HomeMy WebLinkAboutNorthern California Power Agency (NCPA) 2014-02-27 Part 4 SECOND AMENDED AND RESTATED
POOLING AGREEMENT
Table of Contents
Section 1 . Definitions , . a 6 6 a 0 0 0 * a@ # 6 a a 6 feet a a 0 a a & * & * a a@@ & 0 * ate a a go 6. so stoat 3
Section2 . Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3 . Duties of the Commission. . a 0 6 0 0 a a a a a 9 a 0 9 9 6 a 4 0 6 0 0 4 0 9 0 8 6 0 0 a 0 0 0 0 0 a 6 a a 0 a 0 0 0 9 9 0 a 0 6 a a 6 a 9 0 a 9
Section 4. Duties of the General Manager and NCPA Staff. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 5 . Resource Planning, Load Forecasting and Energy/Capacity
Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 6 . Power Pool Purchases and Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 7. Pool Scheduling and Central Dispatch . . . . . seem@ 00 * 0 20
Section 8 . NCPA Administrative Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . feet . . . . 22
Section 9 . Billing and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 10. Cooperation and Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 11 . Participant Covenants and Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 12. Pooling Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 13 . Other Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . 31
Section 14. Term and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 15 . Admission and Withdrawal of Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 32
Section 16 . Settlement of Disputes and Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 17. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .. . 34
Pooling Schedule 1 . List of Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Pooling Schedule 2. Allocation of Power Pool Management Services Costs . . . . . . . . . 1
Pooling Schedule 38 Forecasting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Pooling Schedule 40 NCPA Capacity Pool . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Pooling Schedule 5. NCPA Capacity Pool Resource Adequacy Program . . . . . . . . . . . . . . 1
Pooling Schedule 6 . Principles for Sale of Pool Excess Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Pooling Schedule 7. Economic Dispatch, Scheduling and Operation of Resources
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Pooling Schedule 8 . Pool Settlement and Accounting Method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Pooling Schedule 9 . Transmission . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Pooling Schedule 10 . Load Following Costs and Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Pooling Schedule 11 . Western Area Power Administration Allocations . . . . . . . , . . . . . . . . 1
Pooling Schedule 12. Billing Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . 1
Pooling Schedule 13 . Acquisition of GHG Compliance Instruments for GHG
ComplianceObligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
This SECOND AMENDED AND RESTATED POOLING AGREEMENT
("this 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. Each of the Participants owns a system for the distribution of
electric capacity and energy for resale or its own use and is authorized to obtain
electric capacity and energy for its present or future requirements, through
contracts with NCPA or otherwise .
D. The Participants desire to establish an operating resource pool
(hereinafter referred to as the "Pool" or "Pooling" ) to jointly manage their
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collective portfolios of loads and resources to avail themselves of the full benefits
of pooling.
E. The Participants desire NCPA to establish facilities, staff and the
capability to provide Power Pool Management Services, including, but not
limited to, load, resource and price forecasting, resource planning, optimization,
energy and capacity procurement and sales, risk analysis and management, pre-
scheduling, scheduling and dispatch activities, power pool operations and
settlement standards, contract administration and industry restructuring and
advocacy activities .
F . NCPA has established facilities, staff and the capability for the
provision of Power Pool Management Services to the Participants, including, but
not limited to, load, resource and price forecasting, resource planning,
optimization, energy and capacity procurement and sales, risk analysis and
management, pre-scheduling, scheduling and dispatch activities, power pool
operations and settlement standards, contract administration and industry
restructuring and advocacy activities .
G . By establishing the Pool it is intended that each Participant will
receive operating reliability and economic benefits from participating in the Pool,
and that such benefits should be greater than, or at least equal to, the benefits
which would have been derived from the use of the Participant' s own resources
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
if the resources had been scheduled and operated for the Participant' s maximum
benefit for use on its own loads .
H. The Participants intend to observe the provisions of this Agreement
in good faith and shall cooperate with all other Parties in order to achieve the full
benefits of pooling.
I. Each Participant agrees to pay its allocated share of costs associated
with NCPA' s provision of Power Pool Management Services in accordance with
this Agreement and the Power Management and Administrative Services
Agreement.
J. 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.
K. The Agreement amends, restates and replaces the certain Amended
and Restated Pooling Agreement dated as of October 29, 2008 (as amended, "the
prior pooling agreement" ), and the prior pooling agreement is hereafter of no
further force or effect.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Definitions ,
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
1 . 1 Definitions. Whenever used in this Agreement (including the
Recitals hereto), the following terms shall have the following respective
meanings, provided, capitalized terms used in this Agreement (including the
Recitals hereto) that are not defined in Section 1 of this Agreement shall have the
meaning indicated in Section 1 of the Power Management and Administrative
Services Agreement:
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
premiums, fees for legal, engineering, financial and other services, power
management services, general settlement and billing and general risk
management costs, that are charged .directly or apportioned to the provision
of Power Pool Management Services . Administrative Services Costs as
separately defined herein and used in the context of this Agreement is
different and distinct from the term Administrative Services Costs as defined
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in Section 1 of the Power Management and Administrative Services
Agreement.
1 . 1 .2 "Agreement" means this Second Amended and Restated
Pooling Agreement, including all Pooling Schedules.
1 . 1 .3 "Assignment Administration Agreement" or "AAA
Agreement" means an agreement between NCPA and certain of its Members;
whereby NCPA has agreed to accept assignment of assignor's base resource
percentage, and will administer the Assignment Contract for the benefit of
assignor in order to create a power resource portfolio for the mutual benefit
of the Members, including the Participants.
1 . 1 .4 "Assignment Contract" has the meaning as defined in the
AAA Agreement.
1 . 1 .5 "Base Resource Contract" means Contract 04-SNR-00782
between NCPA and Western.
1 . 1 .6 "Congestion Revenue Right" or "CRR" means a CRR
Obligation or CRR Option.
1 .1 .7 "CRR Obligation" means a financial 'instrument that
entitles the holder to a payment when congestion is in the direction of the
CRR source to CRR sink specification and imposes on its holder a charge
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when congestion is in the opposite direction of the CRR source and CRR sink
specification pursuant to the CAISO Tariff.
1 . 1 .8 "CRR Option" means a financial instrument that entitles
its holder to a payment when congestion is in the direction of the CRR source
to CRR sink specification.
1 . 1 .9 "Defaulting Participant" has the meaning set forth in
Section 11 .2 of this Agreement.
1 . 1 . 10 "Event of Default" has the meaning set forth in Section
11 .2 of this Agreement.
1 . 1 . 11 "NCPA Capacity Pool" is a voluntary program in which
Participants pool and transact capacity in addition to the pooling of other
resources pursuant to this Agreement.
1 . 1 . 12 "Participant" has the meaning set forth in the recitals of
this Agreement. Participants to this Agreement are listed in Pooling Schedule
1 .
1 . 1 . 13 "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.
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1 . 1 . 14 "Pool" or "Pooling" means the operating resource pool
established under this Agreement to jointly manage the Participants'
collective portfolios of loads and resources .
1 . 1 . 15 "Pool Forecast" means the Participant load forecast of
combined Pool energy and Pool peak demand developed in accordance with
Section 5 .1 .2 of this Agreement.
1 . 1 . 16 "Pool Load Resource Balance" means the optimizing and
managing of assets, including gas/fuel and electric power transactions,
procurement of transmission, ancillary services and coordinating energy
delivery scheduling to meet the physical and financial needs of a Participant
or group of Participants for electric power.
1 . 1 . 17 "Pooling Schedules" are 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 17.7.2.
1 . 1 . 18 "Power Pool Management Services" means the services
NCPA supplies to the Participants pursuant to this Agreement, including, but
not limited to, load, resource and price forecasting, resource planning,
optimization, energy and capacity procurement and sales, risk analysis and
management, pre-scheduling, scheduling and dispatch activities, power pool
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operations and settlement standards, contract administration and industry
restructuring and advocacy activities .
1 . 1 . 19 "Power Pool Management Services Costs" means costs
associated with NCPA' s provision of Power Pool Management Services
pursuant to this Agreement, including, but not limited to, Administrative
Services Costs, determined by the Commission as part of the Annual Budget.
1 . 1 .20 "Power Management and Administrative Services
Agreement" means the NCPA Power Management and Administrative
Services Agreement, dated as of October 1, 2014 between NCPA and the
Members who are signatories to that agreement by which NCPA provides
power management and administrative services.
1 . 1 .21 "Third Party" means an entity (including a Member) that
is not a Party to this Agreement.
1 . 1 .22 "Western" means the Western Area Power
Administration, or its successor.
1 . 1 .23 "Withdrawing Participant" has the meaning set forth in
Section 15 .2 of this Agreement.
1 .2 Rules of Interpretation. All words and references as used in this
Agreement (including the Recitals hereto), unless in any such case the context
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requires otherwise, shall be interpreted pursuant to Section 1 .2 of the Power
Management and Administrative Services Agreement.
Section 2. Purpose The purpose of this Agreement is to set forth the terms
and conditions under which NCPA may provide Power Pool Management
Services to the Participants .
Section 3 . Duties of the Commission.
3 . 1 Commission. The Commission is responsible for the
administration of this Agreement. Each Member 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.
3 .2 Duties and Authorities . In addition to the administration of this
Agreement, the duties and authorities of the Commission are as specified in the
Joint Powers Agreement and the NCPA Commission Bylaws .
3.3 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 NCPA Commission.
3 .4 Ouoru rn. For purposes of acting upon matters that relate to the
administration of this Agreement, a quorum of the Commission shall consist of
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those Commissioners, or their designated Alternates, representing a numerical
majority of the Participants.
395 Votimzy .
305 . 1 General Administration. For acting upon matters that
relate to the 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.
3 .5 .2 Power Pool Management Services Cost Allocation
Methodology. For acting upon matters that relate to the methodology for
allocating costs associated with Power Pool Management Services, as set forth
in Pooling Schedule 2, the following voting procedure shall be used. Actions
of the Commission 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
Pool Management Services Costs, including the portion of Administrative
Services Costs allocated to Power Pool Management Services, as such costs are
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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
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
five percent (35%) shall be proportionally reassigned to the Participants whose
voting right percentage is less than thirty five percent (35%) .
3 .6 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 Pool Management Services, for at least the next
succeeding Fiscal Year in accordance with the NCPA 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.
3 .7 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 Pooling
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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 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
recommendation of the Facilities Committee shall be made to the Commission,
Project Participants, and others, as appropriate, in coordination with the General
Manager .
Section 4. Duties of the General Manager and NCPA Staff.
4. 1 Reporting Authority. The General Manager shall report to, and be
supervised by, the Commission pursuant to the Joint Powers Agreement.
4.2 NCPA Staff. The General Manager shall hire such staff or
consultants as necessary to carry out NCPA's obligations pursuant to this
Agreement, within the constraints of the Annual Budget.
4.3 Duties and Authority. The General Manager, or NCPA staff
designated by the General Manager, shall:
(a) Carry out directions of the Commission with respect to matters
related to this Agreement;
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(b) Direct and carry out all responsibilities of NCPA pursuant to this
Agreement to supply Power Pool Management Services to the
Participants. Examples of said responsibilities include but are not
limited to:
(1) Providing Scheduling Coordination Services for the
Participants' loads and resources in accordance with the
Amended and Restated Scheduling Coordination Program
Agreement;
(2) Acting as an Operating Entity on behalf of the Participants;
(3) Providing pre-scheduling, scheduling and central dispatch
services to the Participants;
(4) Developing load, resource and price forecasts for the
Participants;
(5) Perform short term and long term resource planning and
optimization for the Participants;
(6) Management of Pool Load Resource Balance activities;
(7) Performing nomination and bidding activities to acquire and
transact Congestion Revenue Rights, and managing
Congestion Revenue Rights holdings on behalf of the
Participants;
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(8) Entering into Balance of Month Transactions and transactions
for a term less than balance-of-month for purchasing and
selling energy, capacity, transmission capacity, and other
related services and products on behalf of the Participants;
(9) Acquire GHG Compliance Instruments on behalf of the
Participants to fulfill a GHG emission compliance obligation
imposed by the State or federal government incurred by
NCPA or a Participant resulting from activities conducted
pursuant to this Agreement;
(10) Perform risk analysis and management to mitigate risks
associated with Pool activities;
(11) Developing Pool operating principles, practices and
procedures and settlement standards associated with Pool
activities;
(12) Providing contract administration, industry restructuring and
advocacy activities to the Participants;
(13) Developing a billing system and invoice Participants;
(14) Preparing and submitting proposed budgets for costs
associated with Power Pool Management Services, including
Administrative Services Costs, for the ensuing Fiscal Year to
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the Commission and appropriate NCPA committees on such
schedule as established by the Commission;
(15) Presenting to the appropriate committees and the Commission
proposed amendments to this Agreement and the Pooling
Schedules for review and approval.
4.4 Goals and Objectives . Each year, the General Manager shall
propose to the Commission, specific goals and objectives for the NCPA staff as
such relate to this Agreement. NCPA shall provide periodic reports to the
Commission regarding progress toward meeting the approved goals and
objectives.
4.5 Consultation with Participants. The General Manager shall consult
with the Participants from time to time, as needed, to advise him or her on a
particular matter relevant to this Agreement.
Section 5. Resource Planning, Load Forecasting and Energy/Capacity
Requirements,
5 . 1 Resource Planning. NCPA, in coordination with the Participants,
shall develop load and resource balance information at least quarterly for the
Pool and for each Participant, using load and resource forecasts developed
pursuant to this Agreement. The load and resource balance information
developed shall be utilized by NCPA and the Participants to coordinate and
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manage Pooling activities, including, but not limited to, supply investments and
transaction activities, to maintain reliability of service and strive to obtain the
maximum overall economies on behalf of the Participants .
5.1 . 1 Participant Load Forecasts. Annually each Participant
may submit to NCPA a forecast of its monthly peak demand and energy
load for the subsequent fifteen calendar year period. Such information shall
consist of forecasts for the upcoming calendar year and the subsequent
fourteen calendar year period. If a Participant does not submit such forecast
information to NCPA in accordance with a schedule established by NCPA,
NCPA staff will work in conjunction with the Participant to jointly produce
such forecast information. The load forecast information shall be prepared
in accordance with the applicable Pooling Schedules . The load forecast
information may be used to develop load and resource balance information
for the Pool and each Participant.
5 . 1 .2 Pool Load Forecast. Annually NCPA shall develop
combined Pool peak demand and energy load forecasts (the "Pool Forecast" )
using Participant load forecast information provided to NCPA in accordance
with Section 5 . 1 . 1 . Such forecast information shall be for a period of fifteen
calendar years, including the upcoming calendar year and the subsequent
fourteen calendar year period. The Pool Forecast shall be prepared in
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accordance with the applicable Pooling Schedules . The Pool Forecast may be
used by NCPA to develop load and resource balance information for the
Pool and each Participant.
5 . 1 .3 Participant Supply Portfolio . Each Participant shall
promptly notify NCPA in advance of any new or material changes to its
supply portfolio, including, but not limited to, additions to, retirements of, or
any changes in generation, power supply contracts, transmission resources,
or other supply sources which can affect the Participant' s current or future
load and resource balance, or NCPA's obligation to acquire sufficient supply
to serve Pool load in the balance of month timeframe .
52 Capacity Reserve Requirements. Each Participant is required to
comply with capacity reserve requirements established by its applicable
regulatory authority. Each Participant may voluntarily elect to participate in the
NCPA Capacity Pool to transact capacity among and between the Participants
who have elected to participant in the NCPA Capacity Pool, pursuant to the
rules and criteria set forth in the applicable Pooling Schedules.
5 .3 Energy Requirement. Each Participant is required to comply with
energy requirements established by its applicable regulatory authority. If such
energy requirements impact NCPA' s provision of Power Pool Management
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Services or the activities associated with such, the provisions of such energy
requirements shall be incorporated within an applicable Pooling Schedule.
5 .4 Energy and Capacity Needs Determination. NCPA, using the Pool
and Participant load and resource balance and forecast information developed
pursuant to this Agreement, will evaluate each Participant' s energy/capacity
portfolio to determine if each Participant is in compliance with the energy and/or
capacity requirements established by its applicable regulatory authority. If
NCPA, based upon its assessment, determines that a Participant is not in
compliance with its established energy and/or capacity requirements, NCPA
shall consult with and provide an estimate of the energy and/or capacity need to
the Participant for additions to the Participant's energy and/or capacity portfolio
in order to satisfy the applicable requirements .
NCPA may consult with and assist the Participants in identifying
potential energy and/or capacity supply that can be acquired to fill any
deficiencies identified pursuant to this Section 5 .4; provided, however, the
individual Participants are responsible for procuring any additional energy
and/or capacity needed to meet requirements established by their respective
regulatory authority, where the term of such procurement is greater than balance .
of month, through separate agreements .
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5 .5 Allocation of Costs Resulting from Energy/Capacity Shortages.
Any charges or penalties incurred by NCPA as a result of a Participant not
having sufficient energy and/or capacity to meet the requirements established by
its respective regulatory authority, will be allocated among the Participants
pursuant to the principles of cost causation. Such charges and/or penalties shall
be proportionally allocated among the Participant(s) who cause the charges
and/or penalties . If the cause of the charges and/or penalties were due to the
deficiency of energy and/or capacity, then the Participant(s) who were deficient
will be allocated the cost of such shortfall. If based on available information
NCPA is unable to determine the basis of the charges and/or penalties incurred
by NCPA, the charges and/or penalties shall be allocated among the Participants
based on a methodology established by the Commission.
Section 6. Power Pool Purchases and Sales.
6 . 1 Power Pool Purchases and Sales . NCPA shall purchase and sell
energy, capacity, ancillary services and transmission on behalf of the Participants
and thereby strive to economically serve the Pool load and meet other service
obligations. NCPA shall enter purchase and sale transactions for a term of
balance of month or less, including, but not limited to, transactions in the day-
ahead, intra-day, and real-time time frame for energy, capacity, ancillary services
and transmission on behalf of the Participants . Costs and revenues associated
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with purchase and sale transactions entered into by NCPA on behalf of the
Participants shall be allocated among the Participants in accordance with the
applicable Pooling Schedules .
Transactions for energy, capacity, ancillary services and transmission for a
term greater than balance of month shall be undertaken pursuant to separate
agreements between NCPA and those Participants entering in to such
agreements .
6 .2 Acquisition of GHQ Compliance Instruments . NCPA shall acquire
GHG Compliance Instruments to satisfy any GHG compliance obligations that
result from NCPA' s provision of Power Pool Management Services under this
Agreement, including, but not limited to, the purchase and sale of interchange
transactions (energy imports and exports), in accordance with the applicable
Pooling Schedule. All costs associated with the acquisition of GHG Compliance
Instruments shall be allocated among the Participants in accordance with the
applicable Pooling Schedule.
Section 7. Pool Scheduling and Central Dispatch.
7. 1 Central Dispatch. Each Participant shall, to the fullest extent
practicable, subject all loads, power supplies and transmission entitlements,
including, but not limited to, a Participant' s Project Participation Percentage
share of energy and capacity supplied from a NCPA Project, Participant owned
20
SECOND AMENDED AND RESTATED POOLING AGREEMENT
and operated generation, and power supply contracts, to the central dispatch of
NCPA and the Pool. All Participant loads, power supplies and transmission
entitlements shall be scheduled and dispatched by NCPA in accordance with this
Agreement for the benefit of the Pool, with the objective of creating economies of
scale, striving to achieve the highest value for power supply resources and the
lowest practical costs to serve loads, consistent with reliability standards, and in
accordance with Good Utility Practice .
72 Scheduling Coordination. NCPA shall provide Scheduling
Coordination Services and shall monitor, schedule, settle and dispatch Pool
capacity, ' energy and associated attributes for delivery of Pool power supplies to
Pool loads in accordance with this Agreement and the Amended and Restated
Scheduling Coordination Program Agreement. Therefore the Participant shall
become signatories to the Amended and Restated Scheduling Coordination
Program Agreement. NCPA shall act as an Operating Entity on behalf of the
Participants for the scheduling of Pool loads and power supplies, subject to all
applicable operating constraints, requirements and tariffs applicable to such
activities.
7.3 Scheduling of Western Resource. The Participants' entitlement to
Western power (hereinafter referred to as "Base Resource"), which has been
assigned to NCPA pursuant to each respective Assignment Contract entered into
21
SECOND AMENDED AND RESTATED POOLING AGREEMENT
between the Participants and Western, shall be scheduled by NCPA in
accordance with the AAA Agreement and the Base Resource Contract. To the
extent the AAA Agreement and Base Resource Contract do not address certain
aspects of Base Resource scheduling, scheduling of Base Resource will be
performed in accordance with this Agreement.
7.4 Metering. Each Participant shall install. and maintain meters and
metering equipment in accordance with all applicable metering requirements
and standards, including, but not limited to, all standards and requirements
enforced in the CAISO Tariff, the Amended and Restated Scheduling
Coordination. Program Agreement, and the MSSA Agreement, at their respective
points of interconnection or as otherwise required . Each Participant shall be
solely responsible for maintaining their respective metering equipment;
provided, however, a Participant may contract with NCPA to supply meter
maintenance services pursuant to separate agreements.
Section 8. NCPA Administrative Costs.
