HomeMy WebLinkAboutNorthern California Power Agency (NCPA) 2014-02-27 Part 1 POWER MANAGEMENT AND ADMINISTRATIVE SERVICES
AGREEMENT
Table of Contents
Section1 . Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section2. Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 3 . Power Management and Administrative Services . , I a I a 0 0 0 1 a 8 0 * a a a 0 a 0 9 9 a a 0 0 0 1 6 0 21
Section 4. Cost Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a 23
Section 5 . Administration of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . 23
Section 6 . Term and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7. Admission and Withdrawal of Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 8. Power Management and Administrative Services Schedules . . . . . . .. . . , . 30
Section 9 . Precedence of Agreement . 6 , 31
Section 10 . Settlement of Disputes and Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . : . . . . . . . . . . . . . . . . 31
Section 11 . Miscellaneous . . . . . . . . . . . . . top * @ I@ * @ Do too ofease * 6696 0 * 00 # # 69 41
Schedule 1 . List of Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Schedule 2 . Service Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Schedule 3. Service Categories ' . . . . . . . . . . . . . . . . . . . . . 0 1
Schedule 4. Cost Allocation Methodology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
This POWER MANAGEMENT AND ADMINISTRATIVE SERVICES
AGREEMENT is dated as of October 1, 2014 by and among the Northern
California Power Agency, a joint powers agency of the State of California
("NCPA"), and the signatories to this Agreement other than NCPA
("Participants" ) . NCPA and the Participants are referred to herein individually
as a "Party" and collectively as the "Parties" .
RECITALS
A. NCPA has heretofore been duly established as a public agency
pursuant to the Joint Exercise of Powers Act of the Government Code of the State
of California and, among other things, is authorized to acquire, construct,
finance, and operate buildings, works, facilities and improvements for the
generation and transmission of electric capacity and energy for resale .
B . Each of the Participants is a signatory to the Joint Powers
Agreement which created NCPA and therefore is a Member.
C. The Participants desire NCPA to establish facilities, staff and the
capability for providing Power Management and Administrative Services,
including, but not limited to, Scheduling Coordination Services, real time
dispatch, power pool management, resource management, settlements, risk
management, and direct assignment activities .
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
D . NCPA has established facilities, staff and the capability for the
efficient and cost effective provision of Power Management and Administrative
Services to the Participants, pursuant to this Agreement, the Service Agreements
and Good Utility Practice .
E . Power Management and Administrative Services benefit all
Members who receive such services from NCPA . Power Management and
Administrative Services are an integral part of NCPA' s business function and are
necessary in order to manage, operate, maintain and support NCPA and
Member investments and service obligations.
F . An agreement is necessary to formalize the contractual
relationships between NCPA and the Participants with regards to the role, scope,
governance, and the equitable allocation of costs associated with Power
Management and Administrative Services supplied by NCPA to the Participants .
G . This Agreement establishes the framework under which
Participants shall enter into one or more Service Agreements with NCPA to take
certain Power Management and Administrative Services from NCPA, and how
costs associated with such services are to be allocated among the Participants
receiving such services .
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H. Each Participant agrees to pay its equitable share of costs
associated with NCPA' s provision of Power Management and Administrative
Services in accordance with this Agreement and the Service Agreements .
I. The Participants further desire, insofar as possible, to insulate other
Members, whether or not such Members are also Participants, from risks
inherent in the services and transactions undertaken on behalf of any given
Participant or group of Participants.
NOW, THEREFORE, the Parties agree as follows :
Section 1. Definitions.
101 Definitions. Whenever used in this Agreement (including the
Recitals hereto), the following terms shall have the following respective
meanings :
1 . 1 . 1 "Administrative Services Costs" means that portion of
the NCPA administrative, general and occupancy costs and expenses,
including those costs and expenses associated with the operations, direction
and supervision of the general affairs and activities of NCPA, general
management, treasury operations, accounting, budgeting, payroll, human
resources, information technology, facilities management, salaries and wages
(including retirement benefits) of employees, facility operation and
maintenance costs, taxes and payments in lieu of taxes (if any), insurance
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
premiums, fees for legal, engineering, financial and other services, power
management services, general settlement and billing services and general risk
management costs, that are charged directly or apportioned to Power
Management and Administrative Services Annual Budget categories .
1 . 1 .2 "Agreement" means this Power Management and
Administrative Services Agreement.
1 . 1 .3 "All Resources Bill" means the single, combined
monthly bill from NCPA to a Participant with respect to all NCPA services,
programs and NCPA Projects.
1 . 1 .4 "Amended and Restated Facilities Agreement" or
"Facilities Agreement" means that agreement dated as of October 1, 2014
between NCPA and the Members who are signatories to that agreement
which establishes the framework under which Project Agreements are created
for the development, design, financing, construction, and operation of NCPA
Projects .
1 . 1 .5 "Amended and Restated Market Purchase Program
Agreement" or "Market Purchase Program Agreement" means the NCPA
Amended and Restated Market Purchase Program Agreement dated as of
September 10, 2012 by and between NCPA and the Members who are
signatories to that agreement by which NCPA transacts Approved Products ,
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1 . 1 . 6 "Amended and Restated Scheduling Coordination
Program Agreement" or "Scheduling Coordination Program Agreement" or
"SCPA" means that agreement dated as of October 1, 2014 between NCPA
and the Members who are signatories to that agreement by which NCPA
provides Scheduling Coordination Services.
1 . 1 . 7 "Annual Budget" means the NCPA budget for the
current Fiscal Year adopted by the Commission, or in the event a two-year
budget is adopted by the Commission if permitted by the NCPA Commission.
Bylaws or the Joint Powers Agreement, means the two-year budget for the
applicable period .
1 . 1 . 8 "Approved Products" has the meaning as defined in the
Amended and Restated Market Purchase Program Agreement.
1 . 1 .9 'Balance of Month Transaction" means a purchase or
sale of electric energy, capacity and/or other related attributes for a term not
greater than one month to be performed or delivered within the current or
next succeeding calendar month.
1 . 1 . 10 'Business Day" means any day except a Saturday,
Sunday, or a Federal Reserve Bank holiday. A Business Day shall open at
8 : 00 a.m. and close at 5 :00 p .m. local time .
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1 . 1 . 11 " Calendar Day" means all days, including Saturdays,
Sundays or Federal Reserve Bank holidays .
1 . 1 . 12 "California Independent System Operator Corporation"
or " CAISO" means the non-profit public benefit corporation responsible for
the provision of fair and open transmission access, and maintaining reliable
and efficient operation of that portion of the electric grid contained within its
defined balancing authority area, pursuant to the California Public Utilities
Code, or its successor entity.
1 . 1 . 13 "CAISO Tariff" means the CAISO FERC Electric Tariff.
1 . 1 . 14 "CARB" means the California Air Resources Board, or
its successor organization.
1 . 1 . 15 "CARB Offset Credit" means a tradable compliance
instrument issued by CARB pursuant to the GHG Regulations that represents
a GHG reduction or GHG removal enhancement of one metric ton of carbon
dioxide ("CO2" ) .
1 . 1 . 16 "CARB Sector-Based Offset Credit" means a credit
issued by CARB pursuant to the GHG Regulations from a sector-based
crediting program once the crediting baseline for a sector has been reached .
1 . 1 . 17 "Commission" means the NCPA Commission
established by the Joint Powers Agreement.
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1 . 1 . 18 "Commissioner" means a voting member of the
Commission.
1 . 1 . 19 "Contract Transaction" has the meaning as defined in
the Amended and Restated Market Purchase Program Agreement.
1 . 1 .20 "Electric System" means, with respect to each
Participant except the San Francisco Bay Area Rapid Transit District
("BART" ) and the City of Oakland, all properties and assets, real and
personal, tangible and intangible, of the Participant now or hereafter existing,
used or pertaining to the generation for resale, transmission, transformation,
distribution or sale of electric capacity and energy, or the utilization of such,
including all additions, extensions, expansions, improvements and
betterments thereto and equipment thereof, and in the case of BART all
properties and assets, real and personal, tangible and intangible, of the
Participant now or hereafter existing, used or pertaining to its public
transportation system, and in the case of the City of Oakland, all properties
and assets, real and personal, tangible and intangible, of the Participant now
or hereafter existing, used or pertaining to the Port of Oakland (as defined in
the Charter of the City of Oakland); provided, however, that to the extent the
Participant is not the sole owner of an asset or property or to the extent that
an asset or property is used in part for generation for resale, transmission,
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
transformation, distribution or sale of electric capacity and energy, only the
Participant' s ownership interest in such asset or property or only the part of
the asset or property used for electric purposes (or public transportation or
Port of Oakland purposes in the case of BART or the City of Oakland,
respectively) shall be considered to be part of its Electric System.
1 . 1 .21 "Emissions Allowance" means a limited tradable
authorization to emit up to one metric ton of carbon dioxide equivalent
issued either pursuant to the GHG Regulations or federal law.
1 . 1 .22 "Energy Risk and Counterparty Risk Management
Regulations" means that certain NCPA Energy Risk and Counterparty Risk
Management Regulations, version 1 .7; approved September 24, 2012.
1 . 1 .23 "Energy Risk Management Policy" means that certain
NCPA Energy Risk Management Policy, version 1 .3, approved June 16, 2011 .
1 . 1 .24 "Facilities Committee" or "Committee" means the
committee established pursuant to Section 5 of the Amended and Restated
Facilities Agreement.
1 . 1 .25 "FERC" means the Federal Energy Regulatory
Commission, or its regulatory successor.
