic~ vl11 operate in. parallel .. it!') the eKisting
500 k.V AC inter-tie soutM of ~ali!i Substa.tir:n and tnat ... ; 11
Increase the ~ated Transfer Capabil ity of such AC int2rtie
beyond t"e preSE!lt car:ability of ],200 mega\oo'atts Olf'l). up to
~.OOO MH or abc~e.
Cd) "CommerciaT Operation" means: eecc hours: en t.'e daj designa.:e-d l::~v
SOnne .... ille after December 31, 1992. ,,~en the Northwest AC
!ntertle and COTP are interconl1f.cted and ~CPA i~ able to iic,e~t
and Sonne~ilie f:i able to deliver Electr:c Power.
(el ~~lectric Energy" mfans electric energy e.pre~sed In
kilowatthours (~~hl or mega~att~o~rs (M~~).
(f) ~E!ectric Po ..... er .. mea.!'1'.i electric capacity, e)(;ire'.iSEr:: in k.i !olo(arts
00:,,·0 or megawatts (~iO. Electric E.'1ergy, or bot:,.
(g) "FormuTa Alloca.tion" is: as defiilec 1n the lTrAP.
(h) "InterregionaT Transfers" mean'.i tra.nsfer of Electric Po ..... er
and/or fI1ergy between the Pacific Northwest a..1d the Pacific
Soutn'lle'St.
'~--"""-:--' -.--'---'~'--. ~" .. ,-, ... '" ... __ ...... ----
~ '"
./
o ~.
(I) "LTIAP" means Sor.nl2'ville's lcng-;~rm !~t::-tje Acc~')'$ ?;:.11Cj
dated May 17. 198.8.
(jl "NCPA Intertie'r m~ans NePA',) ~crtt~~ of :~e corp.
(I<) "No!"'thwest AC rnte~tie" :TIeans; Bonnevi 11e's ;.lortic,'! of t<~e tliO
500 k.Y a1ter'1-!..t',ng C:Jrrent (A() tra.r.s:m~ss~'Jn li'lt>s from the
Gover''tment·~ Jor,n Day Substation to t:"1e Califcrr.i.a-Oregon
border, and associated ~ubstat:an facilities; a portion of the
Buc~ley-SUITV'llEr La),e 500 i;..\1 trans~ilSicn line ar,d g·e,nneldlle's
rights in tre Summer Lake-Halin 500 kV iine; and e~par.s;o~s.
improvements and addltlons to such trans~jssjon Ijn~s and
'Substations, including Sonne-vIlle's portiof1 of the Nort/:'W!st
Reinforcement Project to the ext~nt such project Is constructed
and become~ cptrabTt.
(Ii "Northwest Reinforcement Project" means all adjlticn'i of ne~
facilit~es and upgrades of ~.i)tin9 facilitie5 to achieve a
total Rated Transf'2r C.a~a~!lity cf approx-;;nateiy 4.8CO MW north
of COB.
(m) "PeakIng Energy" is as defined in the Capacity SaTe AgrcelTlent.
(n) "PN~" mean5 the Pacific ~orthwe~t. as def1ned 1n Public La~
9~-501 .
(o) ~r:N~ Uti Tit)''' means any uti 1 i ty \of; th a F·er-mu 1 a ~ llccatfon or
NortMwtst AC !ntertie capacitj.
(p) ~pswn mean5 the Pacific Sout~~e$t.
(q) "Rated Transfer CapabIlity" melns the ability of a transmission
line or system to transfer a ~pecified Qua~tity of eTectric
po~er in a prudent il~d reliable manner.
5
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. -:) -ExhibitS .
The forrc~ing ar~ a:ta:~ed ana ~erebj made a ~a~~ cf t~!s ~greement:
E'l..h\b\t ~ (l'~gg W'\c'lesa'i ?~..,e~ :(4t':! S;::r\e~..:;es v·,j Genen~ Ra.te
Sc~~dule Previsions, cr successor).
Exhlb~t a (Gene~al Cortr~ct pr~~lsions GCP Fcr~ SW-21.
In tne event of a,.,y ceMI iet be!\o'€etl the-lir.guag€-of any ':if t~!?:e
ExhIbIts and t~e prcwj5io~s I, the bod] of thli Agree~ent. tre
p~all'isions in the body cf this Ag~eeme.'t s;,alJ C'Jrtro1.