8. 1 Cost of Services . All costs associated with NCPA' s provision of
Power Pool Management Services to the Participants, including, but not limited
to, Administrative Services Costs and Power Pool Management Services Costs,
shall be allocated among the Participants in accordance with this Agreement and
the Power Management and Administrative Services Agreement.
22
SECOND AMENDED AND RESTATED POOLING AGREEMENT
8.2 Power Pool Management Services Costs . Each Participant agrees to
and acknowledges its mandatory obligation to pay its allocated share of costs
associated with Power Pool Management Services, including, but not limited to,
Administrative Services Costs, as invoiced in its All Resources Bill.
Section 9. Billing and nd Payments.
9. 1 Invoices . NCPA will issue an invoice to each Participant for its
share of costs associated with Power Pool Management Services, and all other
costs for services provided in accordance with this Agreement. Such invoice
may be either the All Resources Bill or separate special invoice, as determined by
NCPA. Such invoices will be made pursuant to the requirements and
procedures provided for in this Agreement and all other applicable agreements.
At NCPA' s discretion, invoices may be issued to Participants using electronic
media or physical distribution.
9.2 Payment of Invoices. All invoices delivered by NCPA (including
the All Resources Bill) are due and payable thirty (30) Calendar Days after the
date thereof; provided, however, that any amount due on a day other than a
Business Day may be paid on the following Business Day.
9.3 Late Payments . Any amount due and not paid by a Participant in
accordance with Section 9 .2 shall be considered late and bear interest computed
on a daily basis until paid at the lesser of (i) the per annum prime rate (or
23
SECOND AMENDED AND RESTATED POOLING AGREEMENT
reference rate) of the Bank of America NT&SA then in effect, plus two percent
(2%) or (ii) the maximum rate permitted by law.
9 .4 Billing Disputes . A Participant may dispute the accuracy of any
invoice issued by NCPA under this Agreement by submitting a written dispute
to NCPA, within thirty (30) Calendar Days of the date of such invoice;
nonetheless the Participant shall pay the full amount billed when due. If a
Participant does not timely question or dispute the accuracy of any invoice in
writing the invoice shall be deemed to be correct. Upon review of a submitted
dispute, if an invoice is determined by NCPA to be incorrect, NCPA shall issue a
corrected invoice and refund any amounts that may be due to the Participant. If
NCPA and the Participant fail to agree on the accuracy of an invoice within
thirty (30) Calendar Days after the Participant has disputed it, the General
Manager shall promptly submit the dispute to the Commission for resolution. If
the Commission and the Participant fail to agree on the accuracy of a disputed
invoice within sixty (60) Calendar Days of its submission to the Commission, the
dispute may then be resolved under the mediation and arbitration procedures set
forth in Section 16 of this Agreement. Provided, however, that prior to resort to
either mediation or arbitration proceedings, the full amount of the disputed
invoice must have been paid.
9.5 Billing/Settlement Data and Examination of Books and Records.
24
SECOND AMENDED AND RESTATED POOLING AGREEMENT
9 .5 . 1 Settlement Data. NCPA shall make billing and
settlement data available to the Participants in the All Resources Bill, or other
invoice, or upon request. NCPA may also, at its sole discretion, make billing
and settlement support information available to Participants using electronic
media (e . g. electronic data portal) . Procedures and formats for the provision
of such electronic data submission may be as established by the NCPA
Commission from time to time. Without limiting the generality of the
foregoing, NCPA may, in its reasonable discretion, require the Participants to
execute a non-disclosure agreement prior to .providing access to the NCPA
electronic data portal.
9 .5.2 Examination of Books and Records . Any Participant to
this Agreement shall have the right to examine the books and records created
and maintained by NCPA pursuant to this Agreement at any reasonable,
mutually agreed upon time.
Section 10. Cooperation and Further Assurances. Each of the Parties agree to
provide such information, execute and deliver any instruments and documents
and to take such other actions as may be necessary or reasonably requested by
any other Party which are consistent with the provisions of this Agreement and
which do not involve the assumption of obligations other than those provided
for in this Agreement, in order to give full effect to this Agreement and to carry
25
SECOND AMENDED AND RESTATED POOLING AGREEMENT
out the intent of this Agreement. The Parties agree to cooperate and act in good
faith in connection with obtaining any credit support required in order to satisfy
the requirements of this Agreement.
Section 11. Participant Covenants and Defaults.
11 . 1 Each Participant covenants and agrees: (i) to snake payments to
NCPA, from its Electric System Revenues, of its obligations under this
Agreement as an operating expense of its Electric System; (ii) to fix the rates and
charges for services provided by its Electric System, so that it will at all times
have sufficient Revenues to meet the obligations of this Agreement, including the
payment obligations; (iii) to make all such payments due NCPA under this
Agreement whether or not there is an interruption in, interference with, or
reduction or suspension of services provided under this Agreement, such
payments not being subject to any reduction, whether by offset or otherwise, and
regardless of whether any dispute exists; and (iv) to operate its Electric System,
and the business in connection therewith, in accordance with Good Utility
Practice.
11 .2 Events of Default. An Event of Default under this Agreement shall
exist upon the occurrence of any one or more of the following by a Participant
(the "Defaulting Participant" ) .
26
SECOND AMENDED AND RESTATED POOLING AGREEMENT
(i) the failure of any Participant to make any payment in full to
NCPA when due, where such failure is not cured within thirty (30) Calendar
Days following receipt of a notice from NCPA demanding cure;
(ii) the failure of a Participant to perform any covenant or
obligation of this Agreement where such failure is not cured within thirty (30)
Calendar Days following receipt of a notice from NCPA demanding cure.
Provided, that this subsection shall not apply to any failure to make payments
specified by subsection 11 .2 (i));
(iii) if any representation or warranty of a Participant material to
the services provided hereunder shall prove to have been incorrect in any
material respect when made and the Participant does not cure the facts
underlying such incorrect representation or warranty so that the representation
or warranty becomes true and correct within thirty (30) Calendar Days of the
date of receipt of notice from NCPA demanding cure, or
(iv) if a Participant is in default or in breach of any of its covenants
under any other agreement with NCPA and such default or breach is not cured
within the time periods specified in such agreement.
11 .3 Uncontrollable Forces . A Party shall not be considered to be in
default in respect of any obligation hereunder if prevented from fulfilling such
obligation by reason of Uncon trollable. Forces. Provided, that in order to be
27
SECOND AMENDED AND RESTATED POOLING AGREEMENT
relieved of an Event of Default due to Uncontrollable Forces, a Party affected by
an Uncontrollable Force shall:
(i) first provide initial notice to the General Manager using
telephone communication within two (2) Business Days of the onset of the
Uncontrollable Force, and second provide further written notice to the General
Manager and all other Parties within ten (10) Business Days of the onset of the
Uncontrollable Force, describing its nature and extent, the obligations which the
Party is unable to fulfill, the anticipated duration of the Uncontrollable Force,
and the actions which the Party will undertake so as to remove such disability
and be able to fulfill its obligations hereunder; and
(ii) use due diligence to place itself in a position to fulfill its
obligations hereunder and if unable to fulfill any obligation by reason of an
Uncontrollable Force such Party shall exercise due diligence to remove such
disability with reasonable dispatch. Provided, that nothing in this subsection
shall require a Party to settle or compromise a labor dispute.
11 .4 Cure of an Event of Default. An Event of Default shall be deemed
cured only if such default shall be remedied or cured within the time periods
specified in Section 11 .2 above, as may be applicable, provided, however, upon
request of the Defaulting Participant the Commission may waive the default at
its sole discretion, where such waiver shall not be unreasonably withheld .
28
SECOND AMENDED AND RESTATED POOLING AGREEMENT
11 .5 Remedies in the Event of Uncured Default. Upon the occurrence of
an Event of Default which is not cured within the time limits specified in Section
11 .2, without limiting other rights or remedies available under this Agreement, at
law or in equity, and without constituting or resulting in a waiver, release or
estoppel of any right, action or cause of action NCPA may have against the
Defaulting Participant, NCPA may, for so long as such Event of Default
continues uncured, take any or all of the following actions :
(i) suspend the provision of services under this Agreement to such
Defaulting Participant;
(ii) demand that the Defaulting Participant provide further
assurances to guarantee the correction of the default, including the collection of a
surcharge or increase in electric rates, or such other actions as may be necessary
to produce necessary Revenues to correct the default;
(iii) terminate this Agreement as to the Defaulting Participant, on
ten (10) Calendar Days prior written notice to the Defaulting Participant; or
(iv) enforce all other rights or remedies available to it under any
other agreement in which the Defaulting Participant is a signatory.
11 .6 Effect of Termination or Suspension.
11 .6 . 1 Generally. The termination or suspension of this
Agreement will not terminate, waive, or otherwise discharge any ongoing or
29
SECOND AMENDED AND RESTATED POOLING AGREEMENT
undischarged liabilities, credits or obligations arising from this Agreement
until such liabilities, credits or obligations are satisfied in full.
11 .6 .2 Suspension. If performance of all or any portion of this
Agreement is suspended by NCPA with respect to a Participant in accordance
with subsection 11 .5 (i), such Participant shall pay any and all costs incurred
by NCPA as a result of such suspension including reasonable attorney fees,
the fees and expenses of other experts, including auditors and accountants, or
other reasonable and necessary costs associated with such suspension and
any portion of the costs associated with NCPA' s provision of Power Pool
Management Services, including Administrative Services Costs, that were not
recovered from such Participant as a result of such suspension.
11 .6 .3 Termination. If this Agreement is terminated by NCPA
with respect to a Participant in accordance with Section 11 .5 (111), such
Participant shall pay any and all costs incurred by NCPA as a result of such
termination, including reasonable attorney fees, the fees and expenses of
other experts, including auditors and accountants, other reasonable and
necessary costs associated with such termination and any portion of costs
associated with NCPA' s provision of Power Pool Management Services that
were not, or will not be, recovered from such Participant as a result of such
30
SECOND AMENDED AND RESTATED POOLING AGREEMENT
termination; provided, however, if NCPA terminates this Agreement with
respect to the last remaining Participant, then this Agreement shall terminate .
Section 12. Pooling Schedules.
12. 1 Pooling Schedules. Pooling Schedules shall be established relating
to activities and operations of the Pool and administrative matters for the
implementation of this Agreement. All Pooling Schedules may be established,
repealed or amended by the Commission in accordance with this Agreement.
12.2 Scope of Pooling Schedules . Poolhzg Schedules include detailed
principles, descriptions and procedures for managing, operating, scheduling,
billing and settlement for Pooling activities .
Section 13 . Other Agreements.
13. 1 Precedence of Agreement. Where there is any conflict between this
Agreement and the Joint Powers Agreement, a Project Agreement or a Project
Indenture of Trust, the provisions in the Joint Powers Agreement, Project
Agreement or Project Indenture of Trust shall control.
Section 14. Term and Termination.
14. 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.
31
SECOND AMENDED AND RESTATED POOLING AGREEMENT
14.2 Term and Termination. This Agreement shall continue in full
effect until terminated by consent of all Parties.
Section 15. Admission and Withdrawal of Participants.
15 . 1 Admission of a New Participant. Subsequent to the initial Effective
Date; a Member may 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.
15 .2 Withdrawal of Participants. Any Participant may withdraw from
this Agreement ("Withdrawing Participant") by 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. The two (2) year duration of
the notice requirement may be waived or reduced by the Commission in its sole
discretion. Withdrawal by any Participant shall not terminate this Agreement as
to the remaining Participants.
15 .3 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
32
SECOND AMENDED AND RESTATED POOLING AGREEMENT
Participant' s liabilities, credits or obligations, including any contingent liabilities,
credits or obligations .
15 .4 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.
A Withdrawing Participant shall not be obligated to compensate the
remaining Participants for loss of any benefits that would have accrued to the
remaining Participants if the Withdrawing Participant had continued its
participation. Nor shall the remaining Participants be obligated to compensate
the Withdrawing Participant for any benefits that accrue to the remaining
Participants because of the withdrawal. Reallocation of the costs and benefits of
continuing under this Agreement after a Participant has withdrawn shall not
give rise to any claim against a Withdrawing Participant by the remaining
Parties . Nor shall any of the remaming .Parties be obligated to compensate the
Withdrawing Participant for any benefits that accrue to the remaining Parties
because of such a reallocation of costs and benefits .
Section 16. Settlement of Disputes and Arbitration. The Parties agree to
make best efforts to settle all disputes among themselves connected with this
33
SECOND AMENDED AND RESTATED POOLING AGREEMENT
Agreement as a matter of normal business under this Agreement. The
procedures set forth in Section 10 of the Power Management and Administrative
Services Agreement shall apply to all disputes that cannot be settled by the
Participants themselves; provided, that the provisions of Section 9 .4 shall first
apply to all disputes involving invoices prepared by NCPA.
Section. 17. Miscellaneous.
17. 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
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
34
SECOND AMENDED AND RESTATED POOLING AGREEMENT
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.
17.2 Indemnification and Hold Harmless. Subject to the provisions of
Section 17.4, each Participant agrees to indemnify, defend and hold harmless
NCPA and its Members, including their respective governing boards, officials,
officers, agents, and employees, from and against any and all claims, suits, losses,
costs, damages, expenses and liability of any kind or nature, including
reasonable attorneys' fees and the costs of litigation, including experts, to the
extent caused by any acts, omissions, breach of contract, negligence (active or
passive), gross negligence, recklessness, or willful misconduct of that Participant,
35
SECOND AMENDED AND RESTATED POOLING AGREEMENT
its governing officials, officers, employees, subcontractors or agents, to the
maximum extent permitted by law.
17.3 Several Liabilities . Except as otherwise provided herein or in an
applicable Project 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 .
17.4 No Consequential Damages . FOR ANY BREACH OF ANY
PROVISION OF THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY OR
MEASURE OF DAMAGES IS PROVIDED IN THIS AGREEMENT, THE
LIABILITY OF THE DEFAULTING PARTY SHALL BE LIMITED AS SET
FORTH IN SUCH PROVISION, AND ALL OTHER DAMAGES OR REMEDIES
ARE HEREBY WAIVED . IF NO REMEDY OR MEASURE OF DAMAGE IS
EXPRESSLY PROVIDED, THE LIABILITY OF THE DEFAULTING PARTY
SHALL BE LIMITED TO ACTUAL DAMAGES ONLY AND ALL OTHER
DAMAGES AND REMEDIES ARE HEREBY WAIVED . IN NO EVENT SHALL
NCPA OR ANY PARTICIPANT OR THEIR RESPECTIVE SUCCESSORS,
ASSIGNS, REPRESENTATIVES, DIRECTORS, OFFICERS, AGENTS, OR
EMPLOYEES BE LIABLE FOR ANY LOST PROFITS, CONSEQUENTIAL,
36
SECOND AMENDED AND RESTATED POOLING AGREEMENT
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
tl-us Section of this Agreement shall be fully enforceable despite its reference to
future or unknown claims .
17.5 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
37
SECOND AMENDED AND RESTATED POOLING AGREEMENT
shall not be deemed a waiver with respect to any subsequent performance,
default or matter.
17.6 Division of Responsibility, Neither the General Manager, the
Parties to this Agreement, nor an entity acting on behalf of the Parties, shall be
responsible for the transmission, control, use, or application of capacity and
energy provided under this Agreement or the Pooling Schedules attached hereto
on the receiving Party's side of such Party' s point of interconnection and shall
not, in any event, be liable for damage or injury to any person or property
whatsoever, arising, accruing, or resulting from, in any manner, the receiving,
transmission, control, use application, or distribution by NCPA, or the
Participants, or any Third Party acting on behalf of NCPA or the Parties, of said
capacity and energy on the receiving Party's side of such Party' s point of
interconnection.
17.7 Amendments.
17. 7. 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.
17.7.2 Approval and Amendment of Pooling Schedules. Any
addition to, amendment to or repeal of the Pooling Schedules attached hereto
38
SECOND AMENDED AND RESTATED POOLING AGREEMENT
shall take effect after being approved by the Commission in a manner
consistent with the voting procedures set forth in Section 3 .5 of this
Agreement, without the requirement of an approval of the individual
Participants' governing bodies .
17.8 Assignment of Agreement.
17.8 . 1 Binding Upon Successors. This Agreement, including the
Pooling Schedules, shall inure to the benefit of and shall be binding upon the
respective successors and assignees of the Parties to this Agreement.
17. 8 .2 No Assignment. This Agreement, nor any interest
herein, shall be transferred or assigned by a Party hereto except with the
consent in writing of the other Parties hereto, where such consent shall not be
unreasonably withheld. Without limiting the foregoing, this Agreement shall
not be assigned by Plumas-Sierra Rural Electric Cooperative without the
approval in writing of the Administrator of the Rural Electrification
Administration Utilities Service.
17.9 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
39
SECOND AMENDED AND RESTATED POOLING AGREEMENT
effect unless the court holds that such provisions are not severable from all other
provisions of this Agreement.
17. 10 Governing Law. This Agreement shall be interpreted, governed by,
and construed under the laws of the State of California.
17. 11 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.
17. 12 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
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.
40
SECOND AMENDED AND RESTATED POOLING AGREEMENT
17.13 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.
17. 14 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.
17.15 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.
41
SECOND AMENDED AND RESTATED POOLING AGREEMENT
17. 16 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.
17.17 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
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
17.2 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.
17. 18 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.
42
SECOND AMENDED AND RESTATED POOLING 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
alp
By:X By:
Title : tot, Title:
Date :_; 5L Date :
Approved as to form: Approved as to form:
Bye = :,1�<� - By:
Its : General Counsel Its : City Attorney
Date : r 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 :
43
SECOND AMENDED AND RESTATED POOLING 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: K Immi
Title: Title : e�- -01117 6241:XZVI
Date : Date: 9-
Approved as to form: Approved as to form:
By: B 7; y✓c ; — f i �.z 1
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:
43
SECOND AMENDED AND RESTATED POOLING 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, 95917 Gridley, CA 95948
By: q By:
Title: /`� �� Title:
Date: Date:
Approved as 'r Approved as to form:
By: � , � c} ,'�. By:
Its: City Attarne T Its: City Attorney
Date: �/ � ' `� Date :
43
SECOND AMENDED AND RESTATED POOLING 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 959
By: By: e�
Title: Title: C or _
Date: Date: �- 1
Approved as to form : A yed as t fori
/I
By : By: I r
Its: City Attorney Its : Citv Attorney
Date : Date:
43
SECOND AMENDED AND RESTATED POOLING AGREEMENT
CITY OF HEALDSBURG CITY OF LODI
401 Grove Street 221 W. Pine Street
Healdsburg, CA Q 448 Lodi, CA 95240
By: Mar ie Pettus By$
Title : City Manager Title :
Date: 7— / Date:
Approved as to form: Approved as to form:
By: David Warner By:
Its: City Attorney Its : City Attorney
Date : 4 27 � I q 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:
44
SECOND AMENDED AND RESTATED POOLING AGREEMENT
CITY OF HEALDSBURG CITY OF LODI TT S Z4
401 Grove Street 221 W. Pine Street
Healdsburg, CA 95448 Lodi, CA 95240 Ran �-. ,�cAhl -Olson
City - Clerk
By: By Stephen Schwabauer
Title : Title: Interim City Manager
Date : Date: I _
Approved as to form: Appro ed as to form:
By; Jani e D . Magdich
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: By:
Title: Title: _-
Date: Date:
Approved as to form: Approved as to form:
By: By:
Its : City Attorney Its: Port General Counsel
Date : Date:
44
SECOND AMENDED AND RESTATED POOLING 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
B 4 Lt 4 By:
Title: (A Title:
Date: VXr,0LI Date:
Approved as to form: Approved as to form:
y: �5-Ph ry� o� By :
Its : City Attorney Its : Port General Counsel
Date : ) 7 , # Date:
44
SECOND AMENDED AND RESTATED POOLING AGREEMENT
CITY OF PALO ALTO PLUMAS-SIERRA RURAL
250 Hamilton Avenue ELECTRIC COOPERATIVE
Palo Alto, CA. 9430 73233 Highway 70
Portola, CA 96122
By: - By :
Title : Title:
Date : Date:
Approved as to form: Approved as to form:
B, By:
s�: rCity Attorney Its: General Counsel
Date : O ILA Date :
CITY OF UKIAH
300 Seminary Avenue
Ukiah, CA 95482
By:
Title :
Date :
Approved as to form:
By:
Its: City Attorney.
Date•
45
SECOND AMENDED AND RESTATED POOLING AGREEMENT
CITY OP PALO ALTO PLUMAS-SIERRA RURAL
250 Hamilton Avenue ELECTRIC COOPERATIVE
Palo Alto, CA 94301 73233 Highway 70
Portola 96122
J
B # By: W
Title: Titlem
Date: t
Approved as to form: p r ve as to or
By: ki s el E . Ver ara
Its: City Attorney I eneral Coun I
Date: Dat ; June 27, 20 4
CITY OF UKIAH
300 Seminary Avenue
Ukiah, CA 95482
By:
Title:
Date:
Approved as to forin:
By:
Its: City Attorney
Date:
45
SECOND AVIENDED AND RESTATED POOLING 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
Title: Title: Cc "- / �--
Date : Date:
Approved as to form : Approved as to form.
By: By.