1 . 1 .26 "First Phase" of a NCPA Project means the initial
planning stage conducted pursuant to the provisions of Section 6 of the
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Amended and Restated Facilities Agreement and prior to the declaration of
such Project as constituting a "NCPA Project" by the Commission.
1 . 1 .27 "Fiscal Year" means the NCPA fiscal year; currently the
twelve month period beginning July 1 and ending on the following June 30 .
1 . 1 .28 "General Manager" means the General Manager of
NCPA.
1 . 1 .29 "GHG Compliance Instrument" means any instrument,
including but not limited to, Emission Allowance, CARB Offset Credit or
CARB Sector-Based Offset Credit that can be used to fulfill a GHG emission
compliance obligation imposed by the State or federal government.
1 . 1 .30 "GHG Regulations" means the California Cap on
Greenhouse Gas Emissions and Market-Based Compliance Mechanism
regulations codified at 17 Code of California Regulations sec. 95801 et seq. ,
and adopted by CARB in compliance with the Global Warming Solutions Act
("AB 32", California Health & Safety Code sec. 95801 et seq. ) .
1 . 1 .31 "Good Utility Practice" means any of the practices,
methods and acts engaged in or approved by a significant portion of the
electric utility industry within the United States of America during the
relevant time period, which, in the exercise of reasonable judgment in light of
the facts known at the time the decision was made, could have been expected
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
to accomplish the desired result at the lowest reasonable cost consistent with
NERC or WECC approved business practices, reliability and safety. Good
Utility Practice is not intended to be limited to the optimum practice, method,
or act to the exclusion of all others, but rather to be acceptable practices,
methods, or acts generally accepted in the electric utility industry within the
United States of America.
1 . 1 .32 "Greenhouse Gas" or "GHG" means carbon dioxide
("CO2" ), methane ("CH4" ), nitrous oxide ("N20" ), sulfur hexafluoride
("SF6" ), hydrofluorocarbons ("HFCs" ), perfluorocarbons ("PFCs" ), and other
fluorinated gasses .
1 . 1 .33 "Joint Powers Agreement" means the Amended and
Restated Northern California Power Agency Joint Exercise of Powers
Agreement dated as of January 31, 20089
1 . 1 .34 "Lodi Energy Center" or "LEC" means the NCPA Lodi
Energy Center, a 280 MW combined cycle generation facility located in Lodi,
California.
1 . 1 .35 "Long-Term Transaction" means a purchase or sale of
natural gas, electric power, capacity, transmission and/or other related
attributes to be performed or delivered for a duration longer than a Balance of
Month Transaction,
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1 . 1 .36 "Member" means any member of NCPA or associate
member of NCPA who is a signatory to the Joint Powers Agreement.
1 . 1 .37 "MSSA Agreement" means the Third Amended and
Restated NCPA MSS Aggregator Agreement.
1 . 1 .38 "Natural Gas Program Agreement" means the NCPA
Natural Gas Program Agreement dated as of July 11, 2011 between NCPA
and the Members who are signatories to that agreement by which NCPA
purchases natural gas .
1 . 1 .39 "NCPA" has the meaning set forth in the recitals hereto .
1 . 1 .40 "NCPA Commission Bylaws" means the Rules of
Procedure for the Commission of the Northern California Power Agency as
adopted by resolution of the Commission.
1 . 1 .41 "NCPA Project" means any Project undertaken by
NCPA and one or more of its Members, other than the Lodi Energy Center,
and which Project may also include a non-member as a participant, which has
progressed beyond the First Phase (preliminary survey and investigation)
pursuant to Section 6 of the Amended and Restated Facilities Agreement, and
which has been designated by the Commission as a NCPA Project.
1 . 1 .42 "NERC" means the North American Electric Reliability
Corporation, or its successor.
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1 . 1 .43 "Operating Agreement" means any agreement, other
than the Amended and Restated Facilities Agreement, that is entered into
subsequent to or concurrently with a Third Phase Agreement, and that
establishes the principles, procedures and rules for operating and
maintaining a specific NCPA Project.
1 . 1 .44 "Operating Entity" means a Project Participant, or a
group of Project Participants, that determines the use of and coordinates
scheduling of their Project Participation Percentage share of energy and
capacity of a NCPA Project with NCPA, in accordance with established
scheduling requirements, including those requirements determined by
NCPA. NCPA may act as an Operating Entity for a Project Participant, or a
group of Project Participants, pursuant to separate agreement.
1 . 1 .45 "Operating Service Agreement" means an Operating
Service Agreement between NCPA and one or more Members, utilizing the
Professional Services/Operating Agreement adopted by the Commission, by
which NCPA provides specific services, as described in the subject
agreement, related to the operation of Member resources and other
investments .
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1 . 1 .46 "Participant" has the meaning set forth in the recitals of
this Agreement. Each Participant shall be a Member . Participants to this
Agreement are listed in Schedule 1 of this Agreement.
1 . 1 .47 "Party" or "Parties" has the meaning set forth in the
recitals hereto; provided that "Third Parties" are entities that are not party to
this Agreement.
1 . 1 .48 "Pool Member" means a signatory to the Second
Amended and Restated Pooling Agreement.
1 . 1 .49 "Power Management and Administrative Services"
means services provided by NCPA to the Members, pursuant to this
Agreement and the Service Agreements, including, but not limited to,
Scheduling Coordination Services, real time dispatch, power pool
management, resource management, settlements, energy risk management,
and direct assignment, administrative and support activities related to the
foregoing.
1 . 1 .50 "Power Management and Administrative Services
Schedules" or "Schedules" means the principles and/or procedures adopted
by the Commission, which are appended to and made part of this Agreement,
and are subject to change or amendment from time to time pursuant to
Section 11 . 6 .2.
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1 . 1 .51 "Power Management Services Costs" are costs
associated with NCPA' s provision of Power Management and Administrative
Services, including, but not limited to, those costs and expenses associated
with Scheduling Coordination Services, real time dispatch, power pool
management, resource management, settlements, energy risk management,
and direct assignment, administrative and support activities related to the
foregoing. Power Management Services Costs do not include that portion of
the NCPA administrative, general and occupancy costs and expenses that are
charged directly or apportioned to Power Management and Administrative
Services Annual Budget categories; rather such costs are accounted for as
Administrative Services Costs .
1 . 1 .52 "Project" means a generation facility, transmission
facility, natural gas facility, Long-Term Transaction, or other resource directly
related to the Participants' business . Provided, however, that any Long-Term
Transaction entered into pursuant to the Amended and Restated Market
Purchase Program Agreement, Natural Gas Program Agreement, or other
separate Service Agreements shall not be deemed to be a Project under the
Amended and Restated Facilities Agreement.
1 . 1 .53 "Project Agreement" or "NCPA Project Agreement"
means an agreement including any Second Phase Agreement, Third Phase
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Agreement or Operating Agreement, between NCPA and Project
Participants, to enable NCPA, on behalf of Project Participants, to carry out
plans for the construction, operation, delivery and financing of a NCPA
Project.
1 . 1 .54 "Project Indenture of Trust" means a document that
contains the terms and conditions (such as the interest rate, maturity, date,
convertibility, representations and covenants) governing a bond issuance as
between NCPA and a bond trustee with respect to the financing of a NCPA
Project.
1 . 1 .55 "Project Participant" is a signatory to the Amended and
Restated Facilities Agreement which enters into a Project Agreement with
NCPA with respect to a particular NCPA Project.
1 . 1 .56 "Project Participation Percentage" means the percentage
of participation of a Project Participant in a NCPA Project as set forth in a
Project Agreement. Project Participant Percentage is also commonly referred
to as Project Entitlement Percentage, Project Entitlement Share, Participation
Percentage or Generation Entitlement Share, each of which are synonymous .
1 . 1 .57 "Revenues" means , with respect to each Participant with
the exception of BART, all income, rents, rates, fees, charges, and other
moneys derived by the Participant from the ownership or operation of its
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Electric System, including, without limiting the generality of the foregoing:
(a) all income, rents, rates, fees, charges or other moneys derived from the
sale, furnishing and supplying of electric capacity and energy and other
services, facilities, and commodities sold, furnished, or supplied through the
facilities of its Electric System; (b) the earnings on and income derived from
the investment of such income, rents, rates, fees, charges or other moneys to
the extent that the use of such earnings and income is limited by or pursuant
to law to its Electric System; and (c) the proceeds derived by the Participant
directly or indirectly from the sale, lease or other disposition of all or a part of
the Electric System, but the term Revenues shall not include (i) customers'
deposits or any other deposits subject to refund until such deposits have
become the property of the Participant or (ii) contributions from customers
for the payment of costs of construction of facilities to serve them. In regards
to BART, Revenues means, all income, rents, rates, fees, charges, grants, fares
or tariffs, subventions and other moneys derived by the Participant from the
operation of its Electric System including, without limiting the generality of
the foregoing, (i) the earnings on and income derived from the investment of
such income, rents, rates, fees, charges grants, fares or tariffs, subventions or
other moneys and (ii) the proceeds derived by the Participant directly or
indirectly from the sale, lease or other disposition of all or a part of its assets,
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but the term Revenues shall not include any moneys derived from sources the
use of which is limited by law to expenditures other than operating expenses .
1 . 1 .58 "Scheduling Agent" means an entity authorized to act as
agent on behalf of a Scheduling Coordinator, and shall perform certain
Scheduling Coordinator duties and requirements on behalf of a Scheduling
Coordinator.
1 . 1 .59 "Scheduling Coordinator" means an entity certified by
the CAISO for the purposes of undertaking the functions of a Scheduling
Coordinator specified in the CAISO Tariff, including, but not limited to,
submitting and settling bids, self-schedules, and trades in the CAISO
markets .