5. Point of DelIvery.
Bonnevi1Te will delill'er s:.lrplu'!i €'ectr;': Power purS~3.rlt to tr;e terms
of this Agreement. at COS.
O. Mttigaticn.
<a) Berne",; 112 Offer t,:;l NCP~.
NCP~ agrees that fer any hour, Bonnevi11e may:
(1) offer to selT availabTe surpTus EIectrjc ?ower to NCPA
utilizing the Assured Delivery pro~jdec in t~e Tra~smiS'!ijan
Agreement. to the e:xten!' "fjP dee',; not Hhedu:e tc NCP"s,
pursuant to the i<lWF-:-fCPA ,ra,gree~er1t; ar1C
(2) pre~~pt W~P'~ 5c~edu!e to NC?A fer a Bc~nevjlle c~F~r to
sell available sJr,C"\..'s EI€ctriC P:~\o(er t:: NCPA a.'"1d utilize
the ~5sured DelIvery prowided in the Trans~i~s;on
Agreement, to :~,e extent ~WP' 5 sc.'1eduTe to NCP~, pursuant to
the W~P-~CPA A;ree~e~t E'xc~eds WWP's sc~edu'e of peakIng
ef1ergy from Benne"/i I 112' pursuai1! t:.J section 3(a)(1) or the
Capac~t) Sale Agr~E'~E'nt.
NCPA may purchase such 5UrplJs ElectrIc Power offered ty Bonnewil Ie
pursuant to this Agreement.
(b) NCPA Purchases frc.., on.!" PNW c,r Cal1adLa~Ut_21 i ti e s.
()) For any hour, to the e.tent that N(PA ~as rejected a
Bonne"iTle offer pLJfSua.'1't tJ ser.:tk,,.., 6(a), ,a be-oJ e , such
/
•
o
r€jectjon shdll nct preclude NCP~ frem ~~rchasing fram any
PNI1 01"" Clnadiar"l 'Jtll ity ~ha.t ~as. Forrn:"da A!location ,,:)r
Northwe'.it AC Int;:rtie c-3.j:lac:ity; j?:ovided. hcwe"i?!'", that
~CPA shall ~ot buy from ~wP £lectrlc Ene~gy for the hours
and !n tt1e amoun~ U~' to the amount of the Bonne'fille ,::ffer
net a.c:cepte-1.
(Zl For any ~our. to the e~tent that NCPA does not acce~t a ~wp
offer under t~e Po~er sar~ and Bon~ewjl1e makes no offer to
NCPA purSJa~t to $ectlon 6Ca) above. NC?~ mat purchase from
any PN~ or CanadIan utility t~at ha~ Fo~mula Al1ocatio~ or
North~e~t AC Intertie capacity.
(e) Availability of NCPA Intert~e to PN~ or CanadIan UtIlities.
On any hour, if NCPA has not pre scheduled sufficient Electrlc
Power from PNH or Canadian utilit;~s. incl~ding Sonneville a~d
~~? to fully load NCPA's Rated Tra.nsfer Ca.pability in the NCPA
Intertle. an~ has nOt pre~c~e~uled 50 MW~ in total frem:
(1) rtWP fol'" delivery purSJar.t tc tlit: ira.r.smis:;ior. Agreemen:. and
(1) Bonnevil Ie pursuant to sectio~ 6(a),
tMen NCPA shall reserve, on a p:--esc;,edule basis, an amount of
Rated Transfer CapabIlity en t~e NCPA Intertie equal to the
Tesser of:
(3) the difference bee~een 50 MW~ and the t~tal of s~ch
preschedule~ under paragraphs (c)(l) and (cl(2) above. and
(4) the differenci!' bet .... een NCPA's Rated Tra:'1sfer Capability in
t~e NCPA Intertie and t~~ total preschedules to NCPA frOQ
PN~ or Ca~ad'an utiiities,
7
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for Interr~gional Transfers to Dart!e~ at~er tha~ ~C?~ from PN~
or Canadian utilities (inr;:ludii19 Sonr.e,,111e ar.d ~~P) :1a'/iro'~
lr'lhrtie allc.cations '..:nder t1e LT!A.P. ~C?"ll, 5!'1all reser",e ~~c!'1
amount of Rated '!'rar.sf:or (apabi:ity T':.:-ga!'a12Ss. c.f Joc:j,
generation or transmis~!an fa(ll ity addjticn~" N(FA's
obligation to re<.;enri" such tra.nsmission .capacity shall e'1rj at
1500 Moun punua"t to section S(tJo)(S).
7. ?3ymel~t.
