HomeMy WebLinkAboutAgenda Report - August 5, 1992 (83)1OF
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COUNCIL COMMUNICATION
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AGENDA TITLE: Approve Execution of the Seattle City Light Capacity hnd
Energy Exchange Third -Phase Agreement
MEETING DATE: August 5> 1992
PREPARED BY: Electric Utility Director
RECOMMENDED ACTION: That the City Council adopt the attached[ resolution which
authorizes the execution of the Seattle City Light
Capacity and Energy Exchange Third -Phase Agreement
(Agreement) on file in the office of the City Clerk.
" Approve Execution of the Set. .le City Light Capacity and Ene► Exchange
Third-Phase Agreement
August 5. 1992
Page two
r
The Electric Dep rtment's review of this matter indicates that the participation
level should be 4
.667 percent, which translates into approximate y 30 megawatts of
Firm Capacity.
FUNDING: Not applicable.
Henry J. Rice
Electric Utility Directdr
C: City Attorney
CC-SCL/CO.COM
RESOLU'T'ION NO. 92-134
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A RESOLUTION OF THE LODI CITY COUNCIL
APPROVING EXECUTION OF THE
SEATTLE CITY LIGHT
CAPACITY AND ENERGY EXCP3AME
THIRD -PHASE AGREEMENT
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WHEREAS, Northern California Power Agency [NCPX of which Lodi
is a participant, has found that it mould be ece omical for its
participating members to seasonally exchange capacity and energy with a
Pacific Northwest utility; and
WHEREAS. Seattle City Light (SCL) .is a departmenLot
f the City of
Seattle, a Washington State municipal corporation operates a
winter peaking electric utility system composed primarily of
hydroelectric generating plants; and
WHEREAS. the City of Lodi operates a summer puking electric
system which has need for Firm capacity and Associated Energy during
the summer peaking season and excess Firm Capacity during the winter
season; and
WHEREAS, the SCL Capacity and Energy Exchim9e Agreement
(Agreement) would provide an opportunity for Lodi to meet its Firm
Capacity requirements through the year 2005; and
WHEREAS. the exchange detailed in the Agreement pr6vides for Firm
Capacity and Associated Energy to be supplied by SCL during the summer
season to the NCPA Participants with the expectation that NCPA
Participants would return the Firm Capacity and associated Energy to
SCL during the following winter season; and
WHEREAS, the capacity exchange is, in both seasonk, derived from
surplus availability thus making better use of each utility's resources
and is not expected to result in any cost obligation by the parties;
and
WHEREAS, NCPA Participants must return 20 percent more energy in
the winter season than received in the summer season; andl
WHEPZAS, the 49MW highly efficient combustion turbine generation
facility to be located in Lodi has the base load generating capability
of producing the required energy during the winter season, which is a
more efficient period for its operation (turbine efficiency increases
during the cooler weather); and
RES92134/TXTA.01V
3
Resolution NO. 92-134
August 5, 1992
Page Two
WHEREAS. NCPA Counsel and the NCPA Cormission nave reviewed the
Agreement and recommend its approval by the participants; and
WHEREAS, the Electric Department's review lof this matter
indicates that the participation level should be 41.60 percent, vhich
translates into approximately 30 megawatts of Firm Capaaity.
NOW, THEREFORE, BE IT RESOLVED that the City Council hereby
authorizes a 41.667 percent participation in the Agreement.
BE IT FUR711PA nSOLVED that the City Manager is authorized to
execute the Agreement. ,
Dated: August 5, 1992 I
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I hereby certify that Resolution No. 92-1341 was passed and
adopted by the Lodi City Council in a regular meeti g field August 5.