1 . 1 .60 "Scheduling Coordination Services" means the
scheduling and settlement services provided by NCPA pursuant to the
Amended and Restated Scheduling Coordination Program Agreement.
1 . 1 .61 "Second Amended and Restated Pooling Agreement" or
"Pooling Agreement" means the NCPA Second Amended and Restated
Pooling Agreement dated as of October 1, 2014 between NCPA and the
Members who are signatories to that agreement which establishes an
operating resource pool to jointly manage Pool Members' collective portfolios
of loads and resources.
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1 . 1 .62 "Second Phase" means the second stage of NCPA
Project planning and design pursuant to an agreement ("Second Phase
Agreement" ) between one or more of the Members and NCPA to proceed
beyond the First Phase with study, design, or development of a NCPA
Project.
1 . 1 .63 "Service Agreements" mean the Amended and Restated
Facilities Agreement, the Amended and Restated Scheduling Coordination
Program Agreement, the Second Amended and Restated Pooling Agreement,
the Amended and Restated Market Purchase Program Agreement, the
Natural Gas Program Agreement, an Operating Service Agreement, a Single
Member Services Agreement, or other agreements that may be developed by
the Commission from time to time to provide services to Participants as
described in Schedule 2 of this Agreement. Project Agreements are not
considered to be Service Agreements under the context of this Agreement.
1 . 1 .64 "Single Member Services Agreement" means a NCPA
Single Member Services Agreement for Special Transactions between NCPA
and a Member utilizing the pro forma NCPA Single Member Services
Agreement adopted by the Commission, by which NCPA provides special
services to the Member as described in the subject agreement relating to the
operation of Member resources and other investments.
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1 . 1 .65 "State means the State of California.
1 . 1 .66 "Third Phase" means the third stage of a NCPA Project
pursuant to an agreement ("Third Phase Agreement") between one or more
of the Members and NCPA to participate in the financing, construction,
operation, and/or rights to the capacity, energy and/or other attributes of a
NCPA Project.
1 . 1 .67 "Third Party" means an entity (including a Member)
that is not a Party to this Agreement.
1 . 1 . 68 "Uncontrollable Forces" means storm, flood, lightning,
earthquake, tsunami, fire, explosion, failure of facilities not due to lack of
proper care or maintenance, civil disturbance, labor dispute, sabotage, war,
national emergency, restraint by court or public authority, any curtailment,
order, regulation or restriction imposed by governmental, military or lawfully
established civilian authorities, or other causes beyond the control of the
affected Party which such Party could not reasonably have been expected to
avoid by exercise of Good Utility Practice, due diligence and foresight.
1 . 1 .69 "WECC" means the Western Electricity Coordinating
Council, or its successor(s) .
1 . 1 .70 "Withdrawing Participant" has the meaning set forth in
Section 7.2 of this Agreement.
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1 .2 Rules of Interpretation. As used in this Agreement (including the
Recitals hereto), unless in any such case the context requires otherwise: The
terms "herein," "hereto," "herewith" and "hereof" are references to this
Agreement taken as a whole and not to any particular provision; the term
"include, " "includes" or "including" shall mean "including, for example and
without limitation•" and references to a "Section, " " subsection, " " clause, "
"Appendix", "Schedule", or "Exhibit" shall mean a Section, subsection, clause,
Appendix, Schedule or Exhibit of this Agreement, as the case may be. All
references to a given agreement, instrument, tariff or other document, or law,
regulation or ordinance shall be a reference to that agreement, instrument, tariff
or other document, or law, regulation or ordinance as such now exists and as
may be amended from time to time, or its successor. A reference to a "person"
includes any individual, partnership, firm, company, corporation, joint venture,
trust, association, organization or other entity, in each case whether or not
having a separate legal personality and includes its successors and permitted
assigns. A reference to a " day" shall mean a Calendar Day unless otherwise
specified . The singular shall include the plural and the masculine shall include
the feminine, and vice versa.
Section 2. Purpose . The purpose of this Agreement is to (i) set forth the terms
and conditions under which NCPA will provide efficient and cost effective
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Power Management and Administrative Services to a Participant, (ii) establish
the framework under which a Participant shall enter into this Agreement and
one or more Service Agreements with NCPA to obtain Power Management and
Administrative Services from NCPA, and (iii) specify how costs associated with
NCPA' s provision of Power Management and Administrative Services are to be
allocated among the Participants based on having participated in a NCPA Project
or having executed one or more Service Agreements ,
Section 3. Power Management and Administrative Services . Power
Management and Administrative Services benefit all Members who receive such
services from NCPA, and Power Management and Administrative Services are
an integral part of NCPA' s business function and are necessary in order to
manage, operate, maintain and support NCPA and Member investments and
service obligations. A Member who receives Power Management and
Administrative Services from NCPA shall become a Participant to this
Agreement, and shall become a signatory to one or more Service Agreements,
based on the type of Power Management and Administrative Services that
Participant receives from NCPA, as further set forth in this Agreement.
3 . 1 NCPA Project and Service Agreements . NCPA provides Power
Management and Administrative Services to Participants pursuant to the terms
and conditions of this Agreement, the Project Agreements, and the individual
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Service Agreements . A Participant receives particular Power Management and
Administrative Services from NCPA as an obligation of NCPA, by virtue of
being a signatory to the relevant Project Agreements or Service Agreements
under which NCPA provides or causes the provision of required services . The
scope and application of each Service Agreement is described in Schedule 2 of
this Agreement.
Pursuant to the amendment provisions contained in tlus Agreement and
each respective Service Agreement, the signatories of said agreements may
amend the terms and conditions of each agreement as deemed necessary . The
Participants agree to conduct a periodic review of each agreement to determine if
any terms or provisions of the agreements require amendment. Such periodic
review shall be conducted at least every five (5) years from the Effective Date of
this Agreement. The parties of each respective agreement shall act in good faith
and shall cooperate in conducting such periodic review. If based on the outcome
of such periodic review process the Participants determine that an agreement or
agreements require amendment, such amendments shall be made in accordance
with the amendment provisions contained in each respective agreement.
32 Power Management and Administrative Services Categories ,
Power Management and Administrative Services are categorized based on the
type and function of services provided . Costs associated with Power
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
Management and Administrative Services are accounted for based on the
relevant categories of the services established by the Commission, or as
otherwise set forth by the Commission in the Annual Budget. The functional
categories that describe the types of Power Management and Administrative
Services provided by NCPA in support of NCPA Projects and the Service
Agreements are described in Schedule 3 of this Agreement.
Section 4. Cost Allocation. Costs associated with Power Management and
Administrative Services, including Administrative Services Costs and Power
Management Services Costs, shall be allocated among the Participants in
accordance with methodologies and principles established by the Commission
from time to time, as set forth in Schedule 4 of this Agreement.
4. 1 Power Management and Administrative Services Costs . Each
Participant agrees to and acknowledges its obligation to pay its allocated share of
costs associated with Power Management and Administrative Services, including
Power Management Services Costs and the portion of Administrative Services
Costs allocated to Power Management and Administrative Services, as invoiced
in its All Resources Bill subject to any applicable Project Agreement or Service
Agreement dispute resolution provisions or procedures.
Section 5 . Administration of Agreement.
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
5 . 1 Commission, The Commission is responsible for the
administration of this Agreement. Each Participant shall be represented by its
Commissioner or their designated alternate Commissioner ("Alternate" )
pursuant to the Joint Powers Agreement. Each Commissioner shall have
authority to act for the Participant represented with respect to matters pertaining
to this Agreement.
5 .2 Forum. Whenever any action anticipated by this Agreement is
required to be jointly taken by the Participants, such action shall be taken at
regular or special meetings of the Commission.
5 .3 Ouorum. For acting upon matters pertaining to this Agreement, a
quorum of the Commission shall consist of those Commissioners, or their
designated Alternates, representing a numerical majority of the Participants .
5 .4 Voting
5 .4. 1 General Administration. For acting upon matters that
relate to general administration of this Agreement, each Participant shall have
the right to cast one (1 ) vote. Actions of the Commission shall be effective
only upon a majority vote of the Participants.
5 .4.2 Power Management and Administrative Services
Functional Categories and Cost Allocation Methodology. For acting upon
matters that relate to the establishment of Power Management and
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services functional categories, as set forth in Schedule 3, or
the methodology for allocating costs associated with Power Management and
Administrative Services, as set forth in Schedule 4, the following voting
procedure shall be used . Actions of the Commission regarding Schedule 3
and Schedule 4 shall be effective only upon both of the following conditions
being satisfied .
(i) each Participant shall have the right to cast one (1 ) vote, and
actions of the Commission shall be effective only upon an affirmative vote of
eighty percent (80%) or more of the Participants; and
(ii) each Participant shall have the right to cast one (1 ) vote and
each Participant' s vote shall be weighted based on its percentage share of Power
Management and Administrative Services Costs, including the portion of
Administrative Services Costs allocated to Power Management and
Administrative Services, as such costs are set forth in the prior Fiscal Year
budget. Actions of the Commission shall be effective only upon an affirmative
vote of sixty five percent (65%) or more of the weighted shares of the
Participants; provided, however, if the voting right of any Participant exceeds
thirty five percent (35%) that Participant' s voting right shall be limited to thirty
five percent (35%) and the Participant' s voting right percentage in excess of thirty
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
five percent (35%) shall be proportionally reassigned to the Participants whose
voting right percentage is less than thirty five percent (35%) .