<a) Payment bv NCPA.
(I) Bonr.uille shall render montJ11y a ccmbined b~lI tc rKPA for
surplus po~er and s~rpTu; energy prowided to Members. NCPA
shall coll!ct from the Members their a~l~cated shar~s of
such ~il1s and pay Bonneville j~ a sjngle payment the totaT
amou:"It cf S1Jch bills. AlTocat:on among tr.e ."'femoers of
surplus 80nnevllTe po~er and energy. cr pCw~~ a~d energy
charges. deli .... ered by BoMeville to NCPA for-each mcr.tn
~~al I be made by NCPA ~ur~~ant to the actual al1~cation~
taken by the Members BC' rrocntn. NCPA shall a15';:' nc,ti fy
BonrJe'o'i 1 Je of the act:Jal aT locations taicen ::J,' the Members
for each month .. ithin five days of the end of SiJch mont.h.
In the e .... ent that NCPA does nat notify Bonnevllle af the
actual alToca.tions taken during a month .. ithi-n five da.y'S c:
the end of such ~r,:'i. or if the Members C:lr'lnct ,3,gree en
pe:-centage alToca:-iofis fer such r..anth. t.he percentage
alTocatlor.s set fc,rt~ in the Allocation Agreement 'SMa11
control. Ea~h Member is 50lely and ultimat~Ty l!ab;~ a~d
responsibTe for payment for the amo(J,"",ts of )L.'rplus
8onnewill~ power and energy, or po~er and energy c~arges.
sc allocated to the Member.
{2) NC?A shalT for .. ard ~aJ'ments made by tne Members. and
collected by NCPA. as: a sil1l~le payment to Sonne\(il1e b,)' tn~
clo5e of bU5'n~ss on t~e twentieth (20t~l da.y after the
date of each such t-il1. The date of suc~ bills 'Shall be no
a
o
earll~r tnaM t~e ~atli~g da:e Qf such bIlls. Should the
twe~tleth <20th) d~j ce a Saturday, Su~day. or hcll~dy a~
ooserlled by ~CPA, t~en t~e ~ua ~ate ~~dll be th~ ne.t
follo .. i:'1g b<Jsiness Clay. ether prcvisjons rela.!:ec! t,:;)
payment of bilTs shall be as specified iM t~e Go:-rleral Rate
Schedule Pro~js'oni a~~ache1 to th!s Agreement 15
E~hib't ~. or its succ~ssor General ~ate S:~ed~le
Pro .... i s ior.s.
(.b) Pavmer.t bll 8cnrre'o' 1 1 Ie.
NC?A 5113011 render man::-tljl bi lIs to SOline,,;1 ie far tf:i!'1S;r,is-sion
charges 1ncurred for schedules ma.de by Bonne~i Ile for delivery
of Bonneville surplus: ~nel""gy. purswant to secticn 6{b).
Bor,nevilTe $"a11 pa,Y NC?," by the close of business on the
twentieth (20th) day after the dlte of ea.ch such btl!. The date
of 'Wen bills shall be no earlier than the mailing date of 5ucn
~jlTs. Should t~e twentIeth (20t~' day be a Saturday, Sunday.
01'" hol fda)' as observed by Bc.1Mevi l'e, t.~el"\ tne due date 'Shall be
the ~e~t f,llo~~ng busIness day. Other provisIons related to
pa.yment of bills shall be as specified:n the Gef1era.1 Ra.te
Scheduie Provi;ions attached to the Agreeme~t as Exnioit A. or
its ~uccessor Ceneral Rate Schedule Prov~5jc!iS.
(c) NCPA SM31' directly biiT. at a rate p~rsuant to section 9(e',
any utility other than Bonne 'dlle fer tran5mjs~;cn pro .... lded to
that utilIty pursuant to s~ction Erc).
8. Scheduling.
SubmIssIon of all sch~dule5 bet~eEn the Parties for the delivery of
enenu. and for PN~ or Canaa:an uti lity use of up to 5'J Mloj of NCPA's
COTP Rated Transfe:"' Capabllity. snaIl be subject to the follcwin9
provisions. unless cther.fse mutually agreed by the Partie~'
respecti~e schedulers or dispatchers for a specific schedule:
. ______ ... ". _______ ~z:;
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(a) ScMeculfr,g Se· .. icps.
