Loading...
HomeMy WebLinkAboutNorthern California Power Agency (NCPA) 2017-05-19COU No. 1617207 Transaction Confirmation This Transaction Confirmation (the "Confirmation") is entered into this 19 day of May , 2017 (the "Effective Date"), by and between Northern California Power Agency ("Purchaser") and City of Ukiah ("Seller'), each referred to herein individually as a "Party" and collectively as the "Parties" regarding the purchase and sale of Portfolio Content Category 1 Product Resource Contingent Bundled RECs ("the Product") pursuant to the terms and conditions contained herein. The Master Agreement, WSPP Service Schedule R and this Confirmation shall be collectively referred to herein as the "Agreement" and supersede and replace any prior oral or written confirmation regarding the Transaction (as defined below). Terms capitalized but not defined herein shall have the meaning as set forth in the Master Agreement, WSPP Service Schedule R or the CAISO Tariff. Contact Information: Seller: City of Ukiah _ _ Address: 300 Seminary Avenue Ukiah, CA 95482 Contract Representative: Mel Grandi Phone: (707) 463-6295 _ Email: mgrandi@cityofukiah.com Settlements Contact: Mel Grandi Phone: (707) 463-6295 Email: mgrandi@cityofukiah.com Purchaser: Northern California Power Agency Address: 651 Commerce Drive Roseville, CA 95678 Contract Representative: Ken Goeke ------ - , Phone: (916) 781-4290 Email: ken.goeke@ncpa.com Settlements Contact: Mike Whitney Phone: 916-781-4275 Email: Settlements@ncpa.com Master Agreement: WSPP Agreement effective August 3, 2016, as amended to date, including; WSPP Service Schedule R. Any conflicts between the Master Agreement and the Confirmation shall be resolved in the following order of control: first, the Confirmation; and second, the Master Agreement. Notwithstanding that Purchaser is a WSPP member and Seiler is not a WSPP member, the Parties agree that this Confirmation shall be read and interpreted in accordance with the terms and conditions set forth in the Master Agreement, and treat the Master Agreement as the governing contracting instrument for interpreting the rights and obligations of the Parties, as such pertain to this Transaction. Transaction: Seller owns or procures Seller's Entitlement Interest in the output of certain generating facilities, which are identified in this Confirmation, each of which qualifies as an eligible renewable energy resource ("ERR") during the Delivery Term (as defined below) under the California RPS (as defined below), as codified at California Public Utilities Code Section 399.11, et seq., and Seller desires to sell to Purchaser, and Purchaser desires to accept from Seller, Product produced by such generating facilities pursuant to the terms and conditions set forth herein. Product: Resource Contingent Bundled RECS as such is described under Section R- 2.3.4 of WSPP Service Schedule R. More specifically subject to Eligibility, Transfer of RECS, and Change of Law Provisions, the Product shall comply with Section 399.16(b)(1)(A) Portfolio Content Category Product 1, as defined by CPUC Decision 11-12-052, consisting of Service Schedule B Energy and associated Green Attributes, including RECS, produced during the Delivery Term by the Projects listed herein, each of which is: (i) certified as an ERR for the California RPS and registered with WREGIS, and (ii) from which Seller is entitled, pursuant to its agreements, to Seller's Entitlement Interest of the output of the Energy and associated Green Attributes, and such output is used to source the Product delivered hereunder during the Delivery Term (collectively, the "Generating Facilities"). The Product shall include Energy and associated RECs, but does not include any other non-renewable and environmental attributes (e.g., Ancillary Services or Resource Adequacy Capacity). Seller: City of Ukiah Purchaser: Northern California Power Agency Delivery Term: Effective Date through December 31, 2017, Generating Facilities: Identified in the Table A below. TABLE A Delivery Points: Each Generating Facilities' respective Point of interconnection with the CAISO Balancing Authority Area. Scheduling: Seller or Seller's designee shall schedule and deliver the Energy portion of the Product, on behalf of Purchaser, to the CAISO at the applicable Delivery Point, in accordance with the requirements and the prevailing protocols of the WECC and CAISO Tariff. Seller's CEC Entitlement Certification Facility Name Geothermal 1, Unit 1 Resource ID NCPA_7_GP1UN1 WREGIS ID W1254 Interest 5.6145% No. 60908A Geothermal 1, Unit 2 NCPA_7_GP1UN2 ! W1255 5.6145% 60909A Geothermal 2, Unit 4 NCPA_7_GMW W1257 5.6145% 60911A Delivery Points: Each Generating Facilities' respective Point of interconnection with the CAISO Balancing Authority Area. Scheduling: Seller or Seller's designee shall schedule and deliver the Energy portion of the Product, on behalf of Purchaser, to the CAISO at the applicable Delivery Point, in accordance with the requirements and the prevailing protocols of the WECC and CAISO Tariff. Contract Quantity: Product generation from 100% of Seller's Entitlement Interest generated from the Generating Facilities as described in Table B herein. The amount of Product delivered from Seller to Purchaser during any applicable dispatch interval during the Delivery Term of the Transaction shall be limited to Seller's Entitlement interest in the output of each Generating Facility listed herein. TABLE B Facility