5 .5 Adoption and Amendment of Annual Budd Annually, the
Commission shall adopt an Annual Budget, which includes, but is not limited to,
all costs attributed to Power Management and Administrative Services, for at
least the next succeeding Fiscal Year in accordance with the Joint Powers
Agreement and this Agreement. Provided, however, that the Commission may
in its discretion adopt a two-year budget if permitted to do so by the NCPA
Commission Bylaws or the Joint Powers Agreement,
5 .6 Facilities Committee. The Facilities Committee has been
established pursuant to the Amended and Restated Facilities Agreement to act as
an advisory committee to the Commission. The Commission or General
Manager may refer matters pertaining to the administration of this Agreement to
the Facilities Committee for review and recommendation, including, but not
limited to, proposed amendments to this Agreement and to the Power
Management and Administrative Services Schedules. If the Commission or
General Manager refers matters pertaining to the administration of this
Agreement to the Facilities Committee, NCPA will provide a copy of the public
notice of the Facilities Committee meeting at which the matter will be discussed
to the Participants. The Facilities Committee may act upon such matters referred
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
to it by the Commission in accordance with the procedures, including the general
administration quorum and voting procedures, set forth in the Amended and
. Restated Facilities Agreement. Any recommendations of the Facilities
Committee shall be made to the Commission, Project Participants, and others, as
appropriate, in coordination with the General Manager,
Section 6. Term and Termination.
6 . 1 Effective Date. This Agreement shall become effective on the first
day of the month after which it has been duly executed by all Participants, and
delivered to and executed by NCPA (the "Effective Date" ) . NCPA shall notify all
Participants in writing of the Effective Date .
62 Term and Termination. This Agreement shall continue in full effect
until terminated by consent of all Parties .
Section 7. Admission and Withdrawal of Participants .
7. 1 Admission of a New Participant. Subsequent to the initial Effective
Date, a Member who is not a Participant, and who desires to receive Power
Management and Administrative Services from NCPA or is required to take such
services (e.g. a Project Participant), shall become a Participant by executing this
Agreement. Such Member will become a Participant effective on the date . of its
delivery to NCPA of an executed counterpart of this Agreement.
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
7.2 Withdrawal of Participants. Any Participant may withdraw from
this Agreement ("Withdrawing Participant") by: (1 ) submitting notice, in writing
to all Parties at least two (2) years in advance of the effective date of such
withdrawal, provided that such withdrawal shall only be effective on the last
day of a Fiscal Year and that the Withdrawing Participant has fully satisfied all
obligations it has incurred under this Agreement not later than the effective date
of withdrawal; and (2) fully withdrawing its participation in the Service
Agreement or Service Agreements it is signatory to, under which the Participant
receives Power Management and Administrative Services, pursuant to the terms
and conditions for withdrawal or termination specified in said Service .
Agreement or Service Agreements not later than the effective date of withdrawal
from this Agreement; provided, however, if the withdrawal or termination
provisions specified in the Service Agreement or Service Agreements in which
the Withdrawing Participant is signatory require a notice of withdrawal or
termination of less than two (2) years, the length of withdrawal notice required
under this Agreement shall be made to be coterminous with the greatest length
of notice contained in said Service Agreement or Service Agreements . The
withdrawal requirements stated herein may be altered upon mutual agreement
between NCPA and the Withdrawing Participant whereby all un-discharged
liabilities, credits or obligations of the Withdrawing Participant, including any
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
contingent liabilities, credits or obligation, are fully satisfied . NCPA and the
Withdrawing Participant shall negotiate in good faith and shall cooperate in
reaching such mutual agreement. The two (2) year duration of the notice
requirement may be waived or reduced by the Commission in its sole discretion.
Notwithstanding the provisions of this Section 7.2, a participant under the
Amended and Restated Facilities Agreement that terminates its membership in
the joint powers agency pursuant to the Joint Powers Agreement, but has not
withdrawn is participation in the Amended and Restated Facilities Agreement,
shall continue its participation in the Amended and Restated Facilities
Agreement as a non-Member participant pursuant to Section 15 .5 of the
Amended and Restated Facilities Agreement. Withdrawal by any Participant
shall not terminate this Agreement as to the remaining Participants.
Pursuant to the respective Project Agreements, NCPA shall make
available or cause to be made available services so that a Project Participant may
receive its Project Participation Percentage share of capacity and energy from a
NCPA Project. The Participants acknowledge and agree that one way NCPA
may satisfy its obligation to cause or make available such services to the
Participants is through the provision of Power Management and Administrative
Services under this Agreement and the Service Agreements to the extent that
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
NCPA performs its obligations under this Agreement and the Service
Agreements ,
7.3 No Effect on Prior Liabilities . Withdrawal by any Participant will
not terminate any ongoing or un-discharged liabilities, credits or obligations,
including any contingent liabilities, credits or obligations, resulting from this
Agreement until they are satisfied in full, or such Withdrawing Participant has
provided a mechanism acceptable to NCPA, for the satisfaction in full thereof.
704 Associated Costs . A Withdrawing Participant shall reimburse
NCPA for any and all costs resulting from the withdrawal, including but not
limited to the legal, accounting, and administrative costs of winding up and
assuring the complete satisfaction and discharge of the Withdrawing
Participant' s liabilities, credits or obligations, including any contingent liabilities,
credits or obligations .
Section 8. Power Management . and Administrative Services Schedules .
Power Management and Administrative Services Schedules may be established
for the implementation of this Agreement. Power Management and
Administrative Services Schedules provide detailed descriptions, procedures,
protocols and guidelines for the provision and allocation of services provided
under this Agreement and the Service Agreements . Power Management and
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Schedules may be established, repealed or amended by
the Commission in accordance with this Agreement.
Section 9 . Precedence of Agreement. Where there is any conflict between
this Agreement and the Joint Powers Agreement, a Project Agreement, a Service
Agreement or a NCPA Project Indenture of Trust, the provisions in the Joint
Powers Agreement, Project Agreement, Service Agreement or NCPA Project
Indenture of Trust shall control.
Section 10. Settlement of Disputes and Arbitration.
10 . 1 Settlement of Disputes . The Parties agree to make best efforts to
settle all disputes among themselves connected with this Agreement as a matter
of normal business under this Agreement. The procedures set forth in the
remainder of tlus Section shall apply to all disputes that cannot be settled by the
Participants themselves .
10 .2 Facilities Committee and Commission Resolution. All disputes
connected with this Agreement that cannot be resolved by the Parties
themselves, may be submitted by any Party to the Facilities Committee, which
shall consider the matter at its next regular meeting held not less than thirty (30)
Calendar Days after the submission of the matter to it. If the Facilities
Committee cannot resolve a dispute within thirty (30) Calendar Days after said
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
meeting, the dispute shall be submitted by the Facilities Committee to the
Commission.
The Commission shall consider the matter at its next regular meeting held
not less than thirty (30) Calendar Days after the submission of the matter to it. If
the Commission cannot resolve a dispute within thirty (30) Calendar Days after
said meeting, any Party to the dispute may commence mediation pursuant to
Section 10 .3 .
The Facilities Committee and the Commission shall make best efforts to
resolve all disputes submitted to them through discussion and negotiations . At
any time during this process a Party or the Commission may suggest that a
mediator with experience in the utility industry be asked to assist in such
discussions and negotiations.
10 .3 Mediation.
10 .3 . 1 If informal dispute resolution by the Facilities Committee
and Commission, as described in Section 10.2, fails, then prior to engaging in
the arbitration outlined in Section 10 .5, the Parties shall first attempt to settle
any controversy or claim arising out of or relating to this Agreement, or
breach thereof, through a mediation process by a disinterested third person,
acceptable to the affected Parties . A formal mediation request shall be
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
submitted to the General Manager by any Party within ten (10) Calendar
Days of the failure of dispute resolution by the Commission.
10 .3 .2 Once a mediation request is submitted by any Party,
unless the Parties otherwise agree upon a mediator, each affected Party shall
have thirty (30) Calendar Days in which to present to the General Manager a
list of not more than three (3) disinterested mediators, each of whom shall
preferably have experience in the utility industry and the subject matter area
in question. Each Party in turn, in the order in which the lists are received by
the General Manager, with NCPA exercising its turn last, may exercise the
right to reject one (1 ) name from the list of mediators until only one (1 ) name
is remaining. That person shall act as mediator. Any affected Party failing to
present a list to the General Manager shall waive its right to participate in the
selection of the mediator .
10 .3 .3 Each Party participating in the mediation shall bear its
own attorney' s fees and costs in preparing for and conducting the mediation,
except that the joint costs, if any, of the actual mediation proceeding,
including all costs of the mediator, shall be shared equally by all the Parties
participating in the mediation. Mediation proceedings shall not extend
beyond ninety (90) Calendar Days without the agreement of each of the
Parties participating in the mediation.
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
10 .4 Expedited Dispute Resolution Procedure .
10 .4. 1 At any time that a Party believes that a dispute exists
which cannot be timely resolved under procedures set forth in Section 10 .2
and 10 .3, written notice shall be promptly provided by the Party to the
General Manager and the Parties . Such notice shall provide a detailed
explanation of the dispute and the position(s) of the Parties to the dispute.
The notice shall also provide an explanation of why the dispute cannot be
timely resolved under the procedures set forth in Section 10 .2 and 10 .3 .
10 .4.2 Upon receipt of such notice, the General Manager shall
determine what actions are appropriate to effectuate a resolution of the
dispute. In the event that the General Manager cannot effectuate a resolution
of the dispute satisfactory to all Parties participating in the dispute resolution
within five (5) Business Days of receipt of such notice, the General Manager
shall immediately notify the Chair of the Commission and provide copies of
the notice to the Chair together with any comments of the General Manager,
concerning the dispute.