Schedull~g s~r~j[es on behalf af NCPA s~all ~€ ~ro~ided ~y
scMedu'ers of ?a(jfic Gas and Electric Cc~ca~y or ot~er
schedulIng agent~ designat~d in ~rlting by NC?A.
(bJ Prescheduling.
On each day that the Parties and sched~ling age~t joIntly
ooserve as a reguTar l1icrkday Olorlo.:ja.:t) fer '!Hh ~CL!r of the
fallo~!ng day or days through the ne~t ~orkday:
(1) By 0930 hOjJrs i'o.cific Time. NCPA, c·r its sC'led-uling agent.
shall SlJ~mit prescheduled amour.ts to Bonneville;
(2) By 0930 hours Pacif!c Time, Bonnelfil!e sha! r offer-ener-gy
to NCP~,. or its s-c:heC:ul i!"J9 agent. for del ;'.'ery to NCPA, to
tht extent Bonne~llle e.ercises its rl~hts pursua~t to
s:.ection 5(a);
() B,Y 12·JO hours Pa.cific Time. NCPA, or its: sc~eojuTfr'lg agef1t,
shaTI notif'j Bonn!:',{llT€' Of contract provisions to be
ex~rcised ~ursuant to sectien 6. includ!~g the ex~ent to
~hlch ~CPA ¥ill acce~t deliver~ frem Bonneville. or other
P~rties; and
(4) 8y 1200 hours: Pacific Time, NCPA, or its scne-,j'jlfng a.gent,
s-h3.rl notIfy Bon:'1EvilTe and SonIlE'\lifle m~.:I1Dtify 3..,y c,r
all PN~ and Cariad~an. wtilities ~unuant to s2ct;on 6Cc) c,f
the exte!'1t to ..-h"Ch transmiss;Jf1 capa(ity .... :11 be a.vailable.
(5) To the e~tent NCPA transmission capacity js available
purs~ant to sectIon 6(c). by 1500 ~curs Pacific Tlme
Bonneville or any of the-PN~ a.nd Canadian utilities may
a.rrange sC~edures for its cwn Electric Power or E~ectri~
Power of other PN~ or Canadian utilities .... itn NCPA's
s-chedulin~ agent. Bcnrte'Jil!e's scheduler'S shall inform
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NC?~ and tt~ schedul11i agents ~hjch PN~ or Canadja~
utilities He swpplyi:1g t,he El~ct"i~ Po .... er oller such
transmission capacjty. If Sc~ne~t 1:02' ~oes ~ot ~otif1 NC?A
of ~hich PN~ or Cana~la~ utll i ties are usfng any port'on of
th~ avai lable NCPA transmi1sjon Cdpaci ty. ~CPA is released
fro~ !ts obl'gat~on to rese~~e such ca~acity and may then
sell such transmisslon capactty to others.
(c) ~uests for Char.ge).
The Partfe'S srra'l endeavor ~a a,,'oid reql,;.e5ting cndnges from the
arounts preHherJu1ec. ReQuests for cMnges in prescrtedules
shan normally be ~ubmitted no Liter tnar'l 30 minuteS before the
hour for ~hich the change is to b~ effective. Changes frem
prescheduTes Shall be only as mutually agrefd.
(a) Rate NCPA Pa~5 Bonneville.
NCPA shall pai Bonl1evillE a.t tM ra.te specified' in 8onneliille's
rate scnedul~s determined to be applicabl~ for any particular
delfvery sc.i1eduJE!. Suc~ rate sMail be the lowest rateo at II!nich
~CPA T'5 qualified to purchase a:1C1 at ... ",,11 ~11ne\fi11e is then
curr~~t1y maki~g sales to CaTifornia. unTess othe~wise agreed.
(0) Rate 6oMeville. i'N~ or Car1ddja:1 Ublities ~ay ~CPA.
NCPA agrees tf1at t~e rate t" te c~arged for Rated Trar.sfer
Capability, purSUQnt to section S{c). sMail be cased on the FERC
approved rate at ~hlch nonffr~ tr~nsmjssjon servIce on the AC
'nte-rtie south of COB is t~en currently pro\l'ided. unless
ot~~rwise agreed and such agreement shal r not be unreasonably
.. ithl1e T d.
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GoVErning La ...
Thf1 Agreement shail be Intertre~@d. go~er~Ed by. ana co~strue~ und~r
federal Tali
11. ~a.i"eiS.