Name Term Seller's j Entitlement Interest Estimated Generation (MWh) Geothermal 1, Unit 1 Effective Date through December 31, 2017 5.6145% 9,200 Geothermal 1, Unit 2 September 2017 5.6145% 11000 Geothermal 1, Unit 2 November 1, 2017 through December 31, 2017 5.6145% 2,100 Geothermal 2, Unit 4 September 2017 5.6145% 1,600 Geothermal 2, Unit 4 November 1, 2017 through December 31, 2017 5.6145% 3,400 Total 17,300 Contract Price: The Contract Price for Energy ("Energy Contract Price") shall be equal to the CAISO Locational Marginal Price calculated at the Delivery Point PNode per megawatt hour (as the same may be netted in accordance with the Poyment section below). The Contract Price for each REC produced and transferred from Seller to Purchaser ("REC Contract Price") shall be equal to $15.00. Eligibility: Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource ("ERR") as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project's output delivered to Purchaser qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law [STC 6, Non -Modifiable. (Source: D.07-11-025, Attachment A.) D.08- 04-009] The aggregate "commercially reasonable efforts" expenditures for Eligibility, Transfer of RECS, and Change of Law Provisions (Section R - 5.2.2(b)) are limited to the Capped Amount. Transfer of RECS: Transfer of Renewable Energy Credits. Seller and, if applicable, its successors, represents and warrants that throughout the Term of this Agreement the Renewable Energy Credits transferred to Purchaser conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08-08-028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC REC-1, Non -modifiable. D.11-01-025] Tracking of RECs in WREGIS. Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Purchaser to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. [STC REC-2, Non -modifiable. D.11-01-025] Purchaser warrants that all necessary steps to allow the Renewable Energy Credits transferred to Purchaser to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. The Transfer of RECs shall be made in accordance with the rules and regulations of WREGIS. For each month during the Delivery Term, Seller shall transfer RECs from its WREGIS account to Purchaser's WREGIS account within ten (15) Business Days of creation of the RECs. Purchaser's WREGIS account ID is 297. Vintage: Calendar Year 2017. Payment: Energy: To simplify the scheduling and settlement process based on the current CAISO market scheduling and settlement protocols, whereby CAISO will pay the Seller for the value of the Energy produced and delivered by the Generating Facilities at the Delivery Point on behalf of Purchaser, the Parties agree that Seller shall schedule and deliver an amount of Energy consistent with the Contract Quantity during the Delivery Period with and to the CAISO at the Delivery Point(s), and Seller shall receive payment for the Energy from the CAISO for such delivery based on the CAISO Locational Marginal Price. Consequently, and consistent with applicable netting provisions of the Master Agreement, Purchaser and Seller hereby agree to net the payment for Energy Seller receives from the CAISO against the Contract Price, such that the net payment Seller shall receive from Purchaser shall be calculated as follows: 4 Payment Due from Purchaser to Seller = Delivered and Accepted Contract Quantity * REC Contract Price. RECs: Purchaser shall pay Seller for transferred RECs within (20) Business Days of receipt of Seller's invoice subsequent to the transfer of RECs, or as otherwise provided for pursuant to the standard timing of the NCPA All Resources Bill. The invoices issued by Seller hereunder shall include a statement detailing the RECs conveyed via WREGIS (i.e., Project Name, Vintage Month, CEC RPS ID, Contract Quantity and REC Contract Price). Environmental Attributes: All Attributes. The Product is a Resource Contingent Bundled REC sourced from the Generating Facilities. The Parties agree that the Product will be sourced only from the specific Generating Facilities identified in the Confirmation with no substitutions. Applicable Program: State of California Renewable Portfolio Standard Program (hereinafter referred to as "California RPS", "Renewables Portfolio Standards" or "RPS Program"), as codified at California Public Utilities Code Section 399.11, et seq., and requiring that a specified percentage of a load -serving entity's retail sales should be supplied with electricity generated by eligible ERRs. Tracking System: RECs associated with the Product shall be tracked using WREGIS. In addition to any audit rights that Purchaser may have under the Master Agreement, Seller shall, upon Purchaser's reasonable request, provide documentation which may include meter data as recorded by a CAISO certified meter, sufficient to demonstrate that the Product has been conveyed and delivered, in accordance with the terms of this Confirmation. Representations and Warranties: Each Party represents and warrants to the other (i) that it is an "eligible commercial entity" and "eligible contract participant" within the meaning of the Commodity Exchange Act; (ii) this transaction has been subject to individual negotiation by the Parties; and , (iii) all necessary steps have been taken to allow the Green Attributes to be transferred to Purchaser to be tracked in WREGIS. Seller further represents and warrants to Purchaser that: (i) Seller has the right to sell the Product and holds the rights to 5 Seller's