10 .4.3 Upon receipt of such notice, the Chair of the Commission
shall either place the dispute on the agenda of the next regular meeting of the
Commission occurring not less than two (2) weeks from the date of receipt for
the purpose of having the Commission mediate the dispute, or, if deemed
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
necessary by the Chair in his or her discretion, due to the need for timely
resolution, call a special meeting of the Commission for the purpose of having
the Commission mediate the dispute . If the Commission cannot effectuate a
resolution of the dispute within thirty (30) Calendar Days of such meeting,
any affected Party may immediately invoke the provisions of Section 10 .5 .
10 .5 Arbitration. Any dispute, controversy or claim arising out of or
relating to this Agreement, or the breach thereof, which is not resolved by
mediation or expedited dispute resolution as provided in Section 10 .2, 10 .3 or
10 .4, shall be settled by binding arbitration in accordance with the procedures set
forth in this Section 10.5. Provided, however, that the provisions of this Section
10 .5 may be invoked by a Party only following the exhaustion of the remedies
provided in Sections 10 .2, 10.3 or 10 .4, and any dispute, controversies or claims
not raised in the manner provided therein are deemed waived.
10 .5 . 1 Schedule . Unless otherwise agreed, if the disputing
Party fails to commence arbitration within ninety (90) Calendar Days after the
mediation process fails, as provided for in Section 10 .3, or the failure of the
expedited dispute resolution process, as provided for in Section 10 .4, the
disputing Party shall be deemed to have waived all claims with respect to
such dispute .
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
10 .5 .2 Arbitration Rules. Except as otherwise provided in this
Section, the arbitration shall be governed by the Commercial Arbitration
Rules of the American Arbitration Association ("AAA" ) . Notwithstanding
such rules : (1 ) discovery shall be permitted and the provisions of California
Code of Civil Procedure Section 1283 .05 are incorporated by reference herein;
except that, the Parties shall not use interrogatories as a means of discovery;
and (2) if such AAA rules and provisions as herein modified shall conflict
with the laws of the State of California then in force, then California law shall
govern.
10 .5 .3 Commencement and Notice. A Party (the "Initiating
Party" ) may commence arbitration by serving written notice of its intent to
commence arbitration upon the other Parties . The written notice shall express
the Initiating Party' s intent to institute arbitration under this Agreement, and
shall in adequate detail set forth the nature of the dispute, the issue to be
arbitrated, the Initiating Party's position thereon, and the remedy to be
sought by such arbitration.
10 .5 .4 Response. Within thirty (30) Calendar Days of the
receipt of the notice commencing arbitration and statement of the dispute and
proposed remedy prepared pursuant to Section 10 .5 .3, each Party desiring to
respond (each a "Responding Party" ) shall serve a written response upon the
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
Initiating Party and the other Parties stating its understanding of the issues in
dispute, its position thereon, the reasons supporting its position and its
proposed remedy. The notices and statements required under Section 10 .5 .3
and this Section shall constitute the "Submittal Statements . " The Initiating
Party and the Responding Party or Responding Parties are jointly referred to
as "the Arbitrating Parties ." All Parties shall be bound by the decision of the
arbitrator, whether or not•the Party is an Arbitrating Party .
10 .5 .5 Selection and Qualifications of Arbitrator . Within thirty
(30) Calendar Days after delivery of the Initiating Party's written notice to
commence arbitration, the Arbitrating Parties shall meet for the purpose of
selecting a single impartial arbitrator. Unless otherwise agreed, in the event
the Arbitrating Parties are unable to agree on the selection of an arbitrator at
such meeting, they shall, within fifteen (15) Calendar Days of such meeting,
request the American Arbitration Association (or a similar organization if the
American Arbitration Association should not at that time exist) to provide a
list of five (5) impartial arbitrators from which to select the arbitrator . The
proposed arbitrators shall be available to serve and shall be skilled and
experienced in the field of the dispute.
No person shall be eligible for appointment as an arbitrator who
is a member of a governing board, an officer or an employee of any of the
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
Parties (whether or not such Party is an Arbitrating Party) or is otherwise
interested in the matter to be arbitrated .
Within thirty (30) Calendar Days after the date of receipt of such
list, the Arbitrating Parties shall take turns striking names from said list until
the arbitrator has been selected by being the last name remaining on the
list. The order of the Arbitrating Parties (and where more than four (4)
Arbitrating Parties exist, the identity of the Arbitrating Parties eligible to
exercise the right to strike names) striking names will be selected randomly
by drawing lots in a manner decided by the General Manager. Provided,
however, that the Initiating Party shall always have the right to strike a name
and that NCPA shall always have the last opportunity to strike a name. After
each name is stricken from the list, the next Arbitrating Party will have two
(2) Business Days to strike a name from the list. If an Arbitrating Party fails
to timely strike a name, it waives its right to strike names, but the remaining
Arbitrating Parties shall continue to strike names in their turn, until only one
(1 ) name is remaining. That person shall act as arbitrator. Within ten (10)
Calendar Days after selection of the arbitrator, each of the Arbitrating Parties
shall submit to the arbitrator their Submittal Statements previously prepared
and exchanged .
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
10 .5 . 6 Arbitration Schedule. Within ten (10) Calendar Days
after the submission of the Submittal Statements to the arbitrator, or as may
otherwise be scheduled by the arbitrator in his or her discretion, the
Arbitrating Parties shall meet with the arbitrator to establish a schedule for
discovery, initial hearing, the time for the arbitrator to issue a decision after
the close of hearing and any other rules for consideration. Should an
Arbitrating Party fail to comply with any schedule established under this
Section in a timely manner, that Arbitrating Party shall be deemed to have
i
waived all claims with respect to the dispute. Such schedule may be
modified by agreement of the Arbitrating Parties and the arbitrator.
10 .5 .7 Settlement. The Arbitrating Parties may settle the
dispute at any time before the issuance of the arbitrator's decision.
10 .5 .8 Arbitrator' s Authority and Decision. The arbitrator may
grant any remedy or relief that is just and equitable and within the scope of
this Agreement and the Submittal Statements . Thus, the arbitrator may
effectuate a compromise among the Arbitrating Parties taking into account
each Arbitrating Party' s Submittal Statement.
The arbitrator shall issue a written decision which shall include
findings of fact and conclusions of law with respect to the issues involved in
j the dispute . The arbitrator shall make his or her decision in accordance with
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
Good Utility Practice . The arbitrator may not grant any remedy or relief
which is inconsistent with this Agreement or the Joint Powers Agreement.
The arbitrator shall specify the time within which the Arbitrating Parties shall
comply with the decision. In no event shall the arbitrator's decision contain
findings on issues not contained in, or grant a remedy beyond that sought in,
the Submittal Statements . The arbitrator shall have no authority to award
punitive or consequential damages . The arbitrator shall have no authority,
power or jurisdiction to alter, amend, change, modify, add to, or subtract
from any of the provisions of this Agreement, the Joint Powers Agreement, or
any other agreement between NCPA and its Members, nor to consider any
issues arising other than from the language in and authority derived from
this Agreement.
10 .5 .9 Binding Arbitration. The decision of the arbitrator shall
be final and binding upon all Parties (whether or not Arbitrating Parties) and
the Parties shall take whatever action is required to comply with the decision.
The decision of the arbitrator may be enforced by any court or agency having
jurisdiction.
10.5 . 10 Arbitration and Enforcement Expenses . Each
Arbitrating Party shall bear its own expenses, including arbitrator' s fees,
attorney' s fees and the fees and charges of expert witnesses, associated with
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
the arbitration. Provided, that if a resolution of the dispute is reached before
the arbitrator issues an award, such expenses shall be borne as agreed by the
Arbitrating Parties . Any and all expenses incurred by NCPA shall be treated
as Power Management Services Costs .
Should any Party fail to abide by the decision of the arbitrator,
any other Party may immediately seek relief in law or equity as may be
appropriate . In such event, the prevailing Party shall be entitled to damages,
if any, caused by the non-prevailing Party 's failure to abide by the arbitrator' s
decision, and expenses caused by the enforcement of the arbitrator' s decision,
including, but not limited to, attorney's fees and the fees and charges of
expert witnesses .
Section 11. Miscellaneous .
11 . 1 Confidentiality. The Parties will keep confidential all confidential
or trade secret information made available to them in connection with this
Agreement, to the extent possible, consistent with applicable laws, including the
California Public Records Act. Confidential or trade secret information shall be
marked or expressly identified as such.
If a Party ("Receiving Party" ) receives a request from a Third Party for
access to, or inspection, disclosure or copying of, any of the other Party' s (the
"Supplying Party" ) confidential data or information ("Disclosure Request" ), then
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
the Receiving Party shall provide notice and a copy of the Disclosure Request to
the Supplying Party within three (3) Business Days of receipt of the Disclosure
Request. Within three (3) Business Days of receipt of such notice, the Supplying
Party shall provide notice to the Receiving Party either.