E~cept as otherwi~e provided ~erein a~ as agreed by t~e Pa~ties. no
pro~fsjan of t~15 Agreement may ~e ~ajwed e~c~~t as dOCJmented or
confirmed in ~~iting. Any ~aiver 2t any time by a ~arty ~r its right
~lth re~pect to a default under t~'5 Agr~ement. or .. i t~ respect to
a.ny other matter arisirg in CO:1nection tr:ere\ojlth, shal r r.ot be desmed
a waiver \iith respect to any subseq'.Jer.t default or matter. Either
Bonne~il1e or NCPA may ~aive any notice or agree to accept a shorter
notice than specIfied 1n this Agreement. Such \ojalver of notice or
acceptance of shorter notice by a Party at any time regarding a
notIce shalT not be con~idered a ~ai~er ~it~ respe:t to any
subseQuent notice required under this Agreement.
12. Sig~ature Crac5~.
tach Party hereto reprHents tr,at it l'1a.s the authority :,~ e~ecut~
this Agreement and that it ~as been duly authorjZ~d to enter j~to
this Agreement.
13. Execution by Ccuntercart.
ThIs Agreement ~halT be execut~d In a nu~be~ of ccynterpar~s a~~
shalT be deemed to c·:'nstitute a sit'1g~e document ... it~ t~e same fcrce
and effect as jf all Parties hereto. havlng si9~ed a single
counterpart, had signed all counterparts. Eac~ Party shall deli~er
an e~ecuted counterpart to Scnn~~llle, and Senneville ~~alT prepare a
conformed cop~ of tnis .~greement and deli\,ler it to each P2rtj. This
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--' .4.qreeme"t shall bec·me eFfec~;"1? .3.~ 'S'.'(h ti;r.e as It 1$ e-.:ect.;ted ~y
Bonne'.', l1e, NCPA a!1d ar.y Qr:e ,"1e-,;1ber,
IN ~IiNESS WHEREOF, the PartIes ha~e eKE~ute~ t~j5 Agree~ent.
NORTHERN CALIFORNIA POHER AGENCY
By
Ti tJ e
Date
ATTEST:
8y
Titl.
<VS6-PMCG-4763cJ
13
U~IED SiHES OF AMERICA
Department of Energy
Bcnnewtll~ ~o~er ~c~lnjstrat;cn
By
Senior As~istant AdminIstrator
. -
THE CITY OF
8y
t~ Ti tie
,,t
~ Date ,
.. nn-ST:
8y
Titie-
Date
THE CITY OF
8y
Ti tl e
Date
ATTEST:
By
Ti t1e
Date
,~L'M£DA
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Tr1E C[ TY Cf HE...I.L)$Sl'F;'G
8y
T1 t r e
Date
,A,HEST:
By
Ti ti e ____________ _
Da'te
THE CliY OF LCHPCC
By
Ti tIe ___________ _
Da te
ATTEST:
8y ----------
Ti tie ___________ _
Da~e-
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" " i<{ THE CITY or PALO ILTD "
By
Ti tle T j t 1 e
Oat' Oa ~i2'
A TrEST: A TTESr:
By By
T\ tle T 1t1 e
Date Date
THE Clfl or UKI~H TURLOCK I~RIGATlON OeSTRICT
By 8y
rit~e Ii t1, ___________ _
Date Jate
ATTEST: A !TEST:
By By
Ti tT e Ti t ,.
Date Dat-:-
(V S 5-PMCG-4 7 53c)
, 5
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DRAFT PARTIClPA.'" OP!!,-;ION LETTER
Dennis W. De Cuir
MCDONOUGH HOLLAND & AlLE\i
A Professional Corporation
Attorneys
555 Capitol MAlI, Solte 950
Sacramento, CA 95814
Subject: Northwest Re30UTce Third Phase Ag:eement; Washi.lgfon
\-Vater Power Compa.."1Y 2'J-Year Power Sale Agreement;
BonnevlHe Power AdminJ::::.tration :Mitiga.tion Agreeffier'.t.
Dear Mr. De Cuir:
I am coureel to the [name of Participant :-.JCPA member] (Participant). I
have been requested to furnish to you my opinion regarding t..'e d.uthorit)' .of
t.he Participant t.o execute and implement t.M,e Northwest REsource nire.
Phase Agreemer1t, which supports the Zo-Year Power Sale Agreement"
Septea-~ber 1991. betwe-en The Washington V/ater Po ..... 'er Compa;r-,.)· (i-V\ ..... "P)
and the Northern California Power Agency (NCPA), a..nd the Ene.rgy Sales
Agreement CMitigation Agreement), ben..'een the United States of )..me~Cl
ilCting by and through the Bonneville Power Administration l and NCPA and
the Participants.