1992 by the following vote:
Aye$: Council Members -
Noce: Council Members '
Absent: Council Members -
RES92134/TX'TA.DIV
Alice M. Reirnche
City Clerk
92-134
61
RESOLUTION NO. 92-134
A RESOLUTION OF THE M D I CITY COUNCZ
APPROVING EXECUTION OF THE
SEATTLE CITY LIGHT
CAPACITY AND ENERGY EXCHANGE
THIRD -PHASE AGREEMENT
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I
AREAS, Northern California Power Agency (NCA), of which Lodi
is a participant. has found that it would be economical for its
participating members to seasonally exchange capacity and energy with a
Pacific Northwest utility: and
WHEREAS. Seattle City Light (SCL) is a departm$nt of the City of
Seattle, a Washington State municipal corporation that operates a
winter peaking electric utility system co:rpoied primarily of
hydroelectric generating plants; and
WHRRSAS, the City of Lodi operates a summe� peaking electric
system which has need for Firm Caparity and Associated Energy during
the summer peaking season and excess Firm Capacity during the winter
season; and
WHEREAS, the SCI. Capacity and Energy 21change Agreement
(Agreement) would provide an opportunity for Lodi to meet its Finn
Capacity requirements through the year 2005; and
WiZRZAS, the exchange detailed in the Agreementprovides for Finn
capacity and Associated Energy to be supplied by SCL during the summer
season to the NCPA Participants with the expectation that NCPA
Participants would return the Firm Capacity and Associated Energy to
SCL during the following winter season; and
WHEREAS, the capacity exchange is, in both sea6ons, derived from
surplus availability thus making better use of each utility's resources
and is not expected to result in any cost obligation by the parties;
and
WHEREAS, NCPA Participants must return 20 perc6nt more energy in
the winter season than received in the summer season: and
WHEREAS, the 49MW highly efficient combustion Lurbine generation
facility to be located in Lodi has the base load generating capability
of producing the required energy during the winter season, which is a
more efficient period for its operation (turbine efficiency increases
during the cooler weather); and
RES92134/TXTA.02J
Resolution No. 92-134
August 5, 1992
Page T"o
WHEREAS. NCPA Counsel and the NCPA Commission hive reviewed the
Agreement and recommend its approval by the participants; and
WHEREAS. the Electric Department's review cif this matter
indicates that the participation level should be 41.661 percent, which
translates into &pproximately 30 megawatts of Firm Capacity.
NOW, THEREFORE, BE IT RESOLVED that the Citt Council hereby
authorizes a 41.667 percent participation in the Agreement.
BE IT FURTHER RESOLVED that the City Manager js authorized to
execute the Agreement.
Dated: August 5, 1992
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I hereby certify that Resolution No. 92-134 was passed and
adopted by the Lodi City Council in a regular meetin� held August 5,
1992 by the following vote:
Ayes: Council Members - Hinchman, Pennino, Sie�lock, Snider
and Pinkerton (Mayor)
Noes : Council Nkng)ers - None
Absent: Council Members - Norse
A M. Re the
City Clerk
RES92134/TXTA.02J
SEATTLE CITY LIGHT
CAPACITY A i i ENERGY EXC HAN G E
THIRD PHASE AGREEMENT
This Agreement, datrd as cf August 5 ,199` , by and
the Northern
California Power Agency, ajoint powers agency of the State of Califdrnia (NCPA) and
the members ofNCPA which have executed this Agreement (Pamcipant or
Participants), is entered into on the basis of the following.
Recitals:
A. NCPA's Resource Plan shows that it would be economical fod NCPA and its
participating members to seasonally exchange capaci ty and energy w1th a Pacific
Northwest utility.
a NCPA has therefore entered into the Seattle City Ught/N CPA Capacity and
Energy Exchange Agreement, elated , 1992 (&ccha.n�e Agreement)
under which it will exchange capacity and energy with Seattle City Light (SCL)
conditioned upon NCPA and SCLbecoming interconnected through the California -
Oregon Transmission Project and the Third AC transmission system,
G SCL is a department of the City of Seattle, s Washington mu�icipaI corporation
that cpembesawinter peaking eIectric utility system composed primarily of
hydroelectric generating plants together with some thermal electric generating plants.
C. NCPA and the Participants wish to enter into this Agreement to provide all
means necessary forNCPA to fulfill obligations incurred on behalf off' NCPA and the
Participants pursuant to the Exhange Agreement.
NOW THEREFORE, NCPA and the Participants hereby cn ir into this
Agreement
Execution Counterpan
I
Section 1. Definitions. The following terms shall. when used in this
Agreement, have the following meanings:
1.1 "Associated Energy" means the cncrgy associated \vitl# the Firm
Capacity made available by the delivering party pursuant to the Exchano Agreement.
12 "Exchange Agreement" means titc 3grccmcnt bct+ e4 NCPA and
SCL referred to in the second recital hereinabove.
13 Mum Capacity" means the capacity made available the delivering
party to the receiving party pursuant to the Exchange Agreement.