(i) that the Supplying Party believes there are reasonable legal
grounds for denying or objecting to the Disclosure Request, and the Supplying
Party requests the Receiving Party to deny or object to the Disclosure Request
with respect to identified confidential information. In such case, the Receiving
Party shall deny the Disclosure Request and the Supplying Party shall defend the
denial of the Disclosure Request at its sole cost, and it shall indemnify the
Receiving Party for all costs associated with denying or objecting to the
Disclosure Request. Such indemnification by the Supplying Party of the
Receiving Party shall include all of the Receiving Party' s costs reasonably
incurred with respect to denial of or objection to the Disclosure Request,
including but not limited to costs, penalties, and the Receiving Party' s attorney' s
fees; or
(ii) the Receiving Party may grant the Disclosure Request without
any liability by the Receiving Party to the Supplying Party,
11 .2 Indemnification and Hold Harmless . Subject to the provisions of
Section 11 .4, each Participant agrees to indemnify, defend and hold harmless
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
NCPA and its Members, including their respective governing boards, officials,
officers, agents, and employees, from and against any and all claims, suits, losses,
costs, damages, expenses and liability of any kind or nature, including
reasonable attorneys' fees and the costs of litigation, including experts, to the
extent caused by any acts, omissions, breach of contract, negligence (active or
passive), gross negligence, recklessness, or willful misconduct of that Participant,
its governing officials, officers, employees, subcontractors or agents, to the
maximum extent permitted by law.
11 .3 Several Liabilities. Except as otherwise provided herein or in an
applicable Service Agreement, no Participant shall be liable under this
Agreement for the obligations of any other Participant, each Participant shall be
solely responsible and liable for performance of its obligations under this
Agreement and the obligation of each Participant under this Agreement is a
several obligation and not a joint obligation with those of the other Participants .
11 .4 No Consequential Damages . FOR ANY BREACH OF ANY
PROVISION OF THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY OR
MEASURE OF DAMAGES IS PROVIDED IN THIS AGREEMENT, THE
LIABILITY OF THE DEFAULTING PARTY SHALL BE LIMITED AS SET
FORTH IN SUCH PROVISION, AND ALL OTHER DAMAGES OR REMEDIES
ARE HEREBY WAIVED . IF NO REMEDY OR MEASURE OF DAMAGE IS
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
EXPRESSLY PROVIDED, THE LIABILITY OF THE DEFAULTING PARTY
SHALL BE LIMITED TO ACTUAL DAMAGES ONLY AND ALL OTHER
DAMAGES AND REMEDIES ARE HEREBY WAIVED . IN NO EVENT SHALL
NCPA OR ANY PARTICIPANT OR THEIR RESPECTIVE SUCCESSORS,
ASSIGNS, REPRESENTATIVES, DIRECTORS, OFFICERS, AGENTS, OR
EMPLOYEES BE LIABLE FOR ANY LOST PROFITS, CONSEQUENTIAL,
SPECIAL, EXEMPLARY, INDIRECT, PUNITIVE OR INCIDENTAL LOSSES OR
DAMAGES, INCLUDING LOSS OF USE, LOSS OF GOODWILL, LOST
REVENUES, LOSS OF PROFIT OR LOSS OF CONTRACTS EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
AND NCPA AND EACH PARTICIPANT EACH HEREBY WAIVES SUCH
CLAIMS AND RELEASES EACH OTHER AND EACH OF SUCH PERSONS
FROM ANY SUCH LIABILITY.
The Parties acknowledge that California Civil Code section 1542 provides
that: "A general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing the release,
which if known by him or her must have materially affected his or her settlement
with the debtor." The Parties waive the provisions of section 1542, or other
similar provisions of law, and intend that the waiver and release provided by
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
this Section of this Agreement shall be fully enforceable despite its reference to
future or unknown claims .
11 .5 Waiver. No waiver of the performance by a Party of any obligation
under this Agreement with respect to any default or any other matter arising in
connection with this Agreement shall be effective unless given by the
Commission. Any such waiver by the Commission in any particular instance
shall not be deemed a waiver with respect to any subsequent performance,
default or matter.
11 .6 Amendments,
11 .6 . 1 Amendments in General. Except where this Agreement
specifically provides otherwise, this Agreement may be amended only by
written instrument executed by the Parties with the same formality as this
Agreement.
11 .6 .2 Addition, Amendment or Repeal of Power Mana ement
and Administrative Services Schedules. Any addition to, amendment to or
repeal of the Power Management and Administrative Services Schedules
attached hereto shall take effect after being approved by the Commission in
a manner consistent with the voting procedures set forth in Section 5 .4 of this
Agreement, without the requirement of an approval of the individual
Participants' governing bodies .
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
11 . 7 Severability. In the event that any of the terms, covenants or
conditions of this Agreement or the application of any such term, covenant or
condition, shall be held invalid as to any person or circumstance by any court
having jurisdiction, all other terms, covenants or conditions of this Agreement
and their application shall not be affected thereby, but shall remain in force and
effect unless the court holds that such provisions are not severable from all other
provisions of this Agreement.
11 .8 Governing Law. This Agreement shall be interpreted, governed by,
and construed under the laws of the State of California.
11 . 9 Headings . All indices, titles, subject headings, section titles and
similar items are provided for the purpose of convenience and are not intended
to be inclusive, definitive, or affect the meaning of the contents of this Agreement
or the scope thereof.
11 . 10 Notices . Any notice, demand or request required or authorized by
this Agreement to be given to any Party shall be in writing, and shall either be
personally delivered to a Participant' s Commissioner or Alternate, and to the
General Manager, or shall be transmitted to the Participant and the General
Manager at the addresses shown on the signature pages hereof. The designation
of such addresses may be changed at any time by written notice given to the
General Manager who shall thereupon give written notice of such change to each
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POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
Participant. All such notices shall be deemed delivered when personally
delivered, two (2) Business Days after deposit in the United States mail first class
postage prepaid, or on the first Business Day following delivery through
electronic communication.
11 . 11 Warranty of Authority. Each Party represents and warrants that it
has been duly authorized by all requisite approval and action to execute and
deliver this Agreement and that this Agreement is a binding, legal, and valid
agreement enforceable in accordance with its terms . Upon execution of this
Agreement, each Participant shall deliver to NCPA a resolution of the governing
body of such Participant evidencing approval of and authority to enter into this
Agreement.
11 . 12 Counterparts . This Agreement may be executed in any number of
counterparts, and each executed counterpart shall have the same force and effect
as an original instrument and as if all the signatories to all of the counterparts
had signed the same instrument. Any signature page of this Agreement may be
detached from any counterpart of this Agreement without impairing the legal
effect of any signatures thereon, and may be attached to another counterpart of
this Agreement identical in form hereto but having attached to it one or more
signature pages.
47
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
11 . 13 Venue . In the event that a Party brings any action under this
Agreement, the Parties agree that trial of such action shall be vested exclusively
in the state courts of California in the County of Placer or in the United States
District Court for the Eastern District of California.
11 . 14 Attorneys' Fees . If a Party to this Agreement brings any action,
including an action for declaratory relief, to enforce or interpret the provisions of
this Agreement, each Party shall bear its own fees and costs, including attorneys'
fees, associated with the action.
11 . 15 No Third Party Beneficiaries . Nothing contained in this Agreement
is intended by the Parties, nor shall any provision of this Agreement be deemed
or construed by the Parties, by any third person or any Third Parties, to be for
the benefit of any Third Party, nor shall any Third Party have any right to enforce
any provision of this Agreement or be entitled to damages for any breach by the
Parties of any of the provisions of this Agreement.
11 . 16 Assignment. No Member may assign or otherwise transfer its
rights and obligations under this Agreement without the express written consent
of NCPA. Such consent may not be unreasonably withheld .
11 . 17 Counsel Representation. Pursuant to the provisions of California
Civil Code Section 1717 (a), each of the Parties were represented by counsel in
the negotiation and execution of this Agreement and no one Party is the author
48
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
of this Agreement or any of its subparts . Those terms of this Agreement which
dictate the responsibility for bearing any attorney's fees incurred in arbitration,
litigation or settlement in a manner inconsistent with the provisions of Section
11 .2 were intentionally so drafted by the Parties, and any ambiguities in this
Agreement shall not be interpreted for or against a Party by reason of that Party
being the author of the provision.
49
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
IN WITNESS WHEREOF, NCPA and each Participant have, by the signature of
its duly authorized representative shown below, executed and delivered a
counterpart of this Agreement.
NORTHERN CALIFORNIA CITY OF ALAMEDA
POWER AGENCY 2000 Grand Street
651 Commerce Drive P. O . Box H
Roseville, CA 95678 Alameda, CA 94501
I ow��
By: By:
Title: i Title:
Date :. Date :
Approved as to form: Approved as to form:
v
B By:
Its: General Counsel Its: City Attorney
Date : 22./-;Z4 Date :
CITY OF BIGGS CITY OF GRIDLEY
465 " C" Street 685 Kentucky Street
Biggs, CA 95917 Gridley, CA 95948
By: By:
Title : Title:
Date: Date :
Approved as to form: Approved as to form:
By: By:
Its : City Attorney Its : City Attorney
Date : Date :
50
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
IN WITNESS WHEREOF, NCPA and each Participant have, by the signature of
its duly authorized representative shown below, executed and delivered a
counterpart of this Agreement.
NORTHERN CALIFORNIA CITY OF ALAMEDA
POWER AGENCY 2000 Grand Street
651 Commerce Drive P.O . Box H
Roseville, CA 95678 Alameda, CA 94501
By : By: �;�G�l�'L
Title : Title: -drelli'I &�a�/)/ ,� 21� 12
Date: Date: �1
Approved as to form: Approved as to form :
By : By:
Its : General Counsel Its : City Attorney
Date: Date:
CITY OF BIGGS , CITY OF GRIDLEY
465 " C" Street 685 Kentucky Street
Biggs, CA 95917 Gridley, CA 95948
By : By :
Title: Title:
Date: Date:
Approved as to form: Approved as to form :
By : By :
Its : City Attorney Its : City Attorney
Date : Date :
50
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
IN WITNESS WHEREOF, NCPA and each Participant have, by the signature of
its duly authorized representative shown below, executed and delivered a
counterpart of this Agreement.