Its : City Attorney Its :. p
Date : Date :
44
SECOND AMENDED AND RESTATED POOLING 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 UKIAH
300 Seminary Avenue
Ukiah, CA 95482
By; Liane Chambers
Titl : Mana er
Date: I
Approved as to form:
ti
By: vid Rapport
Its: City Attorney
Date:
45
SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 1
LIST OF PARTICIPANTS
The following is a list of the Participants who are signatory 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 Ukiah
Plumas-Sierra Rural Electric Cooperative
1
SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 1
POOLING SCHEDULE 2
ALLOCATION OF POWER POOL MANAGEMENT SERVICES COSTS
Pursuant to Section 8 . 1 of this Agreement, all costs associated with NCPA' s
provision of Power Pool Management Services to the Participants, including, but
not limited to, Administrative Services Costs and Power Pool Management
Services Costs, shall be allocated among the Participants in accordance with this
Agreement and the Power Management and Administrative Services Agreement.
Section 1. Allocation of Power Pool Management Services Costs . The costs
directly assigned to Power Pool Management Services budget categories; or that
are directly assigned or are allocated to the Pool Operating Entity, pursuant to
the Power Management and Administrative Services Agreement, shall be
allocated among the Participants using the following methodology:
• Allocation Basis A — Applicable through the end of Fiscal Year 2014
Direct
Assignment
Categories Allocation Basis
ie � iT r mn _*!: `rjr
_ 5i s' i� j � +n i �oJ. 4casLl jYn' .6y yY•yi�° -( P�Qh & BA�s.� l, >(78O/v LoG4d Y/�,22o/D . o �,�, al.ts)
„_... I,. , . .. t . ,. .. .ro.a .nc .... ., ... _ ... , + _. . , ,., . . ., .. . .
Resource Planning Pool & BART (78% Load / 22% Contracts)
sh , r, s i - ail m ni
mqg s k,, xeschedulin ,' 3I'oo1 (78¢/o Load ,/3220'c otracts) r
a, .. . _ ., .. . �.
Power Pool Administration Pool (78% Load / 22% Contracts)
Of =Poolir " xC�axnmittee�'£' � � ` Po�oly(78% woad 2 „°�°,ZCOTl� c�Cts) 3,
In ustry Restructuring Pool (78% Load / 22% Contracts)
�,
Risk Mana` ement a °' . ;PoolF& BART `(78% Load J'22°I� 'Cntracts�
TANC Representation TANC Participation Percentages.
1
SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 2
Western Re yresentafi'onNesten Base Resot�r.,ee Rerce'rtEa ': es
Scheduling Coordination Pool (78% Load / 22% Contracts)f,t
Real Timre'Ds f'atck ' < „ k Pool (78'% Load' j 220 Contracts)1 Is
Includes Truckee-Donner PUD
• Allocation Basis B — Applicable Beginning Fiscal Year 2015
Direct
Assignment
Categories Allocation Basis
..F
u
'' kY , Fo'recatin 33 3% fool Resources) ka
S,i. neA .x .a. .. , x . . ns. • . . ....,.... a , . , 3E ..;, . > r
Pool & BART (33.3% Load / 33 .3% Contracts /
Resource Planning 33.3% Pool Resources)
ttttis
3 z F i } Pool (3313% xLo`ad / 33,3°lo C3Qntracts / X3.3°fo ,Poo1 } }
M ......IN1.1 r. i
Resouzces) k
Power Pool Pool (33 .3% Load / 33 .3% Contracts / 33 .3% Pool
Administration Resources)
'k .,� pS tJ 3 �{ k• S fi � { �' l 3i l l h ' 'M aY �... � 32 R "k:. !! Y k: DlX f S li GYhS�' 4 t 3 •fM ,i
� � X tx4k
Pool (33 .3% Load / 33 .3% Contracts / 33 .3% Pool
Industry Rest ucturing Resources)
TANC Representation TANC Participation Percentages
;, extern R
NEON
tali j h fern B se I esour'ce T'e ce ifa A `}
te Pool (33 .3% Load / 33 .3% Contracts / 33 .3% Pool
Scheduling Coordination Resources)
3'l - i , p �,
} z , xO o O
Its
Pool 33:3 /o Load 33,= 3 /ok Contracts ( 33.3 /o Pool
a zk gy i s.Y s } t t '
HS Rat �TzxxiekDxs atc ��.; .....
3 ' `, 'x.' Resources „
< .. �. .. ... N. , . <
Includes Truckee-Donner PUD
Section 2. Cost Allocation Review Process. Subsequent to the Effective Date
of this Agreement, a Participant may submit a written notice to the General
2
SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 2
Manager requesting that the Power Pool Management Services Costs allocation
methodology, as set forth in Section 1 of this Pooling Schedule 2, be evaluated to
determine if the allocation methodology is consistent with the principle of cost
causation, and is representative of the benefits received by the Participants for
services provided under this Agreement. Such request must include a statement
explaining the basis on which the Participant believes the Power Pool
Management Services Costs allocation methodology should be amended, and
include a description of what changes the Participant proposes to make to the
Power Pool Management Services Costs allocation methodology.
Upon receiving such written request the General Manager shall establish
an ad hoc committee of Participants . The ad hoc committee shall meet and
review the Power Pool Management Services Costs allocation methodology.
Upon completing is review of the proposal and the Pool Management Services
Costs allocation methodology, the ad hoc committee shall provide
recommendations for amendments to the Power Pool Management Services
Costs allocation methodology, if any, to the General Manager. Adoption of any
proposed amendments to the Pool Management Services Costs Allocation
methodology shall be subject to the provisions of Section 3 of this Agreement.
3
SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 2
POOLING SCHEDULE 3
FORECASTING
Section 1. Forecasting Overview. Electric load forecasts are required for a
number of reasons by various entities . These entities include, but are not limited
to, Pacific Gas and Electric Company ("PG&E"), the CAISO, the California
Energy Commission ("CEC" ) and NCPA. For example, the Interconnection
Agreement between NCPA, PG&E and certain Members ("IA") states that
"NCPA shall provide PG&E with NCPA' s electric load planning data by October
15 of each year. Such electric load planning data shall contain the best estimate of
NCPA' s electric system load for the next five-year period being served at Points
of Interconnection." The MSS Agreement states that "NCPA shall provide to the
CAISO annually its ten-year forecasts of Demand growth . . . Such forecast shall
be provided on the date that Utility Distribution Companies are required to
provide similar forecasts and shall be provided in accordance with the CAISO
Tariff." Changing regulations, such as resource adequacy and NERC reporting,
may generate new forecasting requirements and deadlines .
Each Participant may also have its own internal forecast requirements that
may be different from the requirements established by PG &E, CAISO, CEC, and
NCPA. When Participants have a need to update their forecasts, NCPA will
incorporate such updated forecast information in its database. NCPA will use a
1
SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 3
Participant' s most recent forecast held in the NCPA database when fulfilling
reporting and regulatory requirements, as they may exist. In addition to using a
Participant' s most recent forecast held in the NCPA database to fulfill reporting
and regulatory requirements, NCPA will use such data for budget and invoicing
purposes, and to develop load and resource balance information pursuant to
Section 5 of this Agreement.
Section 2. Data Requirements. Pursuant to California Code of Regulations,
Title 20, Section 1306(a) (1) and 1307(a) (1), the CEC requires each energy service
provider, electric retailer, gas retailer, utility distribution company and local
distribution company that sells electricity or gas to end-use customers in
California to report, on a quarterly basis, monthly electric and natural gas sales
data. When Participants submit this data directly to the CEC, Participants shall
also provide a copy of the data to NCPA staff. Instructions and timelines for
submitting this data may be found in the CEC publication "Electric/Gas Sales
and Electric Generation Data Collection, Forms and Instructions", dated May
2001 . The instructions are also available on the CEC website, and can be accessed
using the following web address:
http ://www.energy. ca. gov/electricity/forms .html
Participants shall submit to NCPA estimated future energy and demand
savings resulting from implementation of energy efficiency programs. For
2
SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 3
Participants that submit their own forecasts to NCPA these savings should be
stated separately from their energy and peak demand forecasts. If a Participant
does not submit energy efficiency program estimates to NCPA, NCPA will
assume that no energy efficiency programs have been implemented by the
Participant.
Participants shall also submit to NCPA estimates of their load
management and/or demand response programs . A load management and/or
demand response program is generally described as a program in which the
utility can request (or require) a customer to curtail load during times of system
distress . For example, a residential air conditioning cycling program is
considered as a load management program in the context of this Agreement.
Participants shall report to NCPA a summary of all of its load management
and/or demand response programs by September 15 of each Calendar Year.
Throughout the year Participants shall report any changes or revisions to these
programs and their expectation of use, especially during the peak summer
periods . If a Participant does not submit load management and/or demand
response estimates to NCPA, NCPA will assume no load management and/or
demand response programs have been implemented by the Participant.
Section 3. Forecasts. In order to meet long-term forecasting requirements
Participants may choose to submit .their own forecast or provide NCPA the
3
SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 3
historical data required for NCPA to develop a long-term forecast for the
Participant. A Participant submitting its own forecasts to NCPA shall do so
whenever the forecast is updated to ensure NCPA has current forecast
information. NCPA will develop revised forecasts in early fall of each year.
Each fifteen-year forecast shall include monthly energy (i.e ., MWh measured at
the city meter(s)) and peak demand (i.e. MW integrated over the hour as
measured at city meter) . The fifteen-year forecasts of monthly energy and peak
demand will be allocated to integrated hourly values by NCPA. The allocation
of forecast information should be made so NCPA can derive monthly coincident
peak demand forecasts for each Participant, and have available a forecast of
hourly loads for use by NCPA in the Plexos Modeling . Plexos Modeling is a
software tool that is used in the Annual Budget process and for long-term
resource planning.
The process used to develop forecasts, and the type of data used to
develop forecasts, shall remain dynamic in nature and may deviate from the
process described in this Pooling Schedule to meet revised requirements and/or
due dates driven by an ever-changing regulatory environment. As such, these
data requirements, forecasts, and due dates are subject to change. NCPA will
update this Pooling Schedule to reflect such change when appropriate.
4
SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 3
Each year, NCPA will produce and distribute a table showing the due
dates for all data and forecast submittals . The table will summarize the data
requirements and due dates for the data, and will summarize which Participants
are required to submit data to NCPA in accordance with the published schedule
for the upcoming Fiscal Year. It will also summarize data and forecast
requirements that NCPA must comply with in reporting forecast information to
state, federal, and other regulatory entities.
Section 4. Long_Term Forecast Scenarios . If long-term forecast scenarios are
required by NCPA or a regulatory authority, NCPA will develop the scenarios in
coordination with the Participants.
Section 5 . Long-Term Forecast Documentation. Participants that produce
their own forecasts shall provide relevant documentation and support, and will
make staff available to provide explanations of their forecast methodology to the
applicable regulatory authorities, as requested .
Section 6. Short-Term Forecasts. NCPA will develop all short-term forecasts,
and will include input from Participants in such forecasts when provided . These
forecasts include the active day, day-ahead, week-ahead and month-ahead time
frames . The active-day forecasts are used to balance Pool load and system sales
and/or purchases in the CAISO intra-day markets. The day-ahead forecasts are
used to balance Pool load and system sales and/or purchases in the CAISO day-
5
SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 3
ahead markets . The rolling week-ahead forecasts are submitted to the CAISO on
a daily basis as required by the CAISO Tariff and the MSS Agreement. The
month-ahead forecasts are used to develop pre-month scheduling plans.
Monthly forecasts will integrate information included in the long-term and short-
term forecasts, and will include information such as current weather information,
economic and demographic data, and will include other relevant factors and
inputs provided by the Participants .
6
SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 3
POOLING SCHEDULE 4
NCPA CAPACITY POOL
Section 1. NCPA Capacity Pool. Pursuant to Section 5 .2 of this Agreement,
each Participant is required to comply with capacity reserve requirements
established by its applicable regulatory authority. Each Participant may comply
with such requirements by either participating in the NCPA Capacity Pool or by
providing a compliance demonstration pursuant to the rules and criteria
established by its applicable regulatory authority. This Pooling Schedule 4
establishes the rules and criteria for participating in the NCPA Capacity Pool,
and includes the NCPA Capacity Pool Capacity Transfer Process .
The NCPA Capacity Pool participants recognize that to achieve a high
degree of reliability in the electric service supplied to their customers, an amount
of resources sufficient to meet both the immediate loads of their customers and
to also permit maintenance, to provide for planning and forced generation
outages, and to account for load forecast errors is required. In order to achieve a
high degree of reliability in the electric service supplied to their customers, the
NCPA Capacity Pool participants have elected to develop a common set of
mandatory standards and criteria against which Participants that elect to
participate in the NCPA Capacity Pool will be measured to determine if
1
SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
Participants have acquired sufficient capacity to maintain the desired high
degree of reliability.
The CAISO Tariff contains provisions requiring all load serving entities
that have a peak demand exceeding one (1 ) MW, and that serve demand within
the CAISO balancing authority area, to demonstrate that they have acquired
sufficient capacity to meet both a planning reserve margin established by their
applicable regulatory authority, and local capacity area resource requirements
established by the CAISO. Each of the Participants currently operates within the
CAISO balancing authority area as Load Following Metered Subsystem Entities
and are signatories to the MSS Agreement. Pursuant to the CAISO Tariff Load
Following Metered Subsystem Entities are required to provide to the CAISO a
resource adequacy plan and to comply with local capacity area resource
requirements established by the CAISO.
The right to establish certain requirements set forth in the CAISO Tariff
has been delegated to the Participant' s applicable regulatory authority. As a
result, the NCPA Capacity Pool participants have been granted the right to
establish the following provisions which are utilized within the overall
compliance program:
(i) planning reserve margin, and
2
SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
rule and criteria for calculating Qualifying Capacity and eligible
resource types
The NCPA Capacity Pool allows Participants to aggregate capacity
resources to comply with capacity reserve requirements, and to establish a
mechanism to transfer surplus capacity among the NCPA Capacity Pool
participants, as required . As further described below, there are rules and criteria
for participating in the NCPA Capacity Pool, and rules and criteria used to
coordinate the transfer of capacity between participants in the NCPA Capacity
Pool.
Section 2. General Rules and Criteria for Participating in the NCPA
Capacity
2. 1 Participation. Participation in the NCPA Capacity Pool is
voluntary. In order to participate in the NCPA Capacity Pool during the
applicable compliance period, a Participant must inform NCPA, in writing, of its
election to participate in the NCPA Capacity Pool two (2) weeks after the later of
the.
(i) July Commission meeting;
(ii) date on which the capacity prices for system and local area
capacity are developed and approved by the Commission; or
3
SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
(iii) date on which the CAISO and/or CEC publishes the final local
area capacity requirements and monthly coincident peak demand determination
information that will be used to calculate each Participant' s capacity reserve
obligation.
Such election must be made prior to the annual system and local area
compliance deadline for the applicable compliance period . Additional elections
as described in this Pooling Schedule 4 are also due to be submitted as part of the
annual election to participate. Once a Participant has elected to participate in the
NCPA Capacity Pool, the Participant must continue to participate in the NCPA
Capacity Pool in accordance with Pooling Schedules 4 and 5 for a minimum of
one (1) year before it may elect to withdraw from the NCPA Capacity Pool. Once
a Participant has elected to participate in the NCPA Capacity Pool, the
Participant will continue to be recognized as a NCPA Capacity Pool participant
until a notice of withdrawal has been received by NCPA from the participant. If
a participant elects to withdraw from the NCPA Capacity Pool, the notification of
withdrawal must be made to NCPA, in writing, on the same date in which
Participants are required to elect to participate in the NCPA Capacity Pool for the
applicable compliance period . Once a Participant has withdrawn from the
NCPA Capacity Pool the Participant may not elect to rejoin the NCPA Capacity
Pool until the specified election date for the compliance year following the
4
SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
compliance year from which it has withdrawn (i.e ., minimum one (1) year
withdrawal) .
2 .2 Delegation of Authority. NCPA Capacity Pool participants are
required to comply with common rules and criteria unless a participant identifies
within its election to participate its choice to limit the type of resources that are
eligible to be recognized as qualifying capacity in accordance with Pooling
Schedule 5 . In such case, the participant choosing not to include an identified
resource type within its compliance demonstration will be unable to transfer
such capacity within the NCPA Capacity Pool in accordance with Pooling
Schedule 4. Other than any elected exception, the common rules and criteria are
documented within the NCPA Capacity Pool Resource Adequacy Program
contained in Pooling Schedule 5 . Included within the NCPA Capacity Pool
Resource Adequacy Program are common standards including the development
of a planning reserve margin and rules and criteria used to calculate resource
adequacy qualifying capacity. By electing to become a participant in the NCPA
Capacity Pool, and by executing this Agreement, a Participant, and its applicable
regulatory authority, are therefore delegating the authority granted to it, as
stated in the CAISO tariff, to establish an applicable planning reserve margin and
to develop a common set of rules and criteria used to calculate resource
adequacy qualifying capacity to the Commission.
5
SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
2.3 Establishment of Common Rules and Criteria for Compliance.
Each of the NCPA Capacity Pool participants shall comply with the common
rules and criteria contained in the NCPA Capacity Pool Resource Adequacy
Program documented within Pooling Schedule 5 unless a participant chooses to
elect to limit the type of resources that are eligible to be counted as qualifying
capacity. For example, a participant may elect not to include Firm Energy
Contracts as qualifying capacity within its compliance demonstration. Such
election will be incorporated into the capacity transfer process. The NCPA
Capacity Pool Resource Adequacy Program establishes the following categories
of common rules and criteria:
(i) compliance demonstration;
(ii) demand forecast determination;
(iii) planning reserve margin;
(iv) CAISO authority to dispatch NCPA generation facilities;
(v) resource adequacy qualifying capacity rules and criteria; and
(vi) compliance and enforcement.
2.4 System and Local Area Capacity Resource Demonstrations. NCPA,
acting as Scheduling Coordinator, on behalf of the NCPA Capacity Pool
participants, is required to submit an annual and monthly system capacity
demonstration and an annual local area capacity demonstration to the CAISO .
6
SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
These demonstrations will be made according to the schedule and format
specified within the NCPA Capacity Pool Resource Adequacy Program. NCPA
will evaluate each individual NCPA Capacity Pool participant' s portfolio to
determine if that participant maintains an amount of capacity that is either
surplus or deficient relative to its system and/or local area capacity reserve
requirements. All capacity transactions with Third Parties and/or among
Participants not executed pursuant to Pooling Schedule 4 will also be included in
this evaluation. The results of this evaluation will be used by NCPA for the
purpose of calculating the transfer of surplus capacity within the NCPA Capacity
Pool, as required . NCPA will submit an aggregate system and local area
capacity demonstration, on behalf of the NCPA Capacity Pool participants and
the non NCPA Capacity Pool Participants to the CAISO . Such demonstrations
will include an amount of capacity that is equal to or less than each Participant's
respective capacity reserve requirement, limited only by the amount of capacity
maintained within a Participant' s portfolio (i.e... only if a Participant maintains an
amount of capacity that is less than their capacity reserve requirement will an
amount of capacity less than the Participant's requirement be included within the
aggregate demonstrations) . This evaluation will be performed in accordance
with Pooling Schedules 4 and 5 . The aggregate system and local area capacity
demonstrations will reflect all capacity transfers within the NCPA Capacity Pool
7
SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
made in accordance with this Pooling Schedule 4, for the applicable compliance
period.
2.5 Transfer of Surplus Capacity At the time a Participant is required
to submit its election to participate in the NCPA Capacity Pool a Participant must
include within its written election: (1 ) its choice to transfer only Type A capacity,
or to transfer both Type A and Type B capacity, (2) its election to participate in
the NCPA Capacity Pool as a Primary participant or a Secondary participant,
and (3) identify any qualifying capacity maintained within its portfolio that it
chooses not to transfer in the NCPA Capacity Pool for all, or a portion of the
applicable compliance year. For example, at the time a new resource is under
construction, and an exact commercial operational date for such resource has not
been confirmed, a participant may choose not to transfer capacity sourced from
such resource in the NCPA Capacity Pool to mitigate its risk of replacement, as
described under this Pooling Schedule 4, that could result if the actual resource
commercial operational date is delayed. Regardless of such election a participant
may continue use such capacity to satisfy its own compliance requirements.
2 . 6 Type A and Type B Election. Each participant is required to elect
the type of capacity it will transfer in the NCPA Capacity Pool. Capacity
transferred in the NCPA Capacity Pool is categorized as either Type A or Type B
capacity. The following is a description of Type A and Type B capacity:
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
(i) Type A capacity is capacity recognized to be qualifying capacity
pursuant to the rules and criteria identified in Pooling Schedule 5, but does not
include qualifying capacity sourced from Firm Energy Contracts or Industry
Standard Contracts with Damages Provisions; and
(ii) Type B capacity is capacity recognized to be qualifying capacity
pursuant to the rules and criteria identified in Pooling Schedule 5, but only
includes qualifying capacity sourced from Firm Energy Contracts or Industry
Standard Contracts with Damages Provisions .
Type A capacity may include both system and/or local area capacity.
Type B capacity includes only system capacity. If a participant fails to make such
election the default election is to transfer both Type A and Type B capacity.
Capacity that is maintained by a NCPA Capacity Pool participant that is surplus
to that participant' s system and/or local area capacity reserve requirement will be
automatically transferred to any and all participants within the NCPA Capacity
Pool that are deficient in meeting their respective system and/or local area
capacity reserve requirement, in accordance with the Pooling Schedule 4. NCPA
Capacity Pool participants who have elected only to transfer Type A capacity
will only be allocated Type A capacity if they are determined to be deficient.
NCPA Capacity Pool participants who have elected to transfer Type A and Type
B capacity will be allocated both Type A and Type B capacity if they are
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
determined to be deficient. NCPA Capacity Pool participants who have surplus
Type A and/or Type B capacity may transfer surplus capacity to those deficient
participants who have elected to transfer each respective capacity type. Such
capacity will be allocated in accordance with this Pooling Schedule 4. Only a
total amount of surplus capacity equal to or less than the total amount of
deficiency within the aggregate NCPA Capacity Pool will be transferred among
participants . Any surplus capacity greater than the aggregate deficiency within
the NCPA Capacity Pool will not be transferred among the NCPA Capacity Pool
participants as part of the NCPA Capacity Pool. The process for transferring
surplus capacity within the NCPA Capacity Pool, and for developing the pricing
of such transfer, is described in this Pooling Schedule 4.
Capacity that is transferred from a NCPA Capacity Pool participant to a
Participant who has not elected to participate in the NCPA Capacity Pool, or to a
Third Party, will be transacted pursuant to a separate agreement.
2.7 Primary Participant and Secondary Participant Election. Each
participant is required to elect to participate in the NCPA Capacity Pool as a
Primary participant or a Secondary participant. If a participant fails to make
such election the default election will be Primary participant. The following is a
description of each type of NCPA Capacity Pool participant:
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
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(i) a Primary participant is a participant who elects to transfer
capacity in all months of the applicable compliance year in which the participant
maintains either a surplus amount of capacity, or is deficient in satisfying its
compliance requirements. Such participation will not be limited to a predefined
set of months selected by the participant; and
(ii) a Secondary participant is a participant who chooses to transfer
capacity only during those months that are preselected by the participant in
which the participant maintains either a surplus amount of capacity, or is
deficient in satisfying its compliance requirements . At the time NCPA Capacity
Pool participant elections are due, a Secondary participant is required to identify
the months during the applicable compliance period in which it will participate
in the NCPA Capacity Pool.
Primary participants will be given priority regarding capacity transferred
in the NCPA Capacity Pool. Secondary participants will only be eligible to
transfer, or receive, capacity through the NCPA Capacity Pool once the
compliance requirements of all Primary participants have been satisfied. For
example, if the amount of surplus capacity available to be transferred in the
NCPA Capacity Pool, in any particular month, is less than or equal to the
deficiency of all Primary participants, all Primary participants will be allocated
such surplus capacity prior to any capacity being allocated to Secondary
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
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participants. Only to the extent that the amount of surplus capacity available to
be transferred in the NCPA Capacity Pool, in any particular month, is greater
than the deficiency of all Primary participants will such excess surplus capacity
be transferred to Secondary participants who are deficient in satisfying their
respective compliance requirements . Pooling Schedule 4 describes the transfer
process that applies to Primary and Secondary participants .
Section 3. NCPA Capacity Pool Transfer Process. One of the objectives of
developing the NCPA Capacity Pool is to create a. process in which capacity
maintained by NCPA Capacity Pool participants that is surplus to their
respective capacity reserve requirement can be transacted in an efficient manner.
As stated in this Pooling Schedule 4, once a Participant has voluntarily elected to
participate in the NCPA Capacity Pool, a Participant will be required to
participate in the automatic capacity transfer process described below. Each
NCPA Capacity Pool participant' s capacity portfolio will be evaluated to
determine if that participant is surplus and/or deficient in complying with the
capacity reserve requirements established by its applicable regulatory authority.
To the extent there are NCPA Capacity Pool participants who maintain capacity
that is surplus to their respective capacity reserve requirements, and there are
NCPA Capacity Pool participants who are deficient in complying with their
respective capacity reserve requirements, NCPA, through this Pooling Schedule
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
and the All Resources Bill, will automatically transfer capacity among the
surplus and deficient NCPA Capacity Pool participants, in accordance with each
NCPA Capacity Pool participant' s Type A and Type B capacity election, and
Primary or Secondary participation election. This capacity transfer process is
described in this Pooling Schedule 4.
391 System and Local Area Capacity Transfer Timing. System and
local area capacity will be transferred in accordance with the schedule described
in this Section of Pooling Schedule 4:
3 . 1 . 1 Local Area Capacity. Local area capacity will be
transferred twice annually. The first local area capacity transfer will be
executed five (5) business days after the date on which Participants are
required to submit an election to participate within the NCPA Capacity Pool,
among participants who have elected to transfer Type A capacity, for the
applicable compliance period . The second local area capacity transfer will be
executed approximately five (5) business days prior to the date the local area
capacity compliance demonstration is due to be submitted to the CAISO.
This transfer process will be conducted prior to any system capacity
transfers because local area capacity is equally effective at meeting both local
area and system capacity requirements .
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
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3 . 12 System Capacity. System capacity will be transferred
twice annually, and once each month during the applicable compliance
period.
(i) The first annual system capacity transfer will be executed five (5)
business days after the date on which Participants are required to submit an
election to participate within the NCPA Capacity Pool, among participants who
have elected to transfer Type A and/or Type B capacity, for the applicable
compliance period . The second annual system capacity transfer will be executed
approximately five (5) business days prior to the date the applicable compliance
demonstration is due to be submitted to the CAISO. This transfer process will be
executed after any local area capacity transfers are conducted . Pooling Schedule
5 describes the annual system capacity reserve requirement and demonstration
process, in which participants will demonstrate an amount of qualifying capacity
that is equal to or greater than ninety percent (90%) of their respective .monthly
coincident peak demand determination plus the monthly planning reserve
margin, established in Pooling Schedule 5, for each or any of the five summer
months, May through September, of the applicable compliance period . Unless
otherwise elected by a participant, only to the extent that a participant's system
capacity position is greater than one-hundred percent (100%) of their respective
monthly coincident peak demand determination plus the monthly planning
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
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reserve margin for each or any of the five summer months, established in Pooling
Schedule 5, for the applicable compliance period, will either Type A and/or Type
B system capacity be transferred from a surplus participant to a deficient
participant through the NCPA Capacity Pool capacity transfer process .
If a participant provides notice to NCPA, in writing, as part of its
election to participate within the NCPA Capacity Pool for the applicable
compliance period, that it would like to transfer Type A and/or Type B system
capacity that is maintained within its capacity portfolio that is in excess of its
ninety percent (90%) annual system .capacity requirement for each or any of the
five summer months, as specified in Pooling Schedule 5, then NCPA will transfer
any Type A and/or Type B capacity that is greater than a participant's annual
system requirement to deficient participants, in accordance with their Type A
and Type B election status, for the duration of the applicable compliance period.
(ii) System capacity will be transferred once monthly, among
participants who have elected to transfer Type A and/or Type B capacity,
approximately five (5) business days prior to the date the applicable compliance
demonstration is due to be submitted to the CAISO. Pooling Schedule 5
describes the monthly system capacity reserve requirement and demonstration
process, in which participants will demonstrate a quantity of qualifying capacity
that is equal to or less than one-hundred percent (100%) of their respective
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
monthly coincident peak demand determination plus the monthly planning
reserve margin, established in Pooling Schedule 5, for the applicable compliance
period.
3.2 System and Local Area Capacity Transfer Billing Process. Amounts
to be paid or charged resulting from the transfer of system and/or local area
capacity among NCPA Capacity Pool participants, pursuant to this Pooling
Schedule 4, for the applicable compliance year will be included within the All
Resources Bill. The total amount of funds transacted in the annual transfer of
system and local area capacity within the NCPA Capacity Pool will be paid to or
charged to the appropriate participants within the All Resources Bill in twelve
(12) equal monthly payments over the duration of the applicable compliance
year. The total amount of funds transacted in the monthly transfer of system
capacity within the NCPA Capacity Pool will be paid to or charged to the
appropriate participants within the All Resources Bill the month following the
transfer of capacity.
3.3 Development of Capacity Balance for Capacity transfer Process
and Compliance Demonstrations . For each applicable capacity transfer and
compliance period, NCPA will develop a capacity balance for each of the NCPA
Capacity Pool participants. A revised and updated capacity balance will be
distributed to the NCPA Capacity Pool participants prior to the submission of
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
each resource adequacy demonstration to the CAISO (including both annual and
monthly submissions developed and provided in accordance with Pooling
Schedule 5) . Each NCPA Capacity Pool participant is responsible for reviewing
the current capacity balance distributed by NCPA to ensure all capacity that is
maintained by the participant is accounted for and reflected accurately in the
capacity balance. If a NCPA Capacity Pool participant identifies a. discrepancy in
the current capacity balance developed and distributed by NCPA, the participant
must contact NCPA to inform NCPA of the discrepancy. If, per mutual
agreement between the participant and NCPA, it is determined that a correction
to the current capacity balance is required, NCPA will update and redistribute
the capacity balance. If NCPA has not received notice from a NCPA Capacity
Pool participant(s), within three (3) days prior to the applicable capacity transfer
or resource adequacy annual or monthly demonstration deadline, that there is a
discrepancy in the current capacity balance, the capacity balance will be deemed
accurate and will be made final, and will be used for the next applicable capacity
transfer process and/or resource adequacy demonstration.
3 .4 Evaluation of Surplus/Deficient Capacity Positions for Capacity
Transfer Process . Once the applicable capacity balance developed by NCPA has
been certified and deemed final, NCPA will evaluate each NCPA Capacity Pool
participant' s resulting system and/or local area capacity balance to determine if
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
they maintain system and/or local area capacity - that is surplus to their needs, or
if they maintain system and/or local area capacity that is deficient in meeting its
capacity reserve requirement for the applicable compliance period. This analysis
will separately account for each type of capacity that qualifies as Type A or Type
B capacity. Type A and Type B capacity will be used in the following manner to
satisfy a participant' s capacity reserve requirement:
(i) A participant' s Type A capacity will be used first to meet its
system and/or local area capacity reserve requirement;
(ii) If a participant' s total amount of Type A local area capacity is
equal to or less than its local area capacity reserve requirement, then the total
amount of the participant' s Type A local area capacity will be used to satisfy its
capacity reserve requirements;
(iii) If a participant' s total amount of Type A local area capacity is
greater than its local area capacity reserve requirement, then the amount of Type
A local area capacity that is surplus to its need will be treated as surplus local
area capacity that is available for transfer unless the following conditions apply :
1 The objective of step 3 is to provide a participant who maintains surplus local
area capacity, but who is deficient in meeting its system capacity reserve
requirement, the ability to simultaneously sell local area capacity and buy system
capacity to maximize the amount of surplus local area capacity available for
transfer within the NCPA Capacity Pool. Only to the extent that there is
insufficient system capacity available for transfer from the NCPA Capacity Pool
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
(a) if a participant's total amount of Type A and Type B
system capacity is less than its system capacity reserve requirement not met with
Type A local area capacity, and there is insufficient surplus system capacity
available for transfer from the NCPA Capacity Pool to fulfill its system capacity
reserve requirement, an amount of the participant' s surplus local area capacity
will be used to meet its remaining system capacity reserve requirement, or
(b) if a participant's total amount of Type A and Type B
system capacity is less than its system capacity reserve requirement not met with
Type A local area capacity, and the total amount of the participant' s surplus local
area capacity cannot be transferred to other participants within the NCPA
Capacity Pool, an amount of the participant' s surplus local area capacity which
cannot be transferred to other participants within the NCPA Capacity Pool will
be used to meet a portion or all of its remaining system capacity reserve
requirement.
(iv) If a participant's total amount of Type A system capacity is
equal to or less than its system capacity reserve requirement not met with Type
to meet the participant' s system capacity reserve deficiency, or if the total
amount of the participant' s surplus local area capacity cannot be transferred
within the NCPA Capacity Pool, will a quantity of that participant' s surplus local
area capacity be used to meet its system capacity reserve requirements above the
amount used to meet its local area capacity reserve requirement.
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
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A local area capacity, then the total amount of the participant' s Type A system
capacity will be used to satisfy its capacity reserve requirement;
(v) If a participant' s total amount of Type A system capacity is
greater than its system capacity reserve requirement not met with local area
capacity, then the amount of Type A system capacity that is surplus to its total
needs will be treated as surplus system capacity that is available for transfer; and
(vi) If a participant' s total amount of Type A capacity is less than its
system capacity reserve requirement then an amount of Type B capacity equal to
or less than its remaining system capacity reserve requirement, that has not been
met with Type A local area capacity and Type A system capacity, will be used to
meet its need, otherwise any amount of Type B capacity that is greater than its
remaining system capacity reserve requirement will be treated as surplus system
capacity that is available for transfer.
NCPA will evaluate the capacity balance of each participant to determine
if any NCPA Capacity Pool participants are deficient in meeting their applicable
system and/or local area capacity reserve requirements . If a single or a collection
of NCPA Capacity Pool participants are deficient in meeting their applicable
system and/or local area capacity reserve requirements, NCPA will calculate the
total amount of system and/or local area deficiency within the NCPA Capacity
Pool. Once any deficiency has been confirmed, NCPA will determine if any
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
NCPA Capacity Pool participants maintain surplus system and/or local area
capacity within the NCPA Capacity Pool that could either partially or fully offset
the identified deficiency. Such surplus capacity will be distinctly accounted for
as Type A local area capacity, Type A system capacity or Type B system capacity.
If the total amount of surplus system and/or local area capacity within the NCPA
Capacity Pool is equal to or less than the total system and/or local area
deficiency, all surplus system and/or local area capacity will be transferred
between the surplus and deficient NCPA Capacity Pool participants limited only
by each participant's election to transfer Type A and/or Type B capacity, and
each Participant' s election to participate in the NCPA Capacity Pool as a Primary
or Secondary participant. If the total amount of surplus system and/or local area
capacity within the NCPA Capacity Pool is greater than the total system and/or
local area deficiency, only an amount of surplus system and/or local area
capacity equal to the total system and/or local area capacity deficiency will be
transferred within the NCPA Capacity Pool, limited by each participant' s
election to transfer Type A and/or Type B capacity.
3.5 NCPA Capacity Pool Transfer. Surplus Type A system and/or local
area capacity will be transferred among participants prior to Type B system
capacity. Local area capacity transfers will be identified and completed using
the capacity transfer process prior to system capacity transfers . System capacity
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
transfers will be identified and completed using the capacity transfer process
only after the initial local area capacity transfers have been completed . If a
NCPA Capacity Pool participant(s) has been found to be deficient in meeting a
system and/or local area compliance requirement, and an amount of surplus
system and/or local area capacity has been identified to be available for transfer,
then NCPA, acting as NCPA Capacity Pool administrator, will transfer the
identified surplus system and/or local area capacity to the NCPA Capacity Pool
participants) that are deficient in meeting a capacity reserve requirement. If the
total amount of surplus system and/or local area capacity available for transfer,
in a specific month, is equal to or less than the total deficiency of all Primary
participants, such surplus capacity will only be transferred to Primary
participants and no surplus capacity will be transferred to Secondary
participants. If the total amount of surplus system and/or local area capacity
available for transfer, in a specific month, is greater than the total deficiency of all
Primary participants, Secondary participants will be transferred a share of such
excess surplus capacity in accordance with the transfer process described below.
Only the type of capacity elected to be transferred by a participant, either Type A
and/or Type B capacity, will be transferred to the deficient participant if
available . The amount of surplus system and/or local area capacity that will be
transferred between surplus and deficient participants will be equal to or less
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
than the amount of deficiency identified and limited only by each deficient
participant' s capacity type election. Any surplus system and/or local area
capacity in excess of the total identified system and/or local area deficiencies will
not be transferred within the NCPA Capacity Pool. The following steps will be
used to transfer surplus system and/or local area capacity within the NCPA
Capacity Pool:
(i) Using the final capacity balance developed by NCPA, NCPA
will identify the quantity of capacity deficiency for each NCPA Capacity Pool
participant who has been found to be deficient in meeting its applicable capacity
reserve requirement;
(ii) Using the information developed in this Pooling Schedule 4,
NCPA will identify the quantity of capacity that is surplus to each NCPA
Capacity Pool participant' s need, by category (i.e., Type A local area capacity,
Type A system capacity or Type B system capacity), which is available for
transfer;
(iii) NCPA will calculate the total quantity of surplus capacity
available for transfer, by category (i.e ., Type A local area capacity, Type A system
capacity or Type Bisystem capacity), within the NCPA Capacity Pool;
(iv) NCPA will calculate each surplus participant' s proportionate
share of the total NCPA Capacity Pool surplus by category (i.e., Type A local
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
area capacity, Type A system capacity or Type B system capacity), which is
available for transfer;
(v) A quantity of surplus capacity equal to the lesser of one (1 ) MW
or the deficient participant' s calculated deficiency, will be allocated to the
deficient Primary participant based on its respective capacity type election,
unless the total amount of surplus capacity available for transfer (as calculated in
step 3) is less than the total amount to be transferred under this step 5, in which
case the total amount of surplus capacity will be equally allocated to each
deficient Primary participant, but such amount shall not exceed a deficient
Primary participant' s total deficiency2; - T"
(vi) If after step (v) of the transfer process an amount of surplus
capacity remains available, a quantity of surplus capacity equal to or less than
the remaining total amount of NCPA Capacity Pool Primary participants'
deficiency will be allocated, by capacity type, to the deficient Primary
participants based on their proportionate share of the remaining NCPA Capacity
Pool Primary participants' deficiency. A participant will only be allocated the
capacity type(s) it has elected to transfer,
2 Step 5 of the capacity transfer process is intended to ensure all deficient Primary
participants, regardless of the size of their respective deficiency as compared to
other Primary participants, will receive a transfer of surplus capacity that is
equal to the lesser of one (1) MW or their respective deficiency, pending the
availability of surplus capacity.
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
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(vii) If an amount of surplus capacity remains available, in a given
month, after the deficiency of all Primary participants has been fully satisfied,
such remaining surplus capacity will be proportionately allocated, by capacity
type, to Secondary participants who are deficient in meeting their respective
compliance requirement for those months that each Secondary participant has
elected to participate in the NCPA Capacity Pool. The amount of surplus
capacity transferred to Secondary participants will not exceed a Secondary
participant' s deficiency; and
(viii) The total amount paid for the quantity of surplus capacity
transferred to deficient participants will be allocated to the surplus participants
based on their proportionate share of the total NCPA Capacity Pool surplus by
category (i.e., Type A local area capacity, Type A system capacity or Type B
system capacity) .
The results of the capacity transfers will be accounted for in the applicable
capacity demonstration for the term of the transfer.
3.6 Assignment of Charges or Penalties for Disqualified System and
Local Area Capacity. Once system and local area capacity demonstrations are
submitted to the CAISO, the CAISO will evaluate the demonstration to
determine if it is in compliance with the applicable capacity reserve
requirements . Pursuant to the CAISO Tariff, CAISO will review such
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
demonstrations and will identify if such satisfies a participant' s compliance
requirement. Pursuant to this review, if the CAISO disqualifies an amount of
capacity that is maintained within a NCPA Capacity Pool participant' s portfolio,
CAISO will provide notice to the participant' s Scheduling Coordinator that such
capacity has been disqualified. At such time the disqualified capacity may be
replaced by the participant in accordance with the rules and timelines set forth in
the CAISO Tariff. If NCPA, acting as Scheduling Coordinator on behalf of the
participants, receives notice from the CAISO that it has disqualified an amount of
capacity that is maintained within a NCPA Capacity Pool participant' s portfolio,
NCPA will promptly notify those participants impacted by such notice. If as a
result of CAISO' s disqualification of such capacity NCPA incurs a penalty or
charge from the CAISO, the penalty or charge incurred by NCPA will be
allocated to the Participant(s) that maintained such capacity within its portfolio
prior to any system and/or local area capacity transfers . This allocation
methodology will ensure that any capacity that is transferred within the NCPA
Capacity Pool transfer process that is disqualified by the CAISO, and which
results in the assessment of charges or penalties, will not result in harm to the
procuring party, but instead provides an incentive to the selling party to provide
fully qualified capacity to the NCPA Capacity Pool.
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
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3.7 Assignment of Non-Availability Charges and Availability Incentive
Payments . Once system and/or local area capacity demonstrations are submitted
to the CAISO, the CAISO will measure the performance of such capacity in
accordance with the provisions of the CAISO Tariff. Pursuant to this review, if
the CAISO determines that such capacity has failed to perform in accordance
with the provisions of the CAISO Tariff resulting in non-availability charges
being assessed to NCPA, or if the CAISO determines that such capacity has
exceeded the performance standards in accordance with the provisions of the
CAISO tariff resulting in the credit of availability incentive payments to NCPA,
such charges and/or incentive payments will be allocated to Participant(s) that
maintained such capacity within its portfolio prior to any system and/or local
area capacity transfers . This allocation methodology will ensure that any
capacity that is transferred within the NCPA Capacity Pool transfer process that
either does not perform in accordance with the CAISO Tariff, or that exceeds the
performance standards in accordance with the provisions of the CAISO Tariff,
will not harm or provide an availability benefit to the procuring party, but
instead will provide an incentive to the selling party to offer capacity that meets
or exceeds the CAISO availability requirements contained within the CAISO
tariff to the NCPA Capacity Pool transfer process .