I have reviewed California iaw .. and the local laws .. ordinance;>, charter
if a charter dty. a.nd regulations of the Participant.
Based upon my review. it is my opinion that t.~e Pa.."'tldpant has duly
and regularly authorized~ and is fo-illy empowered to~ execute and deliver the
NorHlw.st Resource Third Phase Agreement and t."e :.fitigaticn Agre=e"t,
which are enforceable again.st the P.a..rJdpant in accordan':e w:th their te.-ms,
subject to the Iav,'S of bankruptcy; moratoria,.and creGiwrs r!ghts generally.
and the proper exercise of judicial discretion. In my opinion, ~CP A is
authorized to enter into t..i..e 20-Year Powe!'" Sale Agreement wiLI-t \V\v"P on
behalf of, md as agent 01 the P artid pan t.
Very truly yours,
o
RESOWTIOl< NO,
RESOWTION OF THE (X)ONCIL OF THE CIT' .. OF PALO ALTO
APPROVING AND AUTHORIZI~G EXE0JTION OF TrlE NORTH
WEST RESOURCE THIRD PHASE AGRE~XNT OF THE NORTH
ERN CALIFORNIA PCO'ER AGENCY
WHEREAS~ the Northern California Power Agency (~NCPA·l has
developed the ·North~est Resource Third Phase Aqree~ent· setting
forth its participating Members' rights and obliqat.ions 'With regard
to a project for the purchase of ~'Wer from a Ncrthwest resource to
be transmitteci over the California-Oregon Transmission proj ect; and
WHEREAS, the NCPA COllUllission approved that Agreement on
September 25, 1991; and
WHEREAS I the City of Palo Alto has determined it is
necessary and desirable to participate in the North'West Resource
Third Phase Agreement.
NOW, THEREFORE, the council of the City of Palo Alt.o does
hereby RESOLVE as follows:
SECTION 1. The "Northt.'est Resource Third Phase Agreel!lent"
is hereby approved.
SECTION 2. The Mayor is authorized and directed to execute
an execution copy of the Agreement.
SECTION l~ The Council finds that there is no possibility
that the provisions of the Ag.ieement 'Will cause a significant
effect on the environment, and upon that basis, finds the project
exempt from the provisions of the California Environmental Quality
Act,
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST: APPROVED:
City Clerk Mayor
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APPROVE D AS TO FORM: AP"ROVED:
City Attorney city Manager
Director of utilities
9J 110I.q>C" 0050445
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RESOLU1'ION NO.
RESOLU'l'ION OF THE COUNCIL OF THE CITY OF PALO ALTO
APPROVING >.ND AUTHORIZING EXECU'IION OF THE ENERGY
SALE AGRE~NT RELATnlG TO NORTHWEST RESOC1RCES
WHEREAS, the Northern California Pover Agency (~NCPAW) has
developed the -Energy Sale Agr4'!!ement proposed amonq the United
States of Amerh::a acting by and through the Bonnevillt! Po...,er
Administration, NePA, and the City of Palo Alto" ,"Energy sales
Aqreement-settin9 forth its. participating: Members' rights and
obliqatiqns with regard to a project for the purchase of power from
a Northwest resource to be transmitted over the California-O~egon
Transmission Project; and
WHEREAS, the City of Palo Alto has determined it is
necessary and desirable t:o participate in the Er,erqy Sale Agree
ment.
NOW, THEREFORE, the Council of the City of Palo Alto does
hereby R£SOLVE as follows:
SECTION 1. ThE ·E~ergy Sale Agreement proposed among the
unite~ States of Ame~ica acting by and th~ough the Bonneville Power
Administration, NePA, and the City of Palo Alto~ is hereby
approved.
SECTION 2 ~ The Mayor is authorized and directed to execute
an execution copy of thp. A9~eement.
SECTION 3. The Council finds that there is no possibility
that the provisions of the Agreement will cause a significant
effect on the environment, and upon that basis, finds the project
6xempt trom the provisions of t~e California Environmental Quality
Act.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
A'l"l'ESl': APPROVED:
-------------City Clerk Mayor
1
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APPROVED AS TO FORM, APPROVED'
: ,
City Attorney City Manager
Directo~ ot Utilities
2
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