NORTHERN CALIFORNIA CITY OF ALAMEDA
POWER AGENCY 2000 Grand Street.
651 Commerce Drive P.O. Box H
Roseville, CA 95678 Alameda, CA 94501
By: By:
Title: Title:
Date : Date:
Approved as to form: Approved as to form:
By: By:
Its: General Counsel Its: City Attorney.
Date• Date:
CITY OF BIGGS CITY OF GRIDLEY
465 " C" Street 685 Kentucky Street
Biggs, CA 95917 Gridley, CA 95948
By: By:
Title : /'1 Title:
Date: `f/ i tb c-/ Date:
Approved e o orm: Approved as to form:
By; By;
Its: City Attorney . Its: City Attorney
Date : `� . �� Date:
50
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
IN WITNESS WHEREOF, NCPA and each Participant have, by the signature of
its duly authorized representative shown below, executed and delivered a
counterpart of this Agreement.
NORTHERN CALIFORNIA CITY OF ALAMEDA
POWER AGENCY 2000 Grand Street
651 Commerce Drive P.O. Box H
Roseville, CA 95678 Alameda, CA 94501
By: By :
Title : Title :
Date: Date:
Approved as to form: Approved as to form:
By: By:
Its: General Counsel Its : City Attorney
Date: Date:
CITY OF BIGGS CITY OF GRIDLEY
465 "C" Street 685 Kentucky Street
Biggs, CA 95917 Gridley, CA 9594
By:
Title: Title:
Date: Date: `t 1
Approved as to form: Appr d as for
By: By : �
Its : City Attorney Its : Citv Attorne _
Date : Date: `? �A
50
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
CITY OF HEALDSBURG CITY OF LODI
401 Grove Street 221 W. Pine Street
Healdsburg, CA 954 Lodi, CA 95240
v ,
y, Marj ' Pettus By:
Title : it Manager Title:
Date : - / Date:
Approved a 4 rm: Approved as to form:
By: E&A Warner By:
Its : City Attorney Its: City Attorney
Date : S ' Z 7 ` `� Date:
CITY OF LOMPOC CITY OF OAKLAND, acting
100 Civic Center Plaza by and through its
Lompoc, CA 93436 Board of Port Commissioners
530 Water Street
Oakland, CA 94607
By: By:
Title : Title:
Date: Date:
Approved as to form: Approved as to form:
By: By:
Its: City Attorney Its: Port General Counsel
Date : Date:
51
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
CITY OF HEALDSBURG CITY OF LODI AT ST .
401 Grove Street 221 W . Pine Street
.r
Healdsburg, CA 95448 Lodi, CA 95240 Ra i -Olson
City Clerk
Title :T Title:
Tit
Date : Date: " I `
Approved as to form: Approved as to form:
B Bf ,�1` c .� , �y�a�,ct.�c�. ,
y: �.,
Its: Citv Attorney Its: City Attorne r
Date : Date:
CITY OF LOMPOC CITY OF OAKLAND, acting
100 Civic Center Plaza by and through its
Lompoc, CA 93436 Board of Port Commissioners
530 Water Street
Oakland, CA 94607
By: By:
Title : Title:
Date : Date :
Approved as to form: Approved as to form:
By: By:
Its : City Attorney Its: Port General Counsel
Date: Date:
51
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
CITY OF HEALDSBURG CITY OF LODI
401 Grove Street 221 W. Pine Street
Healdsburg, CA 95448 Lodi, CA 95240
By: By:
Title: Title:
Date: Date:
Approved as to form: Approved as to form:
By: By:
Its : City Attorney Its : City Attorney
Date: Date:
CITY OF LOMPOC CITY OF OAKLAND, acting
100 Civic Center Plaza by and through its
Lompoc, CA 93436 Board of Port Commissioners
530 Water Street
Oakland, CA 94607
By )zo 44 H. Lt aey a By:
Title: /q&4/0 � _ Title:
Date: 6 Date:
Approved as to form: Approved as to form:
49y: 'n-so I P },hyne_ By:
Its : City Attorney Its : Port General Counsel
Date : 8# 0 Date:
51
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
CITY OF HEALDSBURG CITY OF LODI
401 Grove Street 221 W . Pine Street
Healdsburg, CA 95448 Lodi, CA 95240
By: By:
Title : Title:
Date : Date:
Approved as to form: Approved as to form.
By: By:
Its : City Attorney Its : City Attorney!
Date : Date:
CITY OF LOMPOC CITY OF OAKLAND, acting
100 Civic Center Plaza by and through its
Lompoc, CA 93436 Board of Port Commissioners
530 Water Street
Oakland, CA 94607
By: BYr --
Title: Title:
Date : Date:
Approved as to form: Approved as to form:
By: By :
Its : City Attorney Its : 71
Date: Date:
ell
51
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
CITY OF PALO ALTO PLUMAS-SIERRA RURAL
250 Hamilton Av iue ELECTRIC COOPERATIVE
Palo Alto, CA 94 01 73233 Highway 70
. � Portola, CA 96122
By: 4iez By:
Title : Title:
Date : 9 Date :
Approved as to form: Approved as to form:
Its : City Attorney Its: General Counsel
Date : cd ( U ( L I Date :
CITY OF ROSEVILLE CITY OF SANTA CLARA
311 Vernon Street 1500 Warburton Avenue
Roseville, CA 95678 Santa Clara, CA 95050
By: By:
Title : Title :
Date : Date :
Approved as to form: Approved as to form:
By: By:
Its : City Attorney Its : City Attorney
Date .
52
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
CITY OF PALO ALTO PLUMAS-SIERRA RURAL
250 Hamilton Avenue ELECTRIC COOPERATIVE
Palo Alto, CA 94301 73233 Highway 70
Portola, 96122
By: By :
Title: Title:
Date: Date:
Approved as to form: ov d a o fo
c
By: . h e E. erga •a
Its : City Attorney ts : e eral C tinsel
Date: Date: fune 27 2014
CITY OF ROSEVILLE CI AY OF SANTA CLARA
311 Vernon Street 1500 Warburton Avenue
Roseville, CA 95678 Santa Clara, CA 95050
By; By;
Title: Title:
Date; Date:
Approved as to form: Approved as to form;
By: By:
Its: City Attorney Its : City Attorney
Date Date: ~�
52
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
CITY OF PALO ALTO PLUMAS-SIERRA RURAL
250 Hamilton Avenue ELECTRIC COOPERATIVE
Palo Alto, CA 94301 73233 Highway 70
Portola, CA 96122
By: By:
Title: Title :
Date : Date :
Approved as to form: Approved as to form:
By: By:
Its: City Attorney Its: General Counsel
Date : Date:
CITY OF ROSEVILLE CITY OF SANTA CLARA
311 Vernon Street 1500 Warburton Avenue
Roseville, CA 95678 Santa Clara, CA 95050
By: Rol By;
Title: A" i 5Z/NI �'. i ! iIP11llVj�u )r Title:
Date : April 17 , 2014 Date :
Approved as to f rm: Approved as to form:
By B i a J less By:
It o Its: City Attorney
a,
Date : Apr ' 15 , 2014 Date:
52
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
CITY OF PALO ALTO PLUMAS-SIERRA RURAL
250 Hamilton Avenue ELECTRIC COOPERATIVE
Palo Alto, CA 94301 73233 Highway 70
Portola, CA 96122
By: By:
Title: Title:
Date: Date: -
Approved as to form: Approved as to form:
By: By:
Its: City Attorney Its : General Counsel
Date: Date:
CITY OF ROSEVILLE CITY OF SANTA CLARA
311 Vernon Street 1500 Warburton Avenue
Roseville, CA 95678 Santa Clara, CA 95050
By: By:
Title: Title: O
Date: Date:
1:4 '-
cv
Approved as to form: Approved t f r LU Cj
C.�
By By:
Its : City Attorney Its : City Attorney
Date: Date: 'S '
52
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
SAN FRANCISCO BAY AREA RAPID CITY OF UKIAH
TRANSIT DISTRICT 300 Seminary Avenue
300 Lakeside Drive, 161h Floor Ukiah, CA 95482
Oakland, CA 94612
By: C By:
Title : - ( Title:
Date : � ,oyo ! } , � �! Date :
Approved as to form : Approved as to form:
By: Marco Gomez By:
Its : Attorney Its: City Attorney
Date: / { y Date:
TRUCKEE DONNER PUBLIC
UTILITY DISTRICT
11570 Donner Pass Rd
Truckee, CA 96161
By:
Title:
Date :
Approved as to form:
By:
Its : General Counsel
Date :
43
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
SAN FRANCISCO BAY AREA RAPID CITY OF UKIAH
TRANSIT DISTRICT 300 Seminary Avenue
300 Lakeside Drive, 16th Floor Ukiah, CA 95482
Oakland, CA 94612
/
P
By: By: !, ane Chambers
Title: Titlp;/ City Manager
Date: Date:
Approved as to form: Approved as to form:
By: By: avid Rapport
Its: General Counsel Its: City Attome
gy
Date: Date:
TRUCKEE DONNER PUBLIC
UTILITY DISTRICT
11570 Donner Pass Rd
Truckee, CA 96161
By:
Title:
Date:
Approved as to form:
By:
Its: General Counsel
Date:
53
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
SCHEDULE 1
LIST OF PARTICIPANTS
The following is a list of the Participants who are signatories to this Agreement:
City of Alameda
City of Biggs
City of Gridley
City of Healdsburg
City of Lodi
City of Lompoc
City of Oakland, acting by and through its Board of Port Commissioners
City of Palo Alto
City of Roseville
City of Santa Clara
City of Ukiah
Plumas-Sierra Rural Electric Cooperative
San Francisco Bay Area Rapid Transit District
Truckee Donner Public Utility District
1
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
SCHEDULE 1
SCHEDULE 2
SERVICE AGREEMENTS
Pursuant to this Agreement a Participant who desires to receive Power
Management and Administrative Services from NCPA shall become a signatory
to one or more Service Agreements based on the type and function of the services
requested . The following is a description of the Service Agreements and
identifies the Service Agreements a Participant is required to become a signatory
to in order to receive Power Management and Administrative Services from
NCPA, based on the type and function of the services received by the Participant.
Section 1. Service Agreements.
101 Amended and Restated Facilities Agreement. The Amended and
Restated Facilities Agreement establishes the framework under which Project
Agreements are created for the development, design, financing, construction and
operation of NCPA Projects. The Amended and Restated Facilities Agreement
also contains various schedules that include detailed principles, descriptions and
procedures for managing, operating, scheduling, billing and settlement for the
NCPA Projects .
A Participant that is a Project Participant, or who desires to become a
Project Participant and enter into a Project Agreement for the purpose of
developing, designing, financing, constructing and operating a NCPA Project, is
1 .
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
SCHEDULE 2
required to become a signatory to the Amended and Restated Facilities
Agreement.
12 Amended and Restated Scheduling Coordination Program
Agreement.ement. The Amended and Restated Scheduling Coordination Program
Agreement establishes the framework under which NCPA supplies Scheduling
Coordination Services to the signatories of that agreement. Scheduling
Coordination Services include, but are not limited to, (i) the submission of
schedules and bids for load, resources (including, but not limited to NCPA
Projects, Member owned generation, other generation resources, imports and
exports), trades and/or other CAISO products in the CAISO energy and ancillary
services markets, (ii) obtaining and maintaining settlement quality meter data,
(iii) reviewing, validating, reconciling and allocating CAISO settlement charges
and credits .
A Participant that (i) is a Project Participant in a NCPA Project, (ii) is a
Pool Member, or (iii) desires to take Scheduling Coordination Services from
NCPA (including, but not limited to, the provision of Scheduling Coordination
Services to a non-NCPA Project resource), is required to become a signatory to
the Amended and Restated Scheduling Coordination Program Agreement.
1 .3 Second Amended and Restated Pooling Agreement. The Second
Amended and Restated Pooling Agreement establishes the framework under
2
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
SCHEDULE 2
which the Pool Members have established an operating resource pool to jointly
manage their collective portfolios of loads and resources . Pursuant to the Second
Amended and Restated Pooling Agreement, NCPA has established the facilities,
staff and capabilities to provide services to the Pool Members, including, but not
limited to, load forecasting and resource planning, purchasing and selling
energy, capacity and other related products, and providing centralized dispatch
and scheduling services for Pool Member loads and resources.
A Participant that desires to become a Pool Member and receive the
services provided by NCPA under the Second Amended and Restated Pooling
Agreement is required to become a signatory to the Second Amended and
Restated Pooling Agreement.
1 .4 Amended and Restated Market Purchase Program Agreement. The
Amended and Restated Market Purchase Program Agreement establishes the
framework under which NCPA may negotiate and enter into Contract
Transactions to purchase or sell Approved Products on behalf of a signatory to
that agreement.
A Participant that desires NCPA to enter into Contract Transactions on its
behalf is required to become a signatory to the Amended and Restated Market
Purchase Program Agreement,
3
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
SCHEDULE 2
1 .5 Natural Gas Program Agreement. The Natural Gas Program
Agreement establishes the framework under which NCPA may enter into term
agreements to purchase natural gas on behalf of a signatory to that agreement.
A Participant that desires NCPA to enter into term agreements to
purchase natural gas on its behalf is required to become a signatory to the
Natural Gas Program Agreement.
1 .6 Single Member Services Agreement. The Single Member Services
Agreement establishes the framework under which NCPA may provide special
services to a single Member, in the nature of an advisor or agent, by which the
Member may receive an advantage by avoiding the cost of the embedded
expertise that it would have to employ in the absence of NCPA, and the risks
associated therewith, so that the Member may, at its sole risk, and without
hazard to NCPA and its other Members, receive benefits, when other NCPA
Members may not share interests in a Member' s specific effort.
A Participant that desires NCPA to supply special services that may not
otherwise be available through other existing Service Agreements intended to
provide the desired services to more than a single Participant, is required to
become a signatory to a Single Member Services Agreement,
1 . 7 Operating Service Agreement. The Operating Service Agreement
establishes the framework under which NCPA may provide certain services, as
4
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
SCHEDULE 2
described in the subject agreement, related to the operation of Member resources
and other investments, where the services desired by the Member include
specific requirements or are not otherwise available pursuant to an existing
Service Agreement,
A Participant that desires NCPA to supply services that include specific
requirements or that are not otherwise available pursuant to an existing Service
Agreement is required to become a signatory to an Operating Service
Agreement.
1 .8 Special Conditions . From time to time special conditions or
requirements for services may be requested from NCPA by a Participant under
which no existing Service Agreement is available to satisfy such needs. At the
sole discretion of the Commission, certain " one-off" agreements may be
developed between NCPA and a Participant, or group of Participants, to enable
NCPA to provide such special services. An example of such special services is
the Power Management Agreement Between Northern California Power Agency
and Truckee Donner Public Utility District, entered into on August 1, 2007.
A Participant, or group of Participants, that desires NCPA to supply
special services that are not otherwise available under an existing Service
Agreement may submit a written request to the General Manager for such
special services, and at the sole discretion of the Commission, NCPA may agree
5
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
SCHEDULE 2
to develop certain agreements to provide such requested services to a Participant
or group of Participants .
6
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
SCHEDULE 2
SCHEDULE 3
POWER MANAGEMENT AND ADMINISTRATIVE
SERVICES CATEGORIES
Power Management and Administrative Services are categorized based on the
type and function of services provided . NCPA supplies each of the following
functional categories of Power Management and Administrative Services
pursuant to and in support of the Service Agreements.
Section 1. Power Management and Administrative Services Categories.
1 . 1 Schedule Coordination. Scheduling Coordination Services include,
but are not limited to, the development, validation and submission of schedules
and bids to the CAISO and/or other balancing authority operator markets for
NCPA and Member loads and resources, where NCPA acts as Scheduling
Coordinator or Scheduling Agent, interchange management services, WECC and
NERC compliance activities and support, and system control and data
acquisition.
1 .2 Real Time Dispatch. Real time dispatch services include, but are
not limited to, monitoring and dispatching NCPA and Member loads and
resources, outage coordination, management of unplanned outages and system
emergencies, purchasing and selling energy and capacity in real time, and
coordination and switching .
1
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
SCHEDULE 3
1 .3 Power Pool Management. Power pool management services
include, but are not limited to, load, resource and price forecasting, resource
planning, optimization, risk analysis and management, pre-scheduling activities,
power pool operations and settlement standards, contract administration, and
industry restructuring and advocacy activities.
1 .4 Resource Management. Resource management services include,
but are not limited to, forecasting activities, resource planning, optimization, risk
analysis and management, power and fuels transactions, pre-scheduling
activities, contract administration, maintenance, negotiation and litigation
support, and industry restructuring and advocacy activities .
195 Settlements . Power settlement services include, but are not limited
to, CAISO settlement charge code validation and allocation, deal control tracking
and data validation, contract support activities, analytical support to other
NCPA business units and Members in the areas of energy transaction settlements
and accounting, meter data validation and management, and development of the
All Resources Bill and supporting information.
1 .6 Risk Management. NCPA is responsible for providing risk
management tools and procedures to protect Members from and mitigate risks
inherent in the energy, natural gas, and other commodity trading markets,
including the management and coordination of purchase and sale activities
2
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
SCHEDULE 3
within NCPA and Member risk management criteria. Common risk
management activities performed by NCPA include, but are not limited to,
assessment and management of NCPA and Member portfolio market exposure,
monitoring economy and energy market developments, evaluating counterparty
credit risk, maintaining policies and procedures, and organizing meetings with
NCPA and Member staff to evaluate risk exposure and compliance with risk
management policies established by the Commission. NCPA' s provision of risk
management services is made in accordance with the Energy Risk Management
Policy and Energy Risk and Counterparty Risk Management Regulations .
1 . 7 Direct Assignment Activities. Direct assignment activities include,
but are not limited to, information technology development, integration and
maintenance used in conjunction with and in support of Power Management and
Administrative Services (including software and hardware), term purchases and
sales of energy, capacity, natural gas and other related attributes and
commodities, market information and forecasting services, and other specific
services provided as directed by the Commission from time to time, or in
conjunction with or in support of the Service Agreements .
3
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
SCHEDULE 3
i
SCHEDULE 4
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES
COST ALLOCATION METHODOLOGY
Section 1. Definitions . Unless defined in this Schedule 4, all terms used in
this Schedule 4 with initial capitalization shall have the same meaning as those
contained in Section 1 of this Agreement.
141 "NCPA Power Management Cost Allocation Spreadsheet Model"
shall mean the spreadsheet model first approved by the Commission, pursuant
to Commission Resolution 10-16, that is based on the cost allocation principles
and recommendations documented in the NCPA Power Management Cost
Allocation Study Phase IIa Recommendations Final Report, dated January 14,
2010, as such spreadsheet model may be modified from time to time as directed
by the Commission.
Section 2. Cost Allocation Methodology. Costs associated with Power
Management and Administrative Services shall be allocated among the
Participants in accordance with the NCPA Power Management Cost Allocation
Spreadsheet Model.
1
POWER MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT
SCHEDULE 4