1A "Participant" means an NCPA member which has cxe�uted this
Agreement and a Participant's successor in interest. T
1.5 "Participation Percentage" means. with respect to cac 1Participant,
the percentage of the total capacity and assoociated energy of the Project 'towhich such
Participant is entitled pursuant to the terms of this Agreement. The Participation
Percentage forcach Participant shall be the percentage set forth opposite the name of
such Participant in AppendixA hereto, as such Appendix A may be araeitded from
time to time in accordance with this Agreement.
1.6 "Project" means the exchange of capacity and energy Irsuant to the
Exchange Agreement and any amendments thereto.
Section 2 Purpose. The purpose of this Agreement is: (i) to proide for the
deHvtq by NCPA and the acceptance by the Participants of the Firm Cipacity and
Associated Energy receivedby NCPA from SCL under the Exchange Agreement, (ii)
to provide forthe making availableof Firm Capacity and Associated Energy by
Participants that is to be deliveredby NCPA to SCL under the Exchange Agreement,
(iii) to authorize NCPA as agent for the Participants to engage in acrivi ties related to
that basic purpose and (iv) to specifythe rights and obligations of yCPA and of the
Participants with respect to the Project.
Execution G)untemart
Section 3. Firm Capacity and Associltd Energy .
3.1 NCPA will make all reasonable efforts to make ay ilable to each
Participant a portion cf the total Firm Capacity and Associated Fine ry provided by
SCLto NCPA under the Exchange Agreement equal to the product Cf the
Participation Percentage of that Participant and the total Firm Capa�ity and
Associated Energy provided by SCL to NCPA under the Exchange Agreement. `,,CPA
will make surh Firm Capacity and Associated Energy, tress transmission losses. available
at a point on or adjacent to the electric �tertm of the Participant. rcatonably well
adapted to the ability of such participant to utilize the power. Furthdnnorc, NCPA will
make all reasonable effortsto arrange for transmission of such powel over the lines of
others, and for additional power required from others as reserves agalinst planned or
emergency service interruptions.
3.2 Each Participant will make available to NCPA FiL Capacity and
Associated Energy, as those terms are defined in the Exchange AgreMent, sufficient
to enable NCPA, after transmission losses, to provide SCL, at the Point of Delivery
specified in the Exchange Agreement, with Firm Capacity and Associated Energy in
amounts equal to the product of the Participation Percentage cf that: Participant and
the total Firm Capacity and Associated Energy to be provided by NCPA to SCL under
the Exchange Agreement. To the extent any Participant fails to made available Firm
Capacity and Associated Energy to NCPA for purposes of fulfilling NCPA's obiigation
to SCL under the Exchange Agreement, NCPA shall procure the necessary Firm
Capacity and Associated Energy and bill such Participant to recover X11 costs
attnbutable to such procurement. T
3 3 Each Participant shall make available to NCPA slch transmission
capability on the COTP as is necessary for NCPA to me t (i) N CPA°s obligations to
SCL under the Exchange Agreement. and (ii) NCPA's obligation toIthc Participants
under this Agreement. To the extent any Participant fails to make aailable sufficient
transmission capability to NCPA forpurposes of fulfilling `iCPA's obligations under
the Exchange Agreement, NCPA may procure the necessary transrrlission capability
and will hill such Participant to rcccvcr all costs atinbutablc to such procurement.
3
Execution Counterpart
i
Section4. Related NCPA Activities. NCPA may engage in etheractivities•
p Capacity intended to enable the Participants to (i) utilize the Firm Ca acit and Isociatcd
Energy provided by SCLto NCPA as efficiently and economically as possible and (ii)
make available the Firm Capacity and Associated Energy provided by N C PA to SCL as
efficiently and economicallyas possible. NCPA shall exercise the authority granted to
it by this section in accordance with the provisions cf section 10 of this A�rcement.
Section 5. NCPA Pmiecr E.rnenses. The Participants recognize tAat NCPA will
incur certain expenses, including but not limited to charges for transmission services, as
the result of administering this Agreement and the Exchange Agreement. and carrying
out any related activities in which it maybe directed to engage pursuant tb Section 4 of
this Agreement. The Partici pants agree that NCPA may budget and bill [or such
expenses pursuant to Section 6 of this Agreement.
Section 6. budget and Billing Statements.
6.1 Prior to the beginning of each NCPA Oscal year for wilich no budget
has been adopted, the NCPA Commission will adopt a budget for such fiscal year or
years For costs and expenses relating to the Project. The NCPA Commission may
adopt budgets formorc than one fiscal year. The budget shall include the following
two categories ofcasts and expenses: (a) the charges that NCPA cs6rnat¢s that it will
itns to deliver Finn Capacity and Associated Energy to S CL, and (b) all other costs
and expenses reasonably related to the Project. NCPA shall promptly gide notice to
each Participant ofits projected share of such categories of costs and expbnses.
6.2 Monthly billing statements prepared by NCPA shall bC sent to each
Participant showingthe Participant's share i •f costs and other charges payable pursuant
to this Agreement for each billing period. Such statements shall separately set forth
any credit or debit adjustments.
6.3 Amounts shown on each billing statement are due ani payable thirty
(30) days after the date of the billing statement except that any amount due on a
Fridav, holiday or weekend may be puid on thr closest following workdaj.
6.4 Any amounts due and not paid by a Participant shail Gear interest
from the due date until paid at the annual rate established by the Commission of
NCPA at the time of adoption of the then most recent budget. If J Participant
questions or disputes the correctness of any billing statement by N LPA, it shall pay
NCPA the amount claimed when due and shall within thirty (30) +ys of the receipt of
such billing statement request an explanation from NCPA. If the bill is determined to
be incorrect, NCPA will issue a corrected bill and refund any amotint which may be due
the Participant which refund shall bear interest from the date NCPA received payment
until the date of the refund at an annual rate to be established by the Commission of
NCPA at the time ofadoption of the then most recent annual bud�ct. If NCPA and
the Participan t fail to agree on the correctness of a bill within thirty (30) days after the
Participant has requested an explanation, the parties shall promptly submit the dispute
to arbitration under section 1280 et ser. of the California Code of Civil Procedure.
Section 7. Oblieations in the Event of Dcfauit.
7.1 Upon failure of any Participant to make any pa ment in full whcn
due under this Agreement, NCPA shall make written demand upon such Participant,
and if payment is not made within 30 days from the date of such demand, the failure to
make payment shall constitute a default.
7.2 Upon the default of any Participant, NCPA (a) �av terminate the
Provisions of this AgreQrnent insofar as the Agreement entitles th� defaulting
Participant to its "articiipaHon Percentage of Project capacity and anergy, and (b) shall
use its best efforts to sell and transfer for the Participant's account jail or a portion of
the Participant's Participation Percentage of Project capacity andInergy. When making
s ich sales and transfers, NCPA shall allow all Participants and theh other NCPA
member entities the same rights of first refusal that are provided fbr in section 8 ofthis
Agreement. Notwithstanding such sale. transfer or termination. the obligations of the
defaulting Participant under this Agreement shall continue in full force and effect
except that such obligations shall be discharged to the extent that 114CPA receives
payment from a purchaser or transfcrct cf the defaulting Particip; nt's Participation
Fercentage in Project capacity and encrgy.
i
E'xccviion Coulitcrpan
7.3 Upon the default of any Participant. and cxccpt asttransfers are
made pursuant to sectiong, (i) the Participation Percentage of each donderaulting
Participant shallbe automatically increased forthe remaining termotthis Agrcemcnt
pro rata with those of the other nondefaulting Participants. and (ii) tic defaulting
Participant'sParticipation Percentage in the output of the Project capacity and cncr--v
shall (but only for purposes of computing the respective Participation Percentages of
the nondefaulting Participants)be reduced correspondingly. The factthat other
Participants have increased their obligations to NCPA according to t6 section shall
not relieve the defaulting Participant of its liability under this Agreement, and any
Participant increasing its obligation shall have a right of recovery from the defaulting
Participant to the extent of its increase in obligation.
Section8. Transfers ciERiehtsbv Participants.
8.1 A Participant has the right to make transfers, sdies, assignments
and exchanges (coll c ctively '=mfer(s)") of Project capacity, energy and rights thereto.
If a Participant desires to transfer a portion or its entire share cf the Project for a
specific time interval, orpermanently, NCPA will, if requested by such Participant, use
its best effortsto transferthat portion of tho Participant's share of the Project.
8.2 Before NCPA may transfer an excess Project share pursuant to
section 8.1 to any person or entity other than a Participant. it shall gi+ all Participants
the right to purchase the share on the same terms and conditions. Before NCPA may
transfer an excess Project share pursuant to section 8.1 to any person or entity other
than an NCPA member, it shallgive all NCPA members the right to�urchase the
share on the same terms and conditions. Such right shall be exercisedwithin thirty (30)
days of recc ipt of notice of said right.
8.3 No transfer shall relieve a Participant of any of its obligations
under this Agreement except to the extent that NCPA receives payment of these
obligations from a transferee.
G
Execution Counterpart
Section 9. Withdratizal, lav Participants. No Participant may wAdraw from this
Agreement. However. NCPX will use its best etforts to assist any Participant that
wishes to transfer all or any portion cf its rights pursuant to section 5 atlove.
Section 10L NCPA Governance of the Proiect.
10.1 Commicion 14,teetines. Actions of the NCPA Com6!n slon relating
to this Agreement or to the Project shall be taken at regular or special Fneetings of the
NCPA Commissionbut shallbe participated in onlyby those Commissioners, or their
designated alternates, who represent Participants.
102Q== A quorum at NCPA Commission meednL for purposes
of acting upon matters relating to this Agreement or to the Project shall consist of
Commissioners, or their designated Alternates, representing at 1 e s t two Participants
having a combined majority in interest based on Participation Percentages.
10.3 Votine. Voting by representatives cf Participants Oh matters
relating to this Agreement or to the Project shall be on a one member/dne vote basis.
with a majority vote required for action; however, upon request cf any Participant
representative, the voting on an issue shall be by Participation Percentage with a65''o
or more favorable vote necessary to carry the action. The 65% required by the
precedingsentenceshail be reduced by the amount that the Participations Percentage
of any Participant exceeds 35%. but shall not be reduced below a majority in interest.
10A Review of Voting. Any decisionrelated to thisAgieement or to
the Project taken by the affirmative vote cf Participants holding Participation
Percentages of less than 65% can be reviewed and revised if a Participant gives notice
of intention to seek such review and revisi or. to each of the other Participants within
ten days after receiving written notice of such action. Y such notice of iMcntion to seek
review is given, any action taken specified in the nohce shall be nullified unless the
authorized representatives of Participants holding at least 65% of the total
Participation PercentagesVete in favorthercof at a regular or specially Called mectinp,
of the NCPA Commission.The 65% required by the preceding setttertcC shall be
7
Grecunon Countc rpan
reduced by the amount that the Participation Perc:.ntage of any ParWipant ecceccis
350, but shall not be reduced below a majority in interest.
Section 11. Votin, on Termination of the EYChanQc AQrcemekt. Section l
ofthe Exchange Agreement providesthat the Agreement shall continue to he in effect
until notice of termination is provided at least seven years in advance cf tsrmination.
provided that termination shall not occur prior to May 31,2014. Accckdin,iv, on or
before April 30 of each year beginning in 2007, the rcprese n to tive of a nv Participant
may request a vote of the Commission as to whether a notice to to rm itiate €he
Exchange Agreement shall be issued before May 3I of that year. A notice to terminate
shall not be issued unless a request fora vote on termination is made 6y a Participant.
Notwithstanding any other pravision of this Agreement, such a notices shall be issued if
the representatives ofthe Participants failto unanimously vote not to !issue the notice
cf termination, unless on orbefore May 31 of that year the rights cf all Participants
who have voted to issue the notice of termination arc transferred, purWan t to section 5
of this Agreement, to atitiesthat have agreed to asa*iethe obligatibns of those
Participants.
Section 12 Tan and Termination. This Agrcerrtent shall not take effect until
it has been executed and delivered to NCPA by Participants, whose Phrricipadon
Percentages, in the aggregate, shall equal at least SO percent. The NCPA members
listed on Appendix A shall have 45 days following written notice of the effective date to
execute and deliver counterparts of this Agreement to N CPA., If any N CPA member
listed on Appendi-t A fails to execute and deliver this Agreement witHin such 45 days,
unless otherwise provided by the Participants, the Fanicipa ring Percentages of such
member or members shall be spread among the Participants in propohion to their
Participation Percentages. The term of this Agreement shall continud until the
expiration ofthe Exchange Agreement. This Agreement shall not be subject to
termination prior to the expiration of its term by any party under any �circumstanccs,
whether based upon the default of any other party under this Agreement or otherwise,
except as specifically provided herein.
Section 13. Member Service Aorccment. This Agreement is I service schedule
and a third phase agreement and shall he deemed incorporated into tlhe Member
S
Erccution Counicrrart
SeMce Agreement that each Participant has executed or successor a��r cment tothe
Member SeMce Agreement. This Agreement shall be construed as constituting the
more specificterrns governing the general relationship hetween the panics ,,Qt out in
that Member SeMce Agreement.
Section 14. Several Obligation. No Participant shall be liable uhdcr this
Agreement for the obligations of any other Participant, cxccpt as provided in section 7
of this Agreement. Each Participant shall be solely responsible and liable for
performance of its obligations under this Agreement and for the maintenance and
operation of its respective properties. The obligation of each Participant to make
payments under this Agreement is a several obligation and not a joint obligation with
those of the other Participants, except as provided in section 7 of this Agreement.
Section 15. Amendments. This Agreement maybe amended only by awritten
instrument executedby NCPA and the Participants or their successors 10th the same
formality as this Agreement.
Section 16. Sevcrability. In the event that any of the terms, co6ants or
conditions of this Agreement shallbe held invalid, NCPAand the Participants intend
that all other terms, covenants and conditions and their application shall not be
affected thereby, but shall remain in force and effect unless a court holds that such
provisions are not severable from all other provisions cf this Agreement.
Section 17. Govemina Law. This Agreement shall be interpreted, governed by
and court -rued under the laws of the State of California.
Section 18. Counter -parts.. This Agreement maybe executed ir1 several
counterparts, all or any ofwhich shall be regarded for all purposes as dne original and
shall constitute and be but one and the same instrument.
Section 19. Headings. The headings to the sections in this A >Icement 3rc
g g
intended forconventencc only and not forthe purpose of intcrpreting the provisions of
this Agreement.
9
ExcCution Curitcrpart
Section 20• Notices. Any notice, demand or request requircd or a
horixed t►v
this Agreement tobe given to any Participant or to `iCPA shall be giycri id writing and
shall either be personally delivered to the Participant or transmitted to the Participant
by regular mail at the address designated by the Participant.7fic desiVnstibn cf such
address may be changed at any time by written notice.
Secticn2l. No Waivers. No waiver of perfonwrxm under this Agr cmcnt shall
be effective tmless given by the Commission. Any such waiver by the ComFni& ion in
any paxticaalar instance shall not be deemed a waiver with respect to anv subsequent
performance.
Section 22, Warranty of Authority. Each Participant which has eluted and
delivered this Agreement represents and warrants that it has agreed to be bound by all
of the terms, covenants and conditions of this Agreement and has acted Ah all cf the
requisite capacity and authority and the approval of its governing body.
10
Execution Counicrpart
in witness whereof. each. Participant has, by the sib*nature of its d�iv authorized
representatives shown below, executed and delivered 3 counterpart of this arcemcnt.
NORTHERN CALIFORNIA
POWER AGENICY
By:
Date:
CITY OF LODI
t~c GLO&M., r
A.�.
r
CTTY OF ROSEVILLE
Attest:
a
Date:
CITY OF HEALDS�URG
Attest:
By:
Date:
CITY OF PALO ALTO
Attest:
By:
Date: I
CITY OF UKIAH
Attest.,
By: I
Date:
11
Exccution Counterpart
APPENDIX A
NCPAISCL CAPACITYAND EINERGY EXCILA G
THIRD PHASE AGREEMENT
PARTICIPATION PERCENTAGES AND NMEGAWA16
MEMBER
PERCEAT
VlEdANVAYrS
Healdsburg
2.667
11.6
I_adi
11.667
(5.0
Palo Alto
18333
E
!11.0
Roseville
33.333
0.0
Ukiah
4.000
12.1
Total 100.000 160.0
i
CAPACITY AND ENERGY EXCHANGE AGREEME�l r
B E'nVEEN
THE CITY OF SEAME, CITY LIGHT DEPARTMEYT
AIND
NORTHERN CALIFORNIA POWER AGENCY
CAPACITY AND ENERGY EXCHANGE
BETWEEN
THE CITY OF SEATTLE, CITY LIGHT
AND
NORTHERN CALHORNIA PONVER AGENCY
Y
Descnotion
_Page No.
I.
Definitions
II.
Term
4
III.
Opacity and Energy Exchange
41,
IV.
operations
7
V.
Settlements.
VI.
Authorized Representative
I�
VII.
Release and Indemnification
I
VI.
Assignment
I
VII.
Venue
i
I
VIII.
Notices
I
C,%PACITY :UND ENERGY EXCIt%a\1GE aGREEXI "t
BETWEEN
THE CITY OF SEATTL& CITY LIGHT DEP:\RTXI N'I'
NORTHERN CALIFOILMA POWERAGENCY
THIS AGREEMENT, entered into as of this _ day cf by and
between THE CITY OFSEAT7 LE, CITY LIGHT DEPART,MENT,("Seattle"), a
department of the City cf Seattle, a Washington municipal corporatiot, and
NORTHERN CALIFORNIA POWER AGENCY f; NCPA•"�.a Cali&nialoiw-Powers
Agency with its principal offices in Roseville, California.
WTINESSETH:
WIEEREAS,NCPAoperates asumrncr peaking electric utility syste micom posed
primarily of hydroetect6c generating plants together with sanggeothdrrnai electric
generating plants and combustion turbines: and
WHEREAS, Seattle operates a winter peaking electric utility system omposed primarily
of hydroelectricgene rating plants together with some thermal electricgenerating plants;
and
WHEREAS , NCPA has electric power available during me winter moths which it is
willing to make available to Seattle in return for electric power in the summer months;
and
WHEREAS, Seattle has electric power available during the summer pion the which it is
willing to make available to NCPA in return+1ftr cIccthc power in the winter months; and
WHEREAS, NCPA and Seattle are expected to be interconnected through the
California-OregonTr;insmission Project and the Third AC transmission systems. and
WHEREAS, it is the intent ofhoth Seattle and NCPA that beth Partiks receive benefits
from the seasonal exchange of electric power:
NOW, THEREFORE. in considerat]on of the mutual hcnefits to the Parties, the Parties
hereto agree as foIIonws:
NCI'.t Sr:utlr
Capacity and E nrry
Exchan;•e A+ mement
ARTICLE I
DEFINITIONS
As used herein:
1.1 Agreement
Shall mean this Capacity and Encrey Exchange Agreement be ecr: Seattle and
NCPA
1.2 Associated Energy
Shall mean energy associatedwith the Firm Capacity made avo ilable by the
DeliveringParty on the demand of the Receiving Rrty under this Agreement as
descnbcd in Section 3.
I
13 Authorized Reoresentative i
i
The individual specified pursuant to Article VI who is authorized to issue Normal
notices pursuant to Section 10.1.
1 A BP@
1.5
1.6 COTP
Shall mean the California -Oregon Transmission Project.
1.7 Deliverine Party
Shall mean Seattle during periods when Seattle is obligated to!provide the
NC',VSeattle
G1p:Jity and Energy
Exeh4age Agreement
1.8 Firm Capacity
Shall mean the capacity madc available by the Delivering Party to th� Receiving
Party under this Agreement as described in Section 3 which shall he supported by
all the resources available to the Delivering Party.
12 Good Utilitv Practice
1.10
Shall mean those practices, methods and equipment, including levelsf services
and provisions for contingencies as modified from time to time. that re 3 t 1 e s t
as good as those commonly u-scd in the western United States Eo operute, reliably
and safely, elccmc power facilities to serve a utility's own customers depcndably
and economically, with due regard for the conservation of natural resources and
the protection of the environment of the service area. ,
Shall mean Seattle or NCPA; collectively, Parties.
1.11 Point cf Delivery
Shall be as defined in Section 4.3.
1.12 Receivine Partv
Shall mean NCPA during periods when NCPA is entitled to receive the services
descnbed in Section 3.1 and shall mean Seattle during periods when Seattle is
entitled to receive the sc rvices described in Section 3.?.
1.13 Third AC lntertie
Shall mean the new AC transmission line under construction between the Pacific
Northwest and the California - Oregon border.
1.14 Third Party
Shall mean a person or entity other than Seattle or NCPA. i
1.15 Uncontrollable Fnrces
Shall mean any cause or causes that arc hcvond the control of the Par and
which render that Party unable to perform an obligation under this A_�reerncnt.
andwhich by the cxcrcise of duc difii;cncc such Par v could not rcasonably have
been expected to avoid, and which by dere diligence it is unable toove#come.
I 1CR.USeattte
CJpacity and Ener ---v
F*han,cc Aar ement
ARTICLE II
TERM s
2.1 Effective Date
This