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
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3 .8 Development of Capacity Transfer Pricing. All Capacity
transferred between participants within the NCPA Capacity Pool will be priced
in accordance with the provisions found within this section. Capacity pricing for
both system and local area capacity will be developed for use by the NCPA
Capacity Pool participants, and will not be effective for other non NCPA
Capacity Pool capacity transfers that NCPA may administer. Capacity pricing
for both system and local area capacity will be developed annually, and will be
established pursuant to Commission adoption and approval that will take place
at the Commission meeting held in July. If capacity prices for both system and
local area capacity are not adopted and approved by the Commission at the
Commission meeting held in July, capacity prices for both system and local area
capacity will be adopted and approved by the Commission during the next
available Commission meeting.
18 . 1 System and Local Area Capacity Pricing Alternatives .
The following alternatives or methodologies, or a combination of such, may
be utilized to develop a system and local area capacity price that will be used
within the NCPA Capacity Pool transfer process:
(i) negotiated price;
(ii) market price survey, formal or informal request for proposal; of
(iii) CAISO backstop procurement proxy value of capacity.
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
An ad hoc group of NCPA Capacity Pool participants will be organized to
develop and propose a system and local area capacity price to the Commission
for adoption and approval, in a timeframe consistent with the approval process
described in this Pooling Schedule 4. If the established ad hoc group of NCPA
Capacity Pool participants is unable to collectively develop and propose a system
and local area capacity price to the Commission for adoption and approval, in a
timeframe consistent with the approval process described in this Pooling
Schedule 4, a default price will be established for system and local area capacity
as described in this Pooling Schedule 4.
3 .8 .2 Default System and Local Area Capacity Price. In the
event an established ad hoc group of NCPA Capacity Pool participants is
unable to collectively develop and propose a system and/or local area
capacity price to the Commission for adoption and approval, in a timeframe
consistent with the approval process described in this Pooling Schedule 4,
the following default system and local area capacity pricing methodologies
will be used to derive prices that will be used within the NCPA Capacity
Pool transfer process:
(i) the system capacity price that will be used for capacity transfers
within the NCPA Capacity Pool will be equal to the CAISO
proxy value of capacity, established within the CAISO Tariff, for
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
backstop procurement multiplied by fifty percent (50%); the
system capacity price, expressed as a formula, is.
(a) System Capacity Price ($/kW-year) = CAISO Proxy Value
of Backstop Capacity * 0 .5
(ii) the local area capacity price that will be used for capacity
transfers within the NCPA Capacity Pool will be equal to the CAISO proxy value
of capacity, established within the CAISO Tariff, for backstop procurement,
expressed as a formula.
(b) Local Capacity Price ($/kW-year) = CAISO Proxy Value
of Backstop Capacity
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 4
POOLING SCHEDULE 5
NCPA CAPACITY POOL RESOURCE ADEQUACY PROGRAM
Section 1. Resource Adequacy Program. The NCPA Capacity Pool
participants recognize that to achieve a high degree of reliability in the electric
service supplied to their customers, an amount of resources sufficient to meet
both the immediate loads of their customers, and to also permit maintenance, to
provide for planned and forced outages, and to account for load forecast errors is
required . In order to achieve a high degree of reliability in the electric service
supplied to their customers, the NCPA Capacity Pool participants have
established this resource adequacy program to accomplish this goal, as found in
this Pooling Schedule 5, which includes the following information and
requirements.
(i) Applicability;
(ii) Compliance Demonstration;
(iii) Demand Forecast;
(iv) Planning Reserve Margin;
(v) CAISO Authority to Dispatch Qualifying Capacity;
(vi) Qualifying Capacity Rules and Criteria; and
(vii) Compliance and Enforcement.
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 5
This NCPA Capacity Pool resource adequacy program has been
developed to coordinate with the rules and requirements incorporated in the
CAISO Tariff. This NCPA Capacity Pool resource adequacy program may be
modified by vote of the Commission. Any modifications to the NCPA Capacity
Pool resource adequacy program will be developed in accordance with the
Commission approval process . NCPA acts as Scheduling Coordinator on behalf
of the NCPA Capacity Pool participants . Capitalized terms not otherwise
defined within this Agreement shall be defined as set forth in the Master
Definitions Supplement of the MRTU Tariff.
Section 2. Applicability. Pursuant to Section 40 of the CAISO Tariff all Load
Serving Entities ("LSE") and their respective Scheduling Coordinators, with
limited exemptions, are subject to certain resource adequacy requirements based
. on its election of LSE status . The participants currently operates within the
CAISO balancing authority area as Load Following Metered Subsystem entities
and are signatories to the MSS Agreement, and are recognized as Load Following
Metered Subsystem entities regarding the application of resource adequacy
requirements. The NCPA Capacity Pool participants are required to comply
with the requirements encompassed within this resource adequacy program and
the CAISO Tariff, as applicable.
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The right to establish certain requirements set forth in the CAISO Tariff
has been delegated to the local regulatory authority of each applicable LSE. As a
result, the NCPA Capacity Pool participants have been granted the right to
establish the following provisions which are utilized within the NCPA Capacity
Pool Resource Adequacy Program.
(i) planning reserve margin, and
(ii) qualifying capacity rules and criteria, per resource type.
Pursuant to Pooling Schedule 4 the NCPA Capacity Pool participants, and
their respective authority(s) of competent jurisdiction, have delegated authority
to establish an effective planning reserve margin and to define rules and criteria
for calculating qualifying capacity to the Commission. As a result, the
Commission has established within this NCPA Capacity Pool Resource
Adequacy Program both the planning reserve margin and qualifying capacity
rules and criteria that are applicable to each of the NCPA Capacity Pool
participants . The planning reserve margin and qualifying capacity rules and
criteria found within this Pooling Schedule 5 are meant to establish a common
baseline set. of rules applicable to the NCPA Capacity Pool participants . The
adopted planning reserve margin is found in this Pooling Schedule 5 . The
adopted qualifying capacity rules and criteria are found in this Pooling Schedule
5 .
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
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Section 3. Compliance Demonstration. Pursuant to the NCPA Capacity
Pool Resource Adequacy Program and the CAISO Tariff, the NCPA Capacity
Pool participants are required to provide a system and local area resource
adequacy demonstration to the CAISO that sets forth the amount of capacity
either procured or self-provided by the NCPA Capacity Pool participants to
satisfy the obligations described below. As a result, NCPA will submit, on behalf
of the NCPA Capacity participants, the following information to the CAISO:
3 . 1 Submission of Annual System Resource Adequacy Demonstration.
NCPA will submit an aggregate annual system resource adequacy
demonstration to the CAISO for the applicable compliance period, on behalf of
the NCPA Capacity Pool participants acting as Scheduling Coordinator, on a
schedule and in a format set forth by the CAISO Tariff and the CAISO business
practice manual for reliability requirements . The annual system resource
adequacy demonstration will include an aggregate monthly coincident peak
demand determination for the NCPA Capacity Pool participants for each of the
five summer months, May through September, of the applicable compliance
period, established pursuant to this Pooling Schedule 5, and identify the
megawatt ("MW") quantity of Resource Adequacy Qualifying Capacity,
established pursuant to this Pooling Schedule 5, that the NCPA Capacity Pool
participants will rely upon to satisfy at least ninety percent (90%) of their
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 5
respective monthly coincident peak demand determinations plus the monthly
planning reserve margin, established in this Pooling Schedule 5, for each of the
five summer months, May through September, of the applicable compliance
period .
3 .2 Submission of Monthly System Resource Adequacy Demonstration.
NCPA will submit an aggregate monthly system resource adequacy
demonstration to the CAISO for the applicable compliance period, on behalf of
the NCPA Capacity Pool participants acting as Scheduling Coordinator, on a
schedule and in a format set forth by the CAISO Tariff and the CAISO business
practice manual for reliability requirements . The monthly system resource
adequacy demonstration will include an aggregate monthly coincident demand
determination for the NCPA Capacity Pool participants for the relevant
reporting month of the applicable compliance period, established pursuant to
this Pooling Schedule 5, and identify the megawatt ("MW" ) quantity of resource
adequacy qualifying capacity, established pursuant to this Pooling Schedule 5,
that the NCPA Capacity Pool participants will rely upon to satisfy one-hundred
percent (100%) of their respective monthly coincident demand determinations
plus the monthly planning reserve margin, established in this of Pooling
Schedule 5, for the relevant reporting month of the applicable compliance period.
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33 Submission of Annual Local Area Resource Adequacy
Demonstration. NCPA will submit an aggregate annual local area capacity
resource adequacy demonstration to the CAISO for the applicable compliance
period, on behalf of the NCPA Capacity Pool participants acting as Scheduling
Coordinator, on a schedule and in a format set forth by the CAISO Tariff and the
CAISO business practice manual for reliability requirements. The annual local
area resource adequacy demonstration will identify the megawatt ("MW" )
quantity of resource adequacy qualifying capacity, established pursuant to this
Pooling Schedule 5, qualified as local capacity area resources that the NCPA
Capacity Pool participants will rely upon to satisfy the NCPA Capacity Pool
participants aggregate allocated responsibility for procurement of local capacity
area resources determined pursuant to the CAISO Tariff. The NCPA Capacity
Pool participant' s allocated responsibility for procurement of local capacity area
resources is based on the NCPA Capacity Pool participant' s proportionate share
of the Transmission Access Charge ("TAC") area load at the time of the CAISO' s
annual coincident peak demand set forth in the annual peak demand forecast for
the next applicable compliance period, as determined by the California Energy
Commission ("CEC") . Those local capacity area resources identified within the
annual local area capacity resource adequacy demonstration will count towards
the NCPA Capacity Pool participants overall system capacity requirements in
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addition to meeting the NCPA Capacity Pool participant' s local resource
adequacy requirements .
3 .4 Submission of Annual and Monthly Resource Adequacy SU lv
Plans. A Load Following Metered Subsystem LSE is not required, pursuant to
the CAISO Tariff, to provide the CAISO with annual and monthly resource
adequacy Supply Plans for resource adequacy qualifying capacity that is used to
meet its own system and local area resource adequacy compliance obligations .
To the extent that a Load Following Metered Subsystem LSE provides resource
adequacy qualifying capacity to a reserve sharing Load Serving Entity or a
modified reserve sharing Load Serving Entity, its Scheduling Coordinator is
required to provide the CAISO with annual and monthly resource adequacy
Supply Plans for this quantity of resource adequacy qualifying capacity. As a
result, NCPA will submit annual and monthly resource adequacy Supply Plans
to the CAISO on behalf of the NCPA Capacity Pool participants (if required), on
a schedule and in a format set forth in the CAISO Tariff and the CAISO business
practice manual for reliability requirements . Both the annual and monthly
resource adequacy Supply Plans shall include a listing of the NCPA Capacity
Pool participant' s commitments to provide resource, adequacy qualifying
capacity to any reserve sharing Load Serving Entity or modified reserve sharing
Load Serving Entity for the applicable compliance period.
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Section 4. Demand Forecast. Pursuant to the CAISO Tariff, the NCPA
Capacity Pool Resource Adequacy Program, as established in this Pooling
Schedule 5, shall utilize the monthly coincident peak demand determination
provided by the CEC for the applicable compliance period, which are based on
demand forecast data ("Demand Forecast" ) submitted to the CEC by the NCPA
Capacity Pool participants, or, if the CEC does not produce a monthly coincident
peak demand determination for the NCPA Capacity Pool participants, the
monthly coincident peak demand determination produced by the CAISO for the
applicable compliance period for the NCPA Capacity Pool participants in
accordance with the CAISO Tariff and the applicable business practice manual,
using Demand Forecast data submitted to the CAISO by the NCPA Capacity
Pool participants. The monthly coincident peak demand determination
developed and provided by either the CEC or the CAISO are coincident with the
CAISO monthly system peak demand forecast for the applicable compliance
period . If the CEC or the CAISO fail to produce a monthly coincident peak
demand determination for the NCPA Capacity Pool participants, the monthly
coincident peak demand determination that will be used for resource adequacy
compliance in this Pooling Schedule 5 shall be equal to the sum of each NCPA
Capacity Pool partic'ipant' s share of the NCPA Pool' s monthly coincident peak
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Demand Forecasts for the applicable compliance period irrespective of the
CAISO system coincident,peak.
Section 5. Planning Reserve Margin. Each NCPA Capacity Pool participant
shall maintain an amount of resource adequacy qualifying capacity, as described
in this Pooling Schedule 5, equal to no less than one-hundred fifteen percent
(115%) of the NCPA Capacity Pool participant' s peak hourly Demand Forecast
for the applicable compliance period. The resulting fifteen percent (15%)
capacity reserve margin which is in excess of the NCPA Capacity Pool
participant' s peak hourly Demand Forecast, for the applicable month, is referred
to as the planning reserve margin within this Pooling Schedule 5 .
Section 6. CAISO Authority to Dispatch Generation Facilities . As a Load
Following Metered Subsystem Entity, each NCPA Capacity Pool participant is
only required to comply with a limited set of provisions contain within the
CAISO Tariff, and is not required to make available its resource adequacy
qualifying capacity used to meet its capacity reserve requirements to the CAISO
for dispatch in the day-ahead or real-time market. However, the CAISO has
authority to dispatch each Participant' s resource adequacy qualifying capacity
used to meet its capacity reserve requirements pursuant to the terms of the MSS
Agreement.
Section 7. Resource Adequacy Qualifying Capacity Rules and Criteria.
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 5
7. 1 Resource Adequacy Qualifying_Capacit�L. Resource adequacy
qualifying capacity shall be the quantity of capacity from a resource, stated in
megawatts ("MW"), which is listed within the resource adequacy system and
local area capacity demonstration. Resource adequacy qualifying capacity is the
megawatt quantity of capacity from resources, as calculated using the qualifying
capacity rules and criteria, that is used for resource adequacy compliance . The
rules and criteria for determining the type of resources that may be eligible to
provide resource adequacy qualifying capacity and for calculating the quantity
of resource adequacy qualifying capacity provided from eligible resource types is
documented within this Pooling Schedule 5 . Once calculated, the resource
adequacy qualifying capacity will be provided to the CAISO to be used to verify
compliance against submitted resource adequacy compliance demonstrations.
72 Qualifying Capacity Rules and Criteria by Eligible Resource Type .
The types of resources specified in this Pooling Schedule 5 will be eligible to
provide resource adequacy qualifying capacity to the extent that they meet the
criteria for each type of resource set forth in this Pooling Schedule 5 . Net
Dependable Capacity ("NDC" ) terms defined by NERC Generating Availability
Data System ("GADS" ) information will be. used to determine the resource
adequacy qualifying capacity of some of the resource types identified in this
Pooling Schedule 5 . For the purpose of this Pooling Schedule 5, NDC is equal to
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POOLING SCHEDULE 5
Gross Dependable Capacity ("GDC" ) less the unit capacity utilized for unit
station service or auxiliaries . GDC is equal to Gross Maximum Capacity
("GMC" ) modified for seasonal limitations over a specified period of time. GMC
is the maximum capacity a unit can sustain over a specified period of time when
not restricted by seasonal or other deratu-igs.
7.2.1 NCPA System. As defined in the MSS Agreement, the
NCPA System means all transmission and distribution facilities owned or
controlled by the NCPA Capacity Pool participants, and all generating units
within the CAISO balancing authority area owned or controlled by the
NCPA Capacity Pool participants or any individual NCPA Capacity Pool
participant or combination of NCPA Capacity Pool participants.
7.2.2 jointly-Owned Facilities. A jointly-owned facility must
either be identified in Schedule 14 of the MSS Agreement, located within the
NCPA System, a Participating Generator, a System Resource, or a Qualified
Facility to be considered resource adequacy qualifying capacity. The
resource adequacy qualifying capacity for the entire facility will be
determined based on the type of resource as described below in this Pooling
Schedule 5 . The NCPA Capacity Pool participant' s entitlement to the
resource adequacy qualifying capacity of the facility may encompass the
entire resource adequacy qualifying capacity of the facility, or may be
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 5
limited to a portion of the resource adequacy qualifying capacity of the
facility. The total amount of resource adequacy qualifying capacity that may
be identified in the system and/or local area capacity compliance
demonstration is limited to the total jointly-owned facility resource
adequacy qualifying capacity determined in this Pooling Schedule 5 .
7.2.3 Thermal Resources. Thermal generating facilities must
either be identified in Schedule 14 of the MSS Agreement, located within the
NCPA System, a Participating Generator, a System Resource, or a Qualified
Facility to be considered resource adequacy qualifying capacity. The
resource adequacy qualifying capacity of thermal facilities will be based on
Net Dependable Capacity as defined in this Pooling Schedule 5 .
7.2.4 Hydroelectric Resources . Hydroelectric generating
facilities must either be identified in Schedule 14 of the MSS Agreement,
located within the NCPA System, a Participating. Generator, a System
Resource, or a Qualified Facility to be considered resource adequacy
qualifying capacity. The resource adequacy qualifying capacity of a pond or
pumped storage hydroelectric facility will be based on Net Dependable
Capacity as defined in this Pooling Schedule 5, minus variable head de-rate
based on current reservoir levels with average year forecasted inflows. The
resource adequacy qualifying capacity of a run-of-river hydroelectric facility
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 5
will be based on Net Dependable Capacity as defined in this Pooling
Schedule 5, minus actual or forecasted conveyance flow, stream flow, or
canal head de-rate .
7.2.5 Unit-Specific Contracts. Unit-specific contracts willfully
qualify as resource adequacy qualifying capacity. The generating facility
identified in the contract must either be identified in Schedule 14 of the MSS
Agreement, located within the NCPA System, a Participating Generator, a
System Resource, or a Qualified Facility to be considered resource adequacy
qualifying capacity.
7.2.6 Firm Energy Contracts. Firm energy contracts which
contain provisions to ensure reliable physical delivery of energy and that
contain provisions identifying non-delivery as a default condition subject to
contract suspension and/or termination, and that does not require the seller
to source the energy from a particular unit, but specifies a delivery point
internal to the CAISO balancing authority area .will fully qualify as resource
adequacy qualifying capacity. .
7.2.7 Industry tandard Contracts with Damages Provisions .
Industry standard contracts with damages provisions as generally reflected
in Service Schedule C of the Western System Power Pool Agreement or the
Firm LD product of the Edison Electric Institute pro forma Master
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POOLING SCHEDULE 5
Agreement, or any other similar firm energy contract that does not require
the seller to source the energy from a particular unit, but specifies a delivery
point internal to the CAISO balancing authority area will qualify as resource
adequacy qualifying capacity until a commercially available industry
standardized capacity based product is readily available, and which is
provided under an agreement similar to the Western System. Power Pool
Agreement or the Edison Electric Institute pro forma Master Agreement.
7.2.8 Wind and Solar Resources. The resource adequacy
qualifying capacity of wind and solar generating facilities, with backup
sources of generation, will be based on Net Dependable Capacity as defined
in this Pooling Schedule 5 . The resource adequacy qualifying capacity of
wind and solar facilities, without backup sources of generation, will be based
on their monthly historic noon to 6 :00 p .m. capacity factor, using a three-year
rolling average. Wind and solar generating facilities without backup sources
of generation which do not have three years of historic performance data
will be assigned a default resource adequacy qualifying capacity value for
each year of missing historical performance as follows.
(i) the resource adequacy qualifying capacity of a solar or wind
generator with historic data located in the same weather regime with similar
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
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technology adjusted for the nameplate capacity ratio of a new generator and the
similarly situated proxy generator; or
(ii) if historical data of a solar or wind generator located in the same
weather regime with similar technology is not available, then historic
performance data from the monthly average production factors of all units (wind
or solar) within the TAC Area in which the generator is located will be utilized .
The default resource adequacy qualifying capacity values will
be replaced on a year-by-year basis with actual performance data as the data
becomes available to form a three year rolling average.
729 Geothermal Resources . Geothermal generating
facilities must either be identified in Schedule 14 of the MSS Agreement,
located within the NCPA System, a Participating Generator, a System
Resource or a Qualified Facility to be considered resource adequacy
qualifying capacity. The resource adequacy qualifying capacity of a
geothermal facility will be based on Net Dependable Capacity as defined in
this Pooling Schedule 5, adjusted for steam field degradation.
7210 Participating Loads. Participating Loads must
either be identified in Schedule 14 of the MSS Agreement or located within
the NCPA System to be considered resource adequacy qualifying capacity.
Participating Loads must be available at least 48 hours during the five
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 5
summer months (May — September) to be counted in a system and/or local
area resource adequacy compliance demonstration as resource adequacy
qualifying capacity. If Participating Loads are available for the minimum
requirement, the stipulated megawatt ("MW") quantity reduction in
demand will be treated as supply and be eligible to be listed as resource
adequacy qualifying capacity.
7211 Dispatchable Demand Response. Dispatchable
Demand resources must either be identified in Schedule 10B of the MSS
Agreement or located within the NCPA System to be considered resource
adequacy qualifying capacity. Dispatchable Demand resources must be
available at least 48 hours during the five summer months (May —
September) to be counted in a system and/or local area resource adequacy
compliance demonstration as resource adequacy qualifying capacity. If a
Dispatchable Demand resource is available for the minimum requirement,
the megawatt ("MW" ) quantity reduction stipulated in the contract or
program will be treated as supply and be eligible to be listed as resource
adequacy qualifying capacity.
7212 Non-Dynamically Scheduled System Resources
(Imports) . The resource adequacy qualifying capacity of Non-Dynamically
Scheduled System Resources to which the NCPA Capacity Pool participants
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POOLING SCHEDULE 5
have an entitlement shall be the amount of the NCPA Capacity Pool
participant' s entitlement, measured in megawatts ("MW") .
7213 Dynamically Scheduled System Resources
(Imports) . The resource adequacy qualifying capacity of a Dynamically
Scheduled System Resource to which the NCPA Capacity Pool participants
have an entitlement shall be the amount of the NCPA Capacity Pool
participant' s entitlement. Eligibility as resource adequacy qualifying
capacity is contingent upon the NCPA Capacity Pool participants securing
transmission through any intervening balancing authority areas for the
resource entitlement that cannot be curtailed for economic reasons or
trumped by higher priority transmission.
Section 8. Compliance and Enforcement. Once the CAISO has received the
system and/or local area capacity compliance demonstrations submitted by
NCPA on behalf of the NCPA Capacity Pool participants, acting as Scheduling
Coordinator ("SC"), the CAISO will verify that the NCPA Capacity Pool
participants have procured sufficient resource adequacy qualifying capacity to
comply with the planning reserve margin established in this Pooling Schedule 5,
and any requirements established by the applicable authority(s) of competent
jurisdiction. To the extent the system and/or local area capacity demonstrations
do not include sufficient resource adequacy qualifying capacity to satisfy the
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 5
planning reserve margin and/or local area capacity requirements, or in the case
of a mismatch between information included in the compliance demonstration
and the resource adequacy Supply Plan submitted by the Scheduling
Coordinator of a resource identified in the NCPA Capacity Pool participant' s
compliance demonstration, the CAISO will notify NCPA and attempt to resolve
the issue. If NCPA is notified by the CAISO that the system and/or local area
capacity demonstrations do not satisfy a participant' s respective compliance
requirements due to an identified deficiency, disqualified capacity and/or other
reasons identified by the CAISO, NCPA will promptly notify those participants
affected by such notice . NCPA will coordinate with the participants affected by
such notice to identify the source of the discrepancy, and will supplement and/or
revise the system and/or local area capacity compliance demonstrations
submitted to the CAISO if such revision is required pending analysis of the
compliance discrepancy identified by the CAISO. In the event that NCPA is
unable to resolve the identified issue in coordination with those affected
participants, the CAISO will notify the NCPA Capacity Pool participant' s
applicable authority(s) of competent jurisdiction and/or the Commission of the
potential deficiency.
Once the NCPA Capacity Pool participant' s applicable authority(s) of
competent jurisdiction and/or the Commission is informed of the identified
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 5
deficiency and confirms that the NCPA Capacity Pool participant' s system
and/or local area capacity compliance demonstration is deficient, then the NCPA
Capacity Pool participant' s applicable authority(s) of competent jurisdiction
and/or the Commission may determine if and how the deficiency will be
resolved . If the CAISO identifies a mismatch between the information included
in the NCPA Capacity Pool participant' s system and/or local area capacity
compliance demonstration and a resource adequacy Supply Plan submitted by
the Scheduling Coordinator of a resource identified in a compliance
demonstration, and the identified mismatch is not resolved prior to the 10th day
before the effective month during the applicable compliance period, then the
CAISO will accept the value contained in the Supply Plan to set the resource
adequacy qualifying capacity value for the applicable compliance period.
If the NCPA Capacity Pool participant's applicable authority(s) of
competent jurisdiction and/or the Commission requires the NCPA Capacity Pool
participant to resolve an identified deficiency in the system and/or local area
capacity compliance demonstration, and the NCPA Capacity Pool participant has
not resolved the identified deficiency, then the NCPA Capacity Pool participant
must provide an explanation as to why the identified deficiency has not be
resolved to its applicable authority(s) of competent jurisdiction and/or the
Commission. The NCPA Capacity Pool participant may incur penalties or other
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
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sanctions adopted by the applicable authority(s) of competent jurisdiction and/or
the Commission for failure to cure the deficiency. NCPA, acting as Scheduling
Coordinator, is required to report to the CAISO within thirty (30) days of any
action taken by the applicable authority(s) of competent jurisdiction and/or the
Commission in response to the deficiency notification if the applicable
authority(s) of competent jurisdiction and/or the Commission does not provide
public access to records or information regarding action taken for violations of
the NCPA Capacity Pool resource adequacy policies or rules.
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POOLING SCHEDULE 5
POOLING SCHEDULE 6
PRINCPLES FOR SALE OF POOL EXCESS ENERGY
There may exist from time to time, situations wherein the Pool will have energy
in amounts that exceed the combined load of the Participants. This situation can
occur for example, when there are substantial amounts of unregulated flow from
hydroelectric projects, take-or-pay power purchase contracts, and/or must-run
resources, or when economic circumstances dictate that it is beneficial to operate
resources that would otherwise not be required to meet load. The following
principles are intended as general guidelines for NCPA to follow in dealing with
an "excess energy" condition. Excess energy can be sold using bilateral
transactions or through organized market mechanisms, including but not limited
to, the CAISO day-ahead and real-time energy markets, an interchange
transaction (exported out of the CAISO balancing authority area), bilaterally to
Third Parties or among Participants. NCPA will operate generating plants,
associated facilities and other resources in accordance with the following
principles :
(i) in compliance with the obligations and constraints of governing
contracts, the applicable licenses and permits, and the physical requirements of
the equipment/facilities;
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 6
p
(ii) to appropriately and reliably interact with the associated
balancing authority, including the CAISO; and
(iii) to maximize the economic value to Project Participants of
NCPA Projects .
1
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POOLING SCHEDULE 6
POOLING SCHEDULE 7
ECONOMIC DISPATCH, SCHEDULING AND OPERATION OF
RESOURCES
Section 1. Economic Dispatch, Scheduling and Operation of Resources. In
accordance with Section 7 of this Agreement, each Participant shall make
available all of its generating units, purchases from Third Parties, and associated
transmission to the central dispatch of NCPA to the fullest extent possible. The
objective of Pool central dispatch shall be to supply the capacity and energy
requirements of the Participants at the lowest practicable net cost, and to
accomplish this in a reliable and safe manner, and in compliance with applicable
regulations and agreements. Resources of the Participants shall be scheduled
and dispatched to meet the combined load for each time period as deemed
applicable according to balancing authority standards and Good Utility Practice,
as appropriate. Schedules may be affected by a variety of factors, including plant
outages, changes in available transmission, unanticipated load changes, relative
costs, and economic conditions in the marketplace.
NCPA shall be provided with information from the Participants, and
appropriate NCPA departments regarding the capability, operating criteria and
incremental variable cost for the resources to be dispatched . This information
will include heat rate curves and fuel costs for each thermal electric unit,
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 7
transmission losses associated with each resource, and variable operation and
maintenance costs from which incremental cost rate curves will be developed .
NCPA shall utilize this information to optimally schedule the operation of the
Pool's resources, acting on behalf of the Participants as an Operating Entity, in
accordance with requirements as reflected in the CAISO Tariff, the MSS
Agreement, the Pooling Schedules, the Amended and Restated Facilities
Agreement, other applicable Project Agreements and Commission policy, with
the objective to minimize the overall cost to the Pool to the fullest extent possible,
and to maximize the value of the resources for the applicable resource
participants, while respecting project limitations and requirements . Economic
considerations should include seasonal, weekly, and hourly operating variations
and flexibility as appropriate . Details regarding the process used by NCPA to
schedule and dispatch Participant resources are documented in the SCPA.
101 Thermal Electric Resources . Thermal electric resources shall be
scheduled and operated in coordination with hydroelectric resources,
geothermal resources and other resources to minimize the overall cost to the Pool
to the fullest extent possible, and to maximize the value of thermal electric
resources for the applicable project participants. In general, the operating cost of
thermal electric units which are in service to supply a specified load level is
minimized when the Incremental Costs of all partially-loaded units are equal.
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 7
Full or partial unit commitments and/or shutdowns shall be undertaken with
due consideration to this principle and in compliance with applicable NERC and
WECC reliability standards, operating criteria, operating requirements as
reflected in the CAISO Tariff, operating requirements as reflected in the MSS
Agreement, constraints, Pooling Schedules, the Amended and Restated Facilities
Agreement, the SCPA and other applicable Project Agreements. Thermal electric
resources may be used to supply energy, capacity and other attributes,
contingent upon the physical capability of the resource and associated fuel
supply .
1 .2 Hydroelectric Resources. Hydroelectric resources shall be
scheduled and operated in coordination with thermal electric resources,
geothermal resources and other resources to minimize the overall cost to the Pool
to the fullest extent possible, and to maximize the value of hydroelectric
resources for the applicable project participants. Hydroelectric resources will be
scheduled and operated to comply with applicable NERC and WECC reliability
standards, operating criteria, operating requirements as reflected in the CAISO
Tariff, operating requirements as reflected in the MSS Agreement, constraints.,
Pooling Schedules, the Amended and Restated Facilities Agreement, the SCPA
and other applicable Project Agreements. Hydroelectric resources may be used
to supply energy, capacity and other attributes, contingent upon the physical
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 7
capability of the resource and associated fuel supply. NCPA will strive to
maximize the value of hydroelectric resources by utilizing limited fuel supplies
during optimal periods.
1 .3 Geothermal Resources. Geothermal resources shall be scheduled
and operated in coordination with thermal electric resources, hydroelectric
resources and other resources to minimize the overall cost to the Pool to the
fullest extent possible, and to maximize the value of geothermal resources for the
applicable project participants . Geothermal resources will be scheduled and
operated to comply with applicable NERC and WECC reliability standards,
operating criteria, operating requirements as reflected in the CAISO Tariff,
operating requirements as reflected in the MSS Agreement, constraints, Pooling
Schedules, the Amended and Restated Facilities Agreement, the SCPA and other
applicable Project Agreements. Geothermal resources may be used to supply
energy, capacity and other attributes, contingent upon the physical capability of
the resource and associated fuel supply.
1 .4 Other Resources . All other resources, including but not limited to
purchase power agreements, landfill resources, wind resources and transmission
assets made available to the central dispatch of NCPA shall be scheduled and
operated in coordination with thermal electric resources, hydroelectric resources
and geothermal resources to minimize the overall cost to the Pool to the fullest
4
SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 7
extent possible, and to maximize the value of the resources for the applicable
Project Participants. All other resources will be scheduled and operated to
comply with applicable NERC and WECC reliability standards, operating
criteria, operating requirements as reflected in the CAISO Tariff, operating
requirements as reflected in the MSS Agreement, constraints, Pooling Schedules,
the Amended and Restated Facilities Agreement, the SCPA and other applicable
Project Agreements . Other resources may be used to supply energy, capacity
and other attributes, contingent upon the physical capability of the resources and
associated fuel supply.
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POOLING SCHEDULE 7
POOLING SCHEDULE 8
POOL SETTLEMENT AND ACCOUNTING METHOD
Participants' power supply, load, and other entitlements are scheduled in the
CAISO markets as an aggregate Pool portfolio. Therefore, after such schedules
are awarded and settled by the CAISO, NCPA must allocate the results to each
Participant using the guidelines included in this Pooling Schedule 8, and as
further documented in the SCPA. Scheduling Pool Participant' s power supply,
load, and other entitlements under an aggregated Pool portfolio provides joint
benefits that are shared among the Participants.
Section 1. Pool Settlement and Accounting Method. The Pool is operated in
a balanced manner in accordance with requirements of the CAISO Tariff and the
MSS Agreement. NCPA purchases energy in the bilateral market to supplement
its generation portfolio, and schedules power purchases that have been directly
made by the Participants. Each Participant is responsible for its own costs of
generation and for its settlement for energy provided by counterparties in
accordance with each Participant's power purchases or sales contracts.
Since all day-ahead schedules must be transacted through the CAISO day-
ahead market, and the CAISO day-ahead locational marginal price ("LMP" )
reflects the price of any scheduled energy at its delivery point, the CAISO IMP
prices calculated in the day-ahead market are the appropriate prices to use for
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 8
individual Participant purchases and sales in the day-ahead market timeframe .
Day-ahead schedules means schedules submitted into the CAISO day-ahead
market (otherwise known as the "Integrated Forward Market" ) .
Real-time dispatch instructions from the CAISO to a specific generator,
where the energy is intended to be delivered directly to the CAISO, or under
conditions when a plant trips, will be subject to settlement compensated at the
applicable resource-specific CAISO real-time IMP.
In the Pool, all post day-ahead market energy, except that day-ahead
market energy listed in Section 6 of Appendix B of the SCPA, will be settled at
the CAISO day-ahead IMP. Post day-ahead market transactions means
schedules submitted into the CAISO hour-ahead scheduling process ("HASP")
for delivery in real-time and/or operational adjustments. This includes
uninstructed energy and load following energy associated with Pool load,
imports and exports, and the Participant's Project Participation Percentage share
of NCPA Projects. This also includes the settlement of HASP imports and
exports, and any real-time imports or exports. Instructed energy, and other
energy delivered to the CAISO in real-time, will continue to be settled at the
CAISO real-time IMP.
This settlement method is a variation to the pre Market redesign and
Technology Upgrade ("MRTU" ) practice of using the "Pool MCP" applied to
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 8
uninstructed energy, and is intended for the primary purpose to make load
following resources indifferent to the magnitude and direction of movement in
real-time and associated CAISO real-time LMP. Additionally, the CAISO day-
ahead LMP will apply to uninstructed energy so that every Participant load and
resource will be subject to the CAISO real-time LMP only to the extent and in
proportion with the MSS Agreement net deviation settlement with the CAISO .
When NCPA load follows, or substitutes one resource for another
resource in the real-time market, those changes from the day-ahead market
energy schedule are generally settled with the CAISO as uninstructed energy.
Under MRTU load following energy is explicitly classified and settled as a form
of CAISO instructed energy. Due to the load following deviation band, there is
the expectation within the MSS Agreement that the positive and negative
deviations and load following energy will offset one another, on average.
Therefore the MSS Agreement as a whole is only subject to the CAISO real-time
LMP for the net of all deviations, which is normally within a three percent (3%)
bandwidth.
This pricing methodology will allow each resource, particularly those
with output levels adjusted in real-time for load following purposes, to be
shielded from the volatility of the CAISO real-time LMP. This does not
necessarily mean a reduction in cost when comparing the CAISO real-time LMP
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
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to the CAISO day-ahead IMP because the settlement effect depends on whether
the CAISO real-time IMP is greater or less than the CAISO day-ahead IMP . It
does mean that all energy within the Pool will be transacted using the same
CAISO day-ahead LMP for market energy, whether scheduled in the day-ahead
market timeframe or not.
The resulting settlement will be a difference between the dollars settled
for instructed and uninstructed energy within the Pool, and the corresponding
Pool settlement with the CAISO. The amount of this difference should be
relatively small due to NCPA' s MSS Agreement operation within the deviation
band for the Pool and the result of offsetting deviations, both positive and
negative, such that the total net deviation is small. For NCPA to maintain
revenue neutrality with the CAISO, this difference must then be allocated as an
uplift charge/payment on all MWhs scheduled with the CAISO by the Pool that
might be subject to uninstructed energy, MSS Agreement generation, load,
imports and exports.
Incremental obligations on the MSS Agreement resources by the CAISO in
real-time due to a bid to provide a specific ancillary service or optimal energy are
allocated to the project participants according to their bids. An exceptional.
dispatch is allocated by NCPA Project ownership shares .
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SECOND. AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 8
Section 2. Allocation of Uplift Charges and Payments . As described in this
Pool Schedule 8, there will be an hourly Pool uplift settlement amount to ensure
Participants are made whole for the difference between the Pool settlement at
CAISO day-ahead LMP under NCPA charge code 9919, and the CAISO
settlement at CAISO real-time LMP in charge codes 6470 and 6475 . Special
exceptions will be made for Participant specific situations that are not related to
normal load following activities . The uplift settlement will be accounted for in
NCPA charge code 9920 as follows .
(i) Pool 9920 Uplift = (Pool 9919 MWh * Pool 9919 Price) — (Pool
6470 MWh * Pool 9919 Price) — (Pool 6475 MWh * DA LMP)
The 9920 uplift amount will be allocated to Participants in the All
Resources Bill according to the sum of the absolute values of the MWh quantities
of the following:
(i) Participant metered load;
(ii) Participant share of metered generation, where metered
generation refers to the energy allocation determined in Appendix B of the
SCPA;
(iii) Participant share of final import and export schedules; and
(iv) Participant participation in real-time ESP trades and inter-sc
trades .
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Section 3. Procedure for Allocating_Pool and Third Party Transactions. This
section outlines the procedure for allocating among the Participants' power
transactions with Third Parties . This section also outlines the procedure for
allocating transmission use among Participants. This procedure is intended to
cover all Pool energy and capacity transactions. It will be amended and revised
in the future as markets change, or in response to new types of transactions that
are not covered by this document.
3 . 1 Energy and Capacity Transaction Allocations . Energy and capacity
transactions from sources outside of the Pool will be categorized as either "Pre-
month" or "In-month" transactions. Pre-month transactions are defined to be
sales or purchases scheduled prior to the calendar month covered by the
transaction. All other transactions are defined to be In-month transactions. The
Pool will execute Pre-month power transactions only as explicitly authorized and
directed by one or more Participant. Each Pre-month transaction will be
formally communicated to each Participant as specified by NCPA' s procedures
and policies .
In-month transactions, including daily and hourly pre-scheduled and real-
time energy purchases and sales, are executed by NCPA based solely on its
judgment. In-month transactions that do not require the California Oregon
Transmission Project ("COTP") or South of Tesla ("SOT" ) transmission capacity
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to consummate, or do not have pre-established ownership rights or other
rationale for direct allocation, will be allocated based on need. Two sets of
allocators will be developed, one for pre-schedule transactions and the other for
intra-day transactions. Pre-schedule transactions means transactions
consummated prior to the active day. Intra-day transactions means transactions
consummated within the active day but prior to actual delivery. Active day
means the period in which energy is generated and/or delivered . All pre-
schedule and intra-day transactions are treated as in-month transactions . The
allocators will be developed after the fact.
Pre-schedule allocators will be created for the hourly resource balance of
each Participant. A Participant' s resource balance will be calculated from the
Participant' s pre-schedule forecast and its allocation of resources, pre-month and
balance of month deals . If the pre-schedule deal is a purchase, the purchase will
be allocated only to those Participants whose resource balance is short, in
proportion to each Participant' s share of the collective Pool short position. If the
pre-schedule deal is a sale, the sale will be allocated only to those Participants
whose resource balance is long, in proportion to each Participant' s share of the
collective Pool long position. If the pre-schedule deal is a purchase, and no
Participants' resource balance are short during any hour of the relevant
purchase, for such hour(s) the purchase will be allocated to the Participants
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POOLING SCHEDULE 8
based on their pro-rata share of the Pool pre-scheduled load forecast. If the pre-
schedule deal is a sale, and no Participants' resource balance are long during any
hour of the relevant purchase, for such hour(s) the sale will be allocated to the
Participants based on their pro-rata share of the Pool pre-scheduled load
forecast. Short in this context means demand is greater than supply, and long
means demand is less than supply. A majority of pre-schedule deals are
purchased in standard block deliveries (e .g. on-peak, super-peak, off-peak or
7x24 blocks) . The value of energy is different for each hour of the day, and on
average the value of on-peak energy is greater than off-peak energy. For those
pre-schedule deals that have a fixed price for the duration of the delivery period,
the hourly price will be mathematically reshaped to reflect the value of such
transactions during different periods and hours of the transactions using the
CAISO day-ahead market NP15 existing zone trading hub IMP prices
(commonly referred to as the NP15 EZ Gen Hub LMP) as the basis for shaping .
Intra-day allocators will be created from the hourly resource balance of
each Participant. A Participant' s intra-day resource balance will be calculated as
the summation of its uninstructed deviations in schedules . If the intra-day
transaction is a purchase, the purchase will be allocated only to those
Participants whose resource balance is short, in proportion to each Participant' s
share of the collective Pool short position. If the intra-day transaction is a sale,
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 8
the sale will be allocated only to those Participants whose resource balance is
Ion g, in proportion to each Participant' s share of the collective Pool long position.
Any intra-day transaction for which an hourly allocator cannot be calculated,
based on the Participants' intra-day resource balance, will be allocated to the
Participants based on their respective share of the hourly "Load Volatility
Index" . Short in this context means demand is greater than supply, and long
means demand is less than supply. The value of energy is different for each hour
of the day, and on average the value of on-peak energy is greater than off-peak
energy. For those Intra-day transactions that have a fixed price for the duration
of the delivery period, the hourly price will be mathematically reshaped to reflect
the value of such transactions during different periods and hours of the
transactions using the CAISO day-ahead market NP15 existing zone trading hub
LMP prices (commonly referred to as the NP15 EZ Gen Hub LMP) as the basis
for shaping.
In-month transactions, including both pre-schedule and intra-day
transaction, that require COTP or SOT capacity will be allocated in proportion to
each Participant' s hourly ownership of unused transmission capacity on the
COTP or SOT, respectively. Unused transmission capacity shall be determined
by subtracting pre-allocated transactions only from the Participant' s share of
available transmission. In-month transactions that require buy-back of COTP
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POOLING SCHEDULE 8
capacity from the TANC OASIS will be based upon Participant share of
uncommitted use as a function of the line rating at the time of the transaction. In-
month transactions that use committed load following transmission capacity will
be based upon monthly capacity shares . COTP capacity shares shall be
determined as follows :
(i) COTP Capacity Shares -- Monthly, Weekly, Daily, and Hourly
Time Frames (T) = Participant Remaining Capacity (MW)T / E (Participants
Remaining Capacity (MW)T
Participant resource commitments that require transmission capacity to be
completed will be deducted from the Participant's hourly unused transmission
capacity only if the transmission is actually used by the resource in real-time.
For example, the full Participant Entitlements of the Seattle City Light Exchange
Agreement will count against a Participant' s unused COTP transmission capacity
only if energy actually is transmitted over the COTP.
Section 4. Allocation of Balance of Month ("BOM") Energy Transactions.
Balance of Month ("BOM") energy transactions are typically purchases or sales
contracts where the term of the transaction extends from the next scheduling day
until the end of the current or next succeeding calendar month. For the purpose
of this Agreement, the definition of BOM will include all transactions with terms
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 8
that are longer than the normal daily pre-schedule transactions and are
completely contained within the current or next succeeding calendar month.
NCPA will monitor Participant energy balances within the current month
to identify significant energy imbalances that, in the sole judgment of NCPA,
need to be corrected with the execution of a BOM energy transaction. Energy
balances may change significantly within a month due to various unexpected
developments, including changes in hydrologic conditions or resource
availability. NCPA will fully consider projections of prospective energy market
and resource conditions in determining the need to execute a BOM transaction.
NCPA will allocate each BOM energy transaction fully at the time the
transaction is executed on the basis of need to reduce energy imbalances for the
current month. NCPA will execute BOM energy transactions only for the
purpose of reducing energy cost risk represented by energy imbalances.
Whenever possible, NCPA will consult each Participant prior to
implementing BOM energy transactions . NCPA staff may execute a transaction
without such consultation if, in the sole judgment of NCPA staff, there is a
compelling reason to act immediately. Participants will be notified of their
participation shares in BOM transactions without delay.
An individual Participant may execute its own BOM energy transactions
to be scheduled by the Pool only with the express prior review and consent of
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 8
NCPA. NCPA shall review the proposed transaction to determine its utility
towards balancing the Participant' s energy balance for the month. Such consent
shall be withheld only if NCPA staff determines that the BOM transaction
proposed by the Participant is unlikely to reduce a significant energy imbalance.
NCPA staff will consult the requesting Participant as soon as possible after a
determination is made so that the Participant may execute the BOM energy
transaction if consent is granted, or take corrective action if consent was withheld
by NCPA staff.
Section 5 . Transactions Using Buy Back of Pool Posted COTP Transmission.
In the day-ahead and real-time scheduling time frame NCPA will buy back Pool
COTP capacity that has been posed on the Transmission Agency of Northern
California ("TANC" ) OASIS to effect transactions that will provide net value to
the owners of the COTP. The costs and benefits of the transaction and the COTP
buy back will be allocated using COTP Capacity Shares as derived in this
Pooling Schedule 8 .
Section 6. Hourly Transmission Allocations and Transfers. The Pool will
automatically implement hourly transfers of transmission capacity for
Participants whose resource commitments over a transmission path exceed their
transmission entitlements . The price of these transmission transfers, which will
be determined after-the-fact during the preparation of the monthly All Resources
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 8
Bill, will equal the positive difference between the applicable hourly CAISO day-
ahead LMP's for the points of delivery and receipt of the transmission path. The
transfer price will equal zero if the difference is less than zero . The hourly
transmission balance (deficits and surpluses) will be computed based on the
actual energy flow on the line. Participants with surplus transmission capacity
will sell their unused/surplus transmission on an hourly basis in proportion to
the surplus amounts.
Section 7. Procedure for Allocating_Cost and Benefits of Ancillary Services.
NCPA shall allocate the costs and benefits of purchasing and/or sales (including
self-provision) of ancillary services in accordance with the SCPA.
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 8
POOLING SCHEDULE 9
TRANSMISSION
Section 1. Interconnection Agreements. Interconnection of Participant' s
electric systems to the balancing authority area is provided for under the terms
and conditions of the Interconnection Agreement between NCPA, Pacific Gas
and Electric Company ("PG&E"), and certain Members .
Section 2. Transmission Service. High voltage and low voltage transmission
service is provided in accordance with the CAISO Tariff. Charges for high
voltage and low voltage transmission service provided by the CAISO shall be
allocated to Participants in accordance with the SCPA.
Section 3. Transmission Resources.
(1) California Oregon Transmission Project ("COTP" )
The California Oregon Transmission Project ("COTP") is the third leg of
an intertie system connecting California with the Pacific Northwest. The
Participant' s project ownership participation percentages are as stated in Table A
below. The Participant project ownership participation percentages reflected in
this Pooling Schedule 9 may be modified by layoff agreements between
Participants, or between Participant(s) and Third Parties.
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 9
Table A
COTP Project Ownership Participation Percentages
North-to-South Directional
COTP
COTP Capacity Ownership COTP Pool
Project North-South Percentage Percentage
Participant ( MW) (%) (%)
Alameda 16.7141 1.227 % 16 . 140%
Healdsburg 363453 0246% 3 . 230%
Lodi 26 . 1511 1 . 920% 25254%
Lompoc 2 . 5396 0. 187% 2 .453 %
Palo Alto 50. 1422 3 . 682% 48 .420%
Plumas Sierra 2 .0146 0. 148% 1 .945%
Ukiah 2 . 6489 0. 195% ISM
Total 103.5558 7.603% 100.000%
South-to-North Directional
COTP COTP
Capacity Ownership COTP Pool
Project South-North Percentage Percentage
Participant ( MW) N N
Alameda 12 .7871 1 . 227% 16. 140%
Healdsburg 2 .5593 0. 246% 1230%
Lodi 20.007 1320% 25 .254%
Lompoc 1. 9429 0. 187% 29453%
Palo Alto 383614 39682% 148 ,420%
Plumas
Sierra 1 .5413 0. 148% 1 .945%
Ukiah 2 .0265 0. 195% 2 .558%
Total 791255 7.603% 1000000%
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(ii) South of Tesla Transmission Service (" SOTP" )
The South of Tesla Transmission Service ("SOTP" ), an existing
transmission contract, is long-term firm transmission service provided by
contract between PG&E and Transmission Agency of Northern California
("TANC"), through which Participants can access the Southern California Edison
transmission system. The Participant' s project ownership participation
percentages for the contracted service are contained in table B below. The
Participant' s project ownership participation percentages reflected in this
Pooling Schedule 9 may be modified by layoff agreements between Participants,
or between Participant(s) and Third Parties.
Table A
COTP Project Ownership Participation Percentages
SOTP
SOTP Ownership SOTP Pool
Project Capacity Percentage Percentage
Participant ( MW) N N
Alameda 6 .309 2 . 103% 40.341%
Healdsburg 0311 0 . 237% 4346%
Lodi 6 . 21 2 .070% 39 .708%
Lompoc 0. 801 0.267% 5 . 122%
Plumas Sierra 0 .699 0 . 233 % 4.470%
Ukiah 0.909 00303% 5 . 812%
Total 15.639 SIB% 100%
(iii) Other transmission resource transactions
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 9
NCPA shall assist the Parties in transacting bi-lateral agreements for the
transfer of transmission resources. Participants who separately enter into bi-
lateral transmission agreements shall notify NCPA operations prior to the time
that the Agreement is effective.
Section 4. Schedule of Transmission Use. NCPA shall provide a schedule of
transmission resource entitlements and transfers, and the cost of each in the
monthly All Resources Bill.
Section 5 . Other Rights. Transmission access does not preempt rights to
generating resource, contract entitlements, ownership or any other rights, except
to the extent authorized by the Party with such rights .
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POOLING SCHEDULE 10
LOAD FOLLOWING COSTS AND ALLOCATIONS
Section 1. Overview. Load following capacity is needed to balance the Pool
loads and resources pursuant to the MSS Agreement in each ten-minute
settlement period . To enable load following in real-time, generation capacity
must be withheld from the day-ahead energy and/or ancillary services markets .
The amount of capacity withheld from the day-ahead markets to balance real-
tune ten-minute loads, after submission of all final schedules, will be referred to
as total load following capacity. Total load following capacity can be divided into
two types. Type 1 allows dispatch to follow the 10-minute deviations in load
from their integrated hourly values . Type 2 allows for adjustments to integrated
hourly deviation in load from its final schedule (i.e., forecast error) . This Pool
Schedule 10 deals with total load following capacity, its optimal amount,
allocation, and pricing of its opportunity costs .
Much of this schedule is devoted to the Collierville hydroelectric project
because it is the main resource used for load following by the Pool and Silicon
Valley Power ("SVP" ) . Load following also includes uses of resource capacity in
real time when that capacity was not scheduled in the day-ahead market. These
resources include, but are not limited to, the gas units and the California Oregon
Transmission Project ("COTP") .
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
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Whenever a resource is used to follow load it will incur a forgone revenue
stream and/or additional energy costs for which the owners of the resource must
be compensated . Within the All Resources Bill load following compensation will
be determined in general conformance to this schedule, while allowing for
changes in innovation and scheduling practices in the CAISO markets. This
Pooling Schedule 10 will be update as required to reflect such changes.
Section 2. Optimal Load Following Amount. Statistical analysis of the
Participants and SVP load variability has identified that the required amount of
load following capacity varies by month and hour of the day. However, due to
the dynamics of the market a more fluid approach in deriving load following
capacity will be used. This approach will use a load following capacity baseline
derived from statistical analysis of Pool and SVP operations . Then periodically,
NCPA power management staff will decide on the optimal amount of load
following capacity based on current market conditions, weather variability and
resource reliability. The optimal amount of load following capacity will then be
allocated between the Participants being balanced in real time and SVP based
upon historically derived shares. Since SVP is a Metered Subsystem balancing
entity, its load/resource balance will be monitored in real time and any SVP
deviations that cause deviation penalties will be directly assigned to SVP. The
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 10
Pool is also a balancing entity and any Pool resource/load deviations that cause
deviation penalties will be directly assigned to the Pool.
Section 3. Allocation of the Pool's Load Following Capaci . Every
Participant needs load following capacity. There is no single Participant that has
a perfectly flat load or one that can predict its load on a day-ahead or hour-ahead
basis with absolute certainty. Moreover, the Pool' s load following need will
always be equal to or less than the sum of the Participant' s load following need
because of offsetting load characteristics. These offsets occur when the
maximum and/or minimum ten-minute ramp periods within an hour are
different for Participants within the Pool, and when their load forecast deviations
offset. The offsets are analogous to coincident versus non-coincident peaks,
creating for the purpose of load following, economies of scope and joint benefits
to the members (i.e., the broader and more diverse load the greater the offsets) .
The amount of load following capacity will, however, vary both in absolute and
relative terms by Participant. Given these characteristics, the Pool' s share of load
following capacity determined by NCPA power management staff will be
allocated between Participants based upon their hourly load characteristics . This
is referred to as a Participant' s Load Volatility Index ("Load Volatility Index" ) .
The hourly allocation of load following capacity will be based upon the
following equations using actual data:
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POOLING SCHEDULE 10
Load Volatility Index For Each Hour (Participant i) _
max(0,Highest Ten Minute Meter Value (Participant 0 — Three Hour Ahead
Forecast (Participant i)) + max(0, Three Hour Ahead Forecast (Participant i) — Lowest
Ten Minute Meter Value (Participant t))
Load Capacity Share (Participant i) _
Load Volatility Index For Each Hour(Participant i) _ G(i = I to n) (Load Volatility
Index For Each Hour (Participant i))
Allocated Load Following Capacity(Participant i) =
Pool 's Load Following Capacity * Load Capacity Share(Participant i)
Section 4. Opportunity Cost of Load Following. Whenever generating
capacity is reserved to load follow it cannot be scheduled into the CAISO' s day-
ahead ancillary services market or sold in the day-ahead energy markets . As
such, the opportunity costs of load following consist of two components. The
first is the net price of forgone ancillary services and energy sales in the day-
ahead markets (e .g., Regulation Up Price less GMC) . The second is the energy
adjustment component that occurs when the unit is used for load following
versus it being used when called upon by the CAISO.
4.1 Forgone Capacity Price Component. The forgone capacity price is
derived as the weighted average net price of the day-ahead capacity and energy
markets that the generation unit was pre-scheduled into . The Collierville
generating units, for example, can be bid into the following markets : regulation
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 10
up, regulation down, spin, energy, and none. The forgone energy sale usually
has a price of zero since the water can be stored for the next day.
4.2 Energy Adjustment Component. The energy cost adjustment
component is needed because after the fact energy settlements will result when
the unit is used to load follow, with the generator being paid the day-ahead
and/or real-time locational marginal price ("LMP") for all energy. The energy
adjustment accounts for the difference between: (1) the use of energy under load
following and that in the market alternative(s), and (ii) the difference between
the IMP value of the energy and the variable cost of the energy. Since the
variable cost of a hydroelectric unit is different from that of a gas unit the energy
adjustment component will be unit specific.
4.3 Hydroelectric Energy Cost. The variable cost component of a
hydroelectric unit is its value of water ("VOW" ), which may or may not be equal
to its value of storage ("VOS" ) . For example if there is plenty of room for storage
in the Spicer reservoir, but there is a large amount of runoff between Spicer and
McKay then the value of Storage could be some positive amount while the value
of water is zero (because such runoff cannot be stored) .
Whether the energy adjustment is positive or negative depends. upon
whether the LMP is greater than or less than the hydroelectric unit's energy costs
and whether load following will use more or less energy than that of the
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POOLING SCHEDULE 10
foregone sales in the ancillary services/energy markets . Hydroelectric energy
cost is defined as : StoragePcnt*VOW, where StoragePcnt is the percent of energy
pulled from its reservoir . If natural flows are sufficient to allow for load
following then the storage percent would be zero and the resulting energy
adjustment cost of hydroelectric generation would be zero dollars . If natural
flows were low and releases from storage were needed to load follow then the
storage percent would be one (1) and the resulting energy cost would be the
value of water. The storage percent is found by reviewing the DAM energy to
determine if sufficient generation was scheduled to be able to load follow down.
If the DAM energy award can support load following down then the storage
percent will be zero; if not, the storage percent will be somewhere between zero
and one.
(i) Energy Cost = Storage Percent (Hour r) * (Value of Water)
4.4 Turbine Energy Costs. The energy costs of a combustion turbine
are equal to its variable costs. That is, the plant' s heat rate times the price of
natural gas plus its variable operation and maintenance costs (TOM" ) and
startup costs less any CAISO avoided cost for internal generation.
(i) Energy Cost = (Heat Rate * Natural Gas Price (Dad a)) + VOM + Startup
Costs — Avoided CAISO Costs
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If however, the combustion turbine is energy limited, then its energy cost
characteristics will include an element similar to that of a hydroelectric unit' s
VOW to reflect the time-of-use value.
4.5 COTP Energy Costs . The energy cost of COTP is the price of the
contracted energy.
(i) Energy Cost = Contract Energy Price (Hour hd) + losses and associated
scheduling fees.
4.6 Energy Adjustment for All Units. The formula for the energy
adjustment component of the opportunity cost of load following on a per MW
basis for each hour of the day will be calculated in general conformance to:
Energy Adjustment (Hough) =
{ (EnergyCost — LMP) * LF—Energy — (EnergyCost — LMP) * AS—Energy ) (Hour I,)
where: Energy Cost = Energy Cost ( Resource r)
LMP = Locational Marginal Price
LF_Energy = energy. used to load follow in real time.
AS—Energy = energy called by the CAISO in real time.
If the energy cost is greater than the LMP, and the energy used for load
following is less than what would have been used in the ancillary
services/energy markets, then by load following there is a net energy benefit to
the owner of the load-following resource and thus the energy adjustment
subtracts from the average net ancillary services/energy price. If more energy is
use to load follow than what would have been used in the ancillary
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 10
services/energy market when the energy cost is greater than the IMP then the
energy adjustment adds to the average net price. On the other hand if the LMP is
greater than the energy price and load following energy is less than what would
have been used in the ancillary services/energy markets, the energy adjustment
will be added to average net price. If more load following energy is used than
what would have been used in the ancillary services/energy markets when the
LMP is greater than energy costs then the energy adjustment will be subtracted
from the average net price. Even if a resource incurs no opportunity costs, that
is, it does not qualify for ancillary service or it had idle capacity in the day-ahead
markets, an energy adjustment will be calculated if the LMP is less than its
energy costs.
4.7 Time-Of-Use Adjustment Cost. For resources that store its energy
(e . g., hydro units), a time-of-use ("TOU") adjustment must be made for energy
scheduled for the sole purpose of load following down. The TOU adjustment is
calculated as the max of zero and the difference between the unit' s average super
peak DAM LMP and the hourly LMP.
4.8 Load Following Opportuni , Cost. The total opportunity cost per
MW of load following for a generating resource for each hour of the day is the
net ancillary services/energy price plus the energy adjustment.
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 10
LF_Opp_Cost_MW(xou, h) = Avg_Net_Price + Energy Adjustment (Hour h) + TOU
Adjustment
where: Avg_Net_Price as previously defined
Energy Adjustment as previously defined
TOU Adjustment as previously defined
The monthly opportunity cost of load following will be allocated to each
Participant as the product of the load following opportunity cost per MW for
hour i and the Participant' s allocated load following capacity for that hour,
summed across all the hours of the month. The load following opportunity cost
payments wi11 then be distributed to the resource owners based on ownership
shares . Such payments and charges will be included in the monthly All
Resources Bill.
4.9 Choice of Load Following Unit. An examination of the opportunity
cost per MW and resource availability will be used to determine which
generating unit will be used to load follow. As the value of water and/or natural
gas prices change the relative energy costs of a hydroelectric unit versus a gas
unit, versus the COTP will change. The opportunity cost per MW of the
hydroelectric unit and availability will change vis-a-vis alternatives. If, for
example, natural gas prices fall during a dry hydro year, then the opportunity
cost of load following with hydroelectric resources will increase and that of the
gas unit will fall. The changes in relative opportunity costs my now make load
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
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following with the gas unit less expensive than load following with the
hydroelectric unit. Pending operational and/or other constraints and
requirements Power Management staff will strive to use the least cost resource to
perform load following.
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
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POOLING SCHEDULE 11
WESTERN AREA POWER ADMINISTRATION ALLOCATIONS
Allocations of Western Area Power Administration capacity and energy assigned
to NCPA shall be administered in accordance with the AAA Agreement. Such
capacity and energy is treated as any other Third Party resources procured solely
by such Participant in the context of Pool operations . NCPA will strive to
maximize the value of such capacity and energy assigned to NCPA in accordance
with any applicable rules and regulations.
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POOLING SCHEDULE 11
POOLING SCHEDULE 12
BILLING PROCEDURES
Section 1. Billing Procedure. NCPA will issue invoices to each Participant
for its allocated share of costs associated with NCPA' s provision of Power Pool
Management Services, including, but not limited to, Administrative Services
Costs and Power Pool Management Services Costs, in accordance with this
Agreement. Such invoices may be either the All Resources Bill or separate
special invoice, as determined by NCPA. Notwithstanding the provisions of this
Agreement, NCPA shall issue invoices to each Participant as further described in
this Pooling Schedule 12.
1 . 1 Pre-Billing. Prior to each month, NCPA shall issue an invoice to
each Participant for its estimated share of costs associated with the services
provided in accordance with this Agreement. Estimated charges are billed in
advance and are based on, but are not limited to, budgets, schedules, metering
data, forecasted net purchases or sales of energy, forecasted congestion costs and
estimates of power and related attributes prices, and charges from the CAISO as
per the SCPA.
1 .2 Adjustments and True-ups. From time to time NCPA shall review
and compare its estimate of costs as set forth in the Annual Budget against actual
costs incurred during the same period of time . In the event estimated costs
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 12
invoiced to Participants substantially deviate from actual costs incurred by
NCPA, NCPA shall adjust the amounts to be invoiced to the Participants in
subsequent billings, in the respective cost category, for the balance of the Fiscal
Year, to ensure NCPA collects sufficient funds to cover all budgeted and actual
costs .
A substantial deviation from cost estimates approved in the Annual
Budget means a permanent variation from a major objective or parameter of plus
or minus five percent (5%) or more, unless otherwise provide for in the Annual
Budget. A permanent variation is one that is not expected to reverse at a later
date during the same Fiscal Year.
1 .3 Annual Billing True-Up . At the end of each Fiscal Year, as soon as
actual data is available and the annual year-end audit complete, NCPA shall
true-up all invoices based on actual cost data and actual billing determinates.
The amounts calculated to be over or under collected from the Participants
during the Fiscal Year, measured against actual costs, will be debited or credited
to Participants as follows.
(1) a lump sum on future invoices to the Participant;
(ii) applied to a Participant' s general operating reserve account;
or
(iii) as otherwise directed by the Commission.
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 12
POOLING SCHEDULE 13
ACQUISITION OF GHG COMPLIANCE INSTRUMENTS FOR GHG
COMPLIANCE OBLIGATIONS
The CARB, through the requirements established under the GHG Regulations,
may impose obligations on NCPA to report GHG emissions caused by
performing the services under the Agreement and to surrender to the CARB
GHG Compliance Instruments for such emissions. This Pooling Schedule 13 is
intended to directly address NCPA and Participant compliance activities specific
to the GHG Regulations. In the event of other applicable GHG-related mandates,
this Pooling Schedule 13 will be reviewed to assess the need for amendments.
The procedures below outline NCPA and Participant responsibilities with regard
to procurement, payment, purchase, sale, trade, transfer, identification,
certification, and all similar activities ancillary to acquiring, evaluating,
allocating, and surrendering requisite CARB Offset Credits, Emissions
Allowances, penalties, certificates or other GHG Compliance Instruments,
products, factors or considerations required and associated with the operation of
the Agreement. Such activities include, but are not limited to, transactions
between NCPA and Third Parties, transactions utilizing agents and/or Third
Parties to act as intermediaries, and transactions between and among
Participants and NCPA if requested and feasible, all as may be developed,
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
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revised, and approved by the Commission ("AB32 Compliance Activities") . The
general principles that apply to such activities are.
(i) all Participants. are to be treated in an equitable manner.
(ii) All Participants shall be afforded the same opportunities to
interact with NCPA and/or any outside agents utilized by NCPA as approved
and authorized by the Commission. NCPA' s AB32 Compliance Activities
undertaken for the Pool shall be subject to full transparency for all Participants to
the extent permitted by law and regulations; provided that NCPA shall treat any
Participant specific information related to any GHG trading platform or auction
as confidential to the extent required by law.
(iii) To the extent practicable, NCPA shall allow Participants to
individually manage their own risks of meeting their GHG compliance
obligations .
(iv) Consistent with the terms of Section 6.2 of this Agreement,
NCPA and Participants may utilize other authorizing agreements (e.g. Market
Purchase Program) to acquire GHG Compliance Instruments for transactions
longer than the Balance-of-Month or prospectively (i.e. prior to incurring a
compliance obligation) .
(v) NCPA shall procure any required and as yet unattained GHG
Compliance Instruments associated with activities under this Agreement as close
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in time as practicable to daily operations, unless otherwise directed by the
Commission, and pursuant to the protocols contained in this Pooling Schedule
13 .
(vi) Participants may transfer GHG Compliance Instruments or
direct NCPA to procure GHG Compliance Instruments under other authorizing
agreements (e.g. Market Purchase Program) to meet up to 100% of a Participant' s
forecast and or actual compliance obligation for a given compliance time period
in lieu of cash payments to NCPA to procure such GHG Compliance
Instruments, if such GHG Compliance Instruments have not yet been procured
by NCPA and provided such GHG Compliance Instruments have been
transferred to and received by NCPA prior to the next applicable CARB
administered auction. NCPA and such Participants shall mutually agree to any
such GHG Compliance Instrument transfers prior to making any such GHG
Compliance Instrument transfer and NCPA' s agreement to any such transfer
shall not be unreasonably withheld. NCPA and such Participants shall
coordinate to meet any requisite depository and timeline requirements consistent
with the GHG Compliance Instrument procurement process outlined in this
Pooling Schedule 13 .
(vii) On a monthly basis, NCPA shall timely invoice Participants in
the All Resources Bill, based on NCPA' s estimate for Participant's share for costs
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associated with AB32 Compliance Activities such that NCPA shall have on hand
sufficient funds and or GHG Compliance Instruments from each Participant
projected to meet the full estimate of each Participant' s then current compliance
obligation.
(viii) NCPA intends, to the extent practicable, to allow Participants
to perform AB32 Compliance Activities and meet up to 100% of their actual or
forecast. compliance obligations (current, future and, when required, in arrears)
by conveyance of any combination of cash and or GHG Compliance Instruments
to NCPA sufficient to meet such obligations for applicable compliance periods .
(ix) NCPA shall set up any needed accounts or accounting
mechanisms such that Participants may advance to NCPA, and NCPA shall track
by Participant, the combination of available cash and/or GHG Compliance
Instruments prior to providing any functions of the Agreement that may be
utilized to meet all or a portion of a given Participant' s compliance obligations.
(x) NCPA shall set up and establish any requisite reserve accounts,
emissions products trading accounts and deposits, brokerage accounts and
deposits, and or other similar accounts, deposits, or reserve requirements in
consultation with the Commission.
(xi) NCPA shall account for compliance obligations for activity
performed under the Agreement separately by covered entity and by Participant,
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 13
and to the extent identifiable, account for and allocate to each individual
Participant any costs, charges, fees, penalties, liabilities, and damages arising out
of that Participant' s AB32 Compliance Activities including, but not limited to,
penalties for failure to comply with reporting, surrender, or other legal
obligations resulting from a Participant' s decisions, actions and/or inactions to
transfer GHG Compliance Instruments, to direct NCPA to acquire GHG
Compliance Instruments under other authorizing agreements (e.g. Market
Purchase Program), the inability to utilize such GHG Compliance Instruments to
meet all or any portion of a Participant' s GHG compliance obligation, and/or to
pay cash. Under no circumstances shall NCPA or any other Participant be liable
for such costs attributable to the responsible Participant.
Section 1. NCPA GHG Compliance Instrument Invoicing, Tracking and
Settlement. NCPA will invoice Participants monthly for their share of the
estimated cost of GHG Compliance Instruments forecast to be needed for the
next operating month as part of NCPA's All Resources Bill to Participants. The
estimated costs will be calculated in accordance with the regulatory structure of
the GHG Regulations. NCPA will incorporate into its internal accounting
systems and All Resources Billing statements to include the following terms .
191 "Compliance Cash Account" or "CCA" means an account or entries
within an account that NCPA uses to track, by Participant by month, a
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 13
Participant's cash payments to/from NCPA to maintain prescribed funds at
NCPA sufficient to meet the Participant' s compliance obligations that the
Participant has not otherwise met with GHG Compliance Instruments that are
timely transferred to NCPA.
1 .2 "Metric Ton Compliance Instrument Account" or "MTA" means an
account established or used by NCPA to track, by Participant by month and, if
necessary, by compliance period, the total amount of eligible GHG Compliance
Instruments, including applicable serial numbers, then held by NCPA on behalf
of each Participant.
1 .3 "Metric Ton Compliance Obligation Account" or "MTO" means an
account established or used by NCPA to track, by Participant by month, the total
estimated GHG Compliance Instruments needed for GHG emissions for services
provided under the Agreement for an applicable billing period as described
below, net of any GHG Compliance Instruments surrendered to CARB .
1 .4 "Minimum Cash Compliance Obligation" or "MCCO" means the
monthly minimum required dollar amount determined by NCPA that each
Participant must have on deposit at NCPA in its CCA sufficient to cover the
estimated cost of GHG Compliance Instruments to cover each Participant' s MTA
Shortfall.
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
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1 .5 "MTA Shortfall" means the positive value for each Participant
given by the formula.
MTO balance - MTA balance.
Participants may satisfy their individual compliance obligation by
providing to NCPA cash, GHG Compliance Instruments, or a combination
thereof, which in aggregate, the amount or value of which is equal to or greater
than NCPA's current estimated cost to meet the Participant's MCCO as
determined below. For each Participant, invoices will specify the Participant's
required compliance obligations forecast for each operating month in units of
Metric Tons of Carbon Dioxide Equivalent ("MTCO2e" ), as further defined in the
GHG Regulations, and the estimated cost to procure any forecast required
number of GHG Compliance Instruments through the next operating month.
(1) NCPA will maintain at least three compliance obligation related
accounts for each Participant of each covered entity:
(a) Metric Ton Compliance obligation Account (MTO);
(b) Metric Tom Compliance Instrument Account (MTA); and
(c) Compliance Cash Account (CCA) .
(2) Each Participant' s monthly MTO at the time of the All
Resources Bill, will include the following:
(a) the prior month' s MTO balance;
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 13
(b) adjustments to prior months' Compliance obligations
occurring as a result of.
(i) variations in actual versus forecast generation/import
levels;
(ii) variations in MTO due to adjustments to actual prior
months' generator heat rates, emission factors, and or
other factors; or
(iii) Other AB32 Compliance Activities undertaken by either
a Participant or NCPA that result in a net increase or
decrease in each Participant' s MTO (for example,
certified biogas deliveries may decrease a generator
participant' s monthly share of the facility' s Compliance
obligation) .
(c) the Participant' s expected share of the monthly compliance
obligation based on a forecast of the next month' s operating
levels (as adjusted for any applicable biogas, emission
factors, or other factors that may reduce a Participant' s share
of the monthly compliance obligation) .
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 13
(d) adjustments for any GHG Compliance Instruments from
such Participant' s MTA surrendered to CARB by NCPA to
meet a surrender obligation.
(3) Each Participant' s monthly MTA at the time of the All Resources
Bill will include the following.
(a) the prior month' s MTA balance,
(b) the net total of the following adjustments since the previous
All Resources Bill, including.
(i) applicable GHG Compliance Instrument purchases/sales
by NCPA on Participant' s behalf;
(ii) transfers of applicable GHG Compliance Instruments to
NCPA by Participant, or
(iii) Applicable GHG Compliance Instruments from such
Participant' s MTA surrendered to CARB by NCPA to
meet a Surrender Obligation.
(c) other adjustments as warranted which affect each
Participant's monthly MTA balance; and
(d) for purposes of calculating the All Resources Bill, CARB
Offset Credits, including CARB Sector-Based Offset Credits,
of up to eight percent (5 .00%) of a Participant' s share of the
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 13
compliance obligation may be included in the MTA for the
current compliance period. CARB Offset Credits which
exceed this eight percent limit shall be placed in the MTA for
future Compliance Period(s), as appropriate.
(4) Each Participant' s monthly CCA at the time of the All Resources
Bill will include the following:
(a) the prior month' s CCA balance;
(b) cash withdrawals;
(i) of amounts in excess of a Participant' s MCCO, if
requested.
(ii) other refunds of excess funds as authorized by the
Commission.
(iii) NCPA' s use of funds for requisite actions to satisfy a
compliance obligation, including but not limited to using
CCA funds to satisfy CARB's security requirements (e . g.
bid guarantee), or procuring GHG Compliance
Instruments, or other related activities.
(c) cash additions;
(i) CCA portion of the monthly All Resources Bill payment.
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 13
(ii) Other cash payments as required and paid by
Participant.
(iii) Return of any unused funds from CARB' s security
requirements (e .g., bid guarantee), or any funds
withdrawn under 4.b .iii.
(5) The monthly CCA balance at the time of the monthly All
Resources Bill will be calculated as: 4(a) — 4(b) + 4(c) .
Pursuant to quantitative usage limits in the GHG Regulations on
designated GHG Compliance Instruments that are used to meet compliance
obligations, CARB Offset Credits, including CARB Sector-Based Offset Credits,
are limited to not more than eight percent (8 .00%) of a Participant' s actual
compliance obligations in a given compliance period . To the extent one or more
Participants provide CARB Offset Credits in excess of this eight percent level,
NCPA will not apply such excess CARB Offset Credits in the calculation of the
All Resources Bill and each such Participant shall provide NCPA with a written
description of how such excess CARB Offset Credits are to be used, including the
potential to designate such to be used for another compliance period if
administratively and regulatorily feasible, and NCPA will account for such
Participant' s excess CARB Offset Credits according to that plan and invoice, if
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 13
required, such Participant in accordance with that plan and the accounting
methodology described above.
If a Participant' s MTO balance exceeds its MTA balance at the time of the
monthly All Resources Bill, NCPA will determine the MCCO by multiplying
such Participant' s MTA Shortfall by the forward price per MTCO2e associated
with a suitable publicly available GHG Compliance Instrument index approved
for such use by the Commission, or if no suitable publicly available index is
available, a price per MTCO2e deemed appropriate for such use as determined
and approved by the Commission. If no publicly available GHG Compliance
Instrument index is available and the Commission has not established an
alternative price to use for such purpose, the price per MTCO2e used for such
shortfall calculation shall be the Tier 1 applicable to the next available price
containment reserve auction ("Reserve Sales"), as established under the GHG
Regulations. This calculation determines each Participant' s MCCO and if such
MCCO is greater than such Participant' s current CCA balance, such Participant's
All Resources Bill for such month will include an additional amount sufficient to
bring its CCA balance up to its MCCO .
The Commission may establish, and from time to time revise, MTA
balance and timing requirements which prescribe that Participants have GHG
Compliance Instruments in their MTA sooner and or in greater quantity than
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 13
would otherwise be necessary to meet the surrender obligation schedule, as
defined in the GHG Regulations.
NCPA will track and account for all funds and GHG Compliance
Instruments provided to NCPA by each Participant in .support of its compliance
obligations . Funds and GHG Compliance Instruments may be combined into
single categorical accounts for ease of administration, but in no circumstances
will funds or GHG Compliance Instruments provided by one Participant be
allocated or utilized to meet the compliance obligations of another Participant
without advance written authorization of the affected Participants.
Section 2. Allowance Transfers to NCPA's Compliance Account.
Participants may unilaterally participate in CARB administered auctions (e. g.
regularly scheduled quarterly auctions ("Quarterly Auction" ) and Reserve Sales)
and or other means to obtain GHG Compliance Instruments and may want to
transfer all or a portion of such GHG Compliance Instruments to NCPA to be
used to meet up to 100% of a compliance obligation for a given compliance
period. If such transfers include CARB Offset Credits, including CARB Sector-
Based Offset Credits, Participants may not transfer and NCPA will not accept
CARB Offset Credits in excess of 8 .00% of a given Participant' s compliance
obligation for a particular actual or forecast compliance period . To transfer such
GHG Compliance Instruments to NCPA, Participants shall appropriately notice
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SECOND AMENDED AND RESTATED POOLING AGREEMENT .
POOLING SCHEDULE 13
NCPA of such transfer and or provide a copy of the Participant's transfer request
to the CARB Executive Officer or other applicable entity. Upon receipt of such
notice, NCPA will prepare for the transfer of such GHG Compliance Instruments
and separately track and account for such GHG Compliance Instruments
received in each respective Participant's MTA at NCPA.
Section 3. Procurement of GHG Compliance Instruments. Participants
acknowledge and understand the evolution, implementation and interpretation
of GHG Regulations will be ongoing. The Commission will modify this section
as needed to encompass procurement as CARB provides guidance and amends
the GHG Regulations. For freely allocated Emissions Allowances that CARB
provides to Participants in CY2012 and CY2013, Participants assume such
Emissions Allowances cannot be used to meet all or any portion of the
Participant' s compliance obligation.
NCPA, in consultation with the Participants and subject to approval by
the Commission, may utilize the services of consultants, brokers, agents or other
qualified individuals or organizations ancillary to participating in CARB
administered auctions, CARB Offset Credits procurement, or other markets for
GHG Compliance Instruments, and/or other AB32 Compliance Activities, as
warranted, to meet compliance.
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 13
NCPA will acquire and accept only GHG Compliance Instruments issued
or approved by CARB to meet compliance obligations . NCPA will initially
acquire GHG Compliance Instruments from four sources: (i) Emissions
Allowances purchased through participation in CARB administered allowance
auctions; (ii) Emissions Allowances purchased through participation in CARB
administered Reserve Sales; (iii) GHG Compliance Instruments purchased by
Participants that are then transferred to NCPA; and (iv) GHG Compliance
Instruments purchased from sources other than CARB administered auctions .
The NCPA General Manager, or designee, will designate primary and
alternate authorized account representatives, as necessary, to take actions in
regard to NCPA' s administration of GHG Compliance Instruments, CARB
administered auctions, and other transactions and action related to attaining and
maintaining compliance with the GHG Regulations.
NCPA will fulfill all reporting requirements applicable to NCPA, or
provide assistance to fulfill any reporting requirements applicable to
Participants, pursuant to the GHG Regulations.
NCPA' s overall compliance objective under the GHG Regulations is to
obtain requisite GHG Compliance Instruments at the lowest reasonably expected
cost, balancing the risks of GHG Compliance Instrument price volatility and
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 13
availability and the need to meet the compliance obligation of each covered
entity subject to the GHG Regulations.
To meet 100% of each covered entity' s compliance obligation, NCPA will
use best reasonable efforts to acquire the total needed quantity of GHG
Compliance Instruments on or before November 1, 2014, and each year
thereafter, based on forecast and actual operations subject to the following:
(1) To the extent that CARB Offset Credits, including CARB Sector-
Based Offset Credits, are available at a lower cost than Emissions Allowances or
other qualified GHG Compliance Instruments, NCPA will use best reasonable
efforts to procure CARB Offset Credits sufficient to meet eight percent (8 .00%) of
the forecast compliance obligation. If, after the end of a calendar year, NCPA has
CARB Offset Credits in excess of eight percent of the respective calendar year
compliance obligation, such excess CARB Offset Credits will be applied to
compliance obligations in subsequent years in proportion to the Participants'
forecasted MTA Shortfall.
(2) If a day to day GHG Compliance Instrument market develops,
NCPA will acquire, on a daily basis and as close in time as practicable to actual
daily operations, GHG Compliance Instruments to meet any MTA Shortfall.
(3) By the fifth (5th) calendar day of the month immediately
preceding each Quarterly Auction, NCPA will determine and publish to each
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 13
Participant its MTA Shortfall through the end of the calendar month two months
prior to the Quarterly Auction.
(a) By the fifteenth (15th) calendar day of the month, NCPA will
invoice each Participant of each covered entity, as applicable
and in proportion to its MTA Shortfall, net of any applicable
GHG Compliance Instruments successfully transferred to
NCPA within seven (7) calendar days of the aforementioned
publication date of the MTA Shortfall. Payments for said
invoices shall be due within ten (10) calendar days of the
invoice date to have sufficient procurement funds on hand
to satisfy CARB' s security requirements. In the next
immediate Quarterly Auction, NCPA will bid quantities and
prices expected to obtain sufficient Emissions Allowances to
meet up to 100% of the so determined MTA Shortfall of all
Participants, with a maximum price not to exceed 125% of
the estimated value of Emissions Allowances as determined
by NCPA staff.
(b) The allocation of any GHG Compliance Instruments attained
by NCPA in such Auction, and the associated cost thereof,
shall be in proportion to those Participants based on then
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 13
existing MTA Shortfalls. Any excess funds collected above
will be credited back to the respective Participant' s CCA
balance after the applicable Auction.
(4) Thirty (30) days before each Reserve Sale in CY2014 and in each
year thereafter, NCPA will determine, by covered entity and by Participant, the
MTA Shortfall through all of the previous calendar years and invoice each
Participant, as applicable and in proportion to its MTA Shortfall. Payments for
said 'invoices shall be due within ten (10) calendar days of the invoice date to
have sufficient procurement funds on hand to satisfy CARB' s security
requirements. The allocation of any GHG Compliance Instruments attained by
NCPA in each Reserve Sale (as described in (4 a-c) below), and the associated
cost thereof, shall be in proportion to the Participant' s share of the MTA
Shortfalls for each covered entity. For each Participant whose MTA Shortfall is
then satisfied, any excess funds collected above will be refunded to the respective
Participants after the applicable Reserve Sale.
(a) At the first Reserve Sale in each calendar year, NCPA will
bid the applicable Tier 1 price for 33 .3% of the so determined
MTA Shortfall of all Participants .
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
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(b) At the second Reserve Sale in each calendar year, NCPA will
bid the applicable Tier 2 price for 66 .7% of the so determined
MTA Shortfall of all Participants .
(c) At the third and fourth Reserve Sale in each calendar year,
NCPA will bid the applicable Tier 3 price for 100 .0% of the
so determined MTA Shortfall of all Participants.
(5) Pursuant to Pooling Schedule 13, Section 2, individual
Participants may acquire and transfer GHG Compliance Instruments to NCPA, if
administratively feasible and as allowed by the GHG Regulations, to meet all or
a portion of any then existing or forecast compliance obligation not already
attained by NCPA on behalf of such Participant(s) . Any transfers of Participant
GHG Compliance Instruments eligible to be used for the first compliance period
consisting of CY2013 and CY2014 to NCPA will first be applied to meet any of
such Participant' s unmet CY2013 compliance obligation, with any excess GHG
Compliance Instruments applied to such Participant' s unmet Compliance
obligation during the next subsequent compliance year(s) . To the extent one or
more Participants transfer GHG Compliance Instruments to NCPA for such
purposes, NCPA will allocate the GHG Compliance Instruments and associated
costs thereof of any subsequent NCPA Compliance Instrument procurement for
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SECOND AMENDED AND RESTATED POOLING AGREEMENT
POOLING SCHEDULE 13
CY2013 in proportion to those Participants on whose behalf such GHG
Compliance Instruments are procured.
(6) NCPA shall track by covered entity and Participant, and
regularly report, as allowed by the GHG Regulations, to Participants the then
current and remaining forecast compliance obligations of the current calendar
year together with quantities and prices associated with each NCPA Compliance
Instrument transaction.
Section 4: Surrender of GHG Compliance Instruments. NCPA will
surrender GHG Compliance Instruments in accordance with procedures
specified in the GHG Regulations . NCPA will track any Participant' s untimely
provision or transfer of GHG Compliance Instruments to NCPA. In addition,
NCPA will track and allocate to the responsible Participant(s) any identifiable
costs, charges, fees, penalties, liabilities, and damages arising out of a
Participant' s activities related to complying with GHG Regulations for the
services provided under the Agreement — including, but not limited to, a
Participant' s decisions, actions, or inactions to transfer GHG Compliance
Instruments to NCPA, provide directions to NCPA, and or to pay cash - that
.results in NCPA not meeting regulatory requirements . Under no circumstances
shall NCPA or any other Participant be liable for such costs attributable to the
responsible Participant.
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