Entitlement Interest in all Product from the Generating Facilities; (ii) Seller has not sold the Product or any Green Attribute of the Product to be transferred to Purchaser to any other person or entity; (iii) Energy and Green Attributes to be purchased and sold pursuant to this Confirmation are not committed to another party; (iv) Seller represents and warrants that electricity from the Generating Facilities is available to be procured by Purchaser, and Seller is not currently selling and will not sell the electricity produced by the Generating Facilities back to the Generating Facilities; (v) the Product is free and clear of all liens or other encumbrances; and (vi) it will cooperate and work with Purchaser, the CEC, and/or the CPUC to provide any documentation required by the CPUC or CEC to support the Product's classification as a Portfolio Content Category 1 Product as set forth in California Public Utilities Code Section 399.16(b)(1)(A). Furthermore, Seller hereby sells and conveys all Green Attributes associated with the Product produced from the Generating Facilities (other than resource adequacy attributes and ancillary services) to Purchaser as part of the Portfolio Content Category 1 Product being delivered. Change in Law Provisions: The Product shall be Regulatorily Continuing requiring that Seller make commercially reasonable efforts to obtain compliance with Changes in Law in the California RPS, provided that such costs should not be greater than. $5,000.00 (the "Capped Amount"). This provision shall not apply to any Product that was Delivered and Accepted prior to any Change in Law if such Product complies with the California RPS that existed when it was Delivered and Accepted. This Confirmation is executed for the express purposes of complying with the California RPS and Section 399.16(b)(1)(A) of the California Public Utilities Code. The Parties acknowledge that the CEC and/or CPUC may be modifying mandatory contract language, altering the procurement and product qualification rules, and updating the relevant RPS Eligibility 0 Guidebook in a manner consistent with that legislation. If any statutes, rules, regulations, permits or authorizations are enacted, amended, granted or revoked which have the effect of changing the transfer and sale procedure set forth in this Confirmation so that the implementation of this Transaction becomes impossible or impracticable, or otherwise revokes or eliminates the California RPS or language required to conform to the California RPS, the Parties hereto agree to negotiate in good faith to amend this Confirmation to conform with such new statutes, regulations, or rules in order to maintain the original intent of the Parties under this Agreement. Reporting Obligation: Purchaser shall have no responsibility (whether regulatory or financial) for greenhouse gas emissions associated with the Product, and any such obligation shall be fulfilled by or at the direction of Seller at its own cost. Review: To monitor compliance with this Confirmation, each Party reserves the right to review during normal business hours and at its own expense, for up to two (2) years following delivery of the Product under this Confirmation, and with reasonable advance notice to the other Party, and to the extent that such other Party is in possession of such information, information required to verify that the Product sold under this Confirmation was not otherwise sold by Seller to a third party. Confidentiality: Except as provided in this Confidentiality section and the California Public Records Act, and subject to and without limiting Section R-7, neither Party shall publish, disclose, or otherwise divulge Confidential Information to any person at any time during or after the term of this Agreement, without the other Party's prior express written consent. Each Party shall permit knowledge of and access to Confidential Information only to those of its affiliates and to persons investing in, providing funding to or acquiring it or its affiliates, and to its and the foregoing persons' respective attorneys, accountants, representatives, agents and employees who have a need to know such Confidential Information related to this Agreement. If required by any law, statute, ordinance, decision, order or regulation passed, adopted, issued or promulgated by a court, Governmental Authority or agency having jurisdiction over a Party, including the California Public Records Act, that Party may release Confidential Information, or a portion thereof, as required by the Applicable Law, statute, ordinance, decision, order or regulation. A Party may disclose Confidential Information to accountants in connection with audits. In the event a Party is required to release Confidential Information, such Party 7 shall notify the other Party of the required disclosure, such that the other Party may attempt (if such Party so chooses), at its sole cost, to cause the recipient of the Confidential Information to treat such information in a confidential manner, and to prevent such information from being disclosed or otherwise becoming part of the public domain. Parties acknowledge that Purchaser is obligated to provide Confidential Information to the CPUC and CEC for regulatory compliance purposes for the California RPS program, and Seller waives the prior notice requirement and authorizes such disclosures to the CPUC and CEC. Applicable Law/ Governing Law: This Agreement and the rights and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law, To the extent enforceable at such time, each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement. [STC 17, Applicable Law, Non -Modifiable. (Source: D.07-11-025, Attachment A) D.08-04-0091. FERC Standard of Review; Mobile - Sierra Waiver: (a) Absent the agreement of all Parties to the proposed change, the standard of review for changes to any rate, charge, classification, term or condition of this Agreement, whether proposed by a Party (to the extent that any waiver in subsection (b) below is unenforceable or ineffective as to such Party), a non-party or FERC acting sua sponte, shall solely be the "public interest" application of the "just and reasonable" standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group, Inc. v. Public Util. Dist. No. 1 of Snohomish, 554 U.S. 527 (2008), and NRG Power Marketing LLC v. Maine Public Utility Commission, 558 U.S. 527 (2010). (b) In addition, and notwithstanding the foregoing subsection (a), to the fullest extent permitted by applicable law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under §§ 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable law or market conditions that may occur. In the event it were to be determined that applicable law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this subsection (b) shall not apply, provided that, consistent with the foregoing subsection (a), neither Party shall seek any such changes except solely under the "public interest" application of the "just and reasonable" standard of review and otherwise as set forth in the foregoing section (a). Forward Contract: This Confirmation constitutes a sale of a nonfinancial commodity for deferred shipment or delivery that the parties intend to be physically settled and is excluded from the term "swap" as defined in the Commodity Exchange Act under 7 U.S.C. § la(47) and the regulations of the Commodity Future Trading Commission and Securities and Exchange Commission, with further reference to 77 Fed. Reg. 48233-35. Definitions/ Interpretations: For purposes of the Confirmation, the following definitions and rules of interpretations shall apply: "Applicable Law" means all legally binding constitutions, treaties, statutes, laws, ordinances, rules, regulations, orders, interpretations, permits, judgments, decrees, injunctions, writs and orders or any Governmental Authority or arbitrator that apply to RPS or any one or both of the Parties or the terms hereof. "CAISO" means the California ISO. "CAISO Tariff" means the CAISO FERC Electric Tariff. "Confidential Information" means all oral and written information exchanged between the Parties with respect to the subject matter of this Agreement. The following information does not constitute Confidential Information for purposes of this Agreement: (a) information that is or becomes generally available to the public other than as a result of a disclosure by either Party in violation of this Agreement; (b) information that was already known by either Party on a non -confidential basis prior to this Agreement; and (c) information that becomes available to either Party on a non -confidential basis from a source other than the other Party if such source was not subject to any prohibition against disclosing the information to such Party. "Green Attributes" means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Generating Facilities, 0 and its avoided emission of pollutants. Green Attributes include but are not limited to RECs, as well as: (1) any avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere; (3) the reporting rights to these avoided emissions, including but not limited to Green Tag Reporting Rights. Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser's discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on a MWh basis and one Green Tag represents the Green Attributes associated with one (1) MWh of Energy. Green Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Generating Facilities, (ii) production tax credits associated with the construction or operation of the Generating Facilities and other financial incentives in the form of credits, reductions, or allowances associated with the project that are applicable to a state or federal income taxation obligation, (iii) fuel -related subsidies or "tipping fees" that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Generating Facilities for compliance with local, state, or federal operating and/or air quality permits. If the Generating Facilities are biomass or biogas facility and Seller receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributed to its fuel usage, it shall provide Purchaser with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Generating Facilities. "Point of Interconnection" means the physical point at which a Generating Facility interconnects to the CAISO Balancing Authority Area. "WECC" means the Western Electricity Coordinating Council or its successor organizations. "WREGIS" mean the Western Renewable Energy Generation Information System, or its successor organization. WE The Parties agree that the terms and conditions stated herein accurately reflect the agreement reached bythe Purchaser and Seller. IN WITNESS WHEREOF, the Parties have signed the Confirmation effective as of the Effective Date. Northern California Power Agency By Name: Ken Gvwxe Title: Supervisor, Portfolio and Pool Management 11 City ofUkiah Name: rage Sangi como Title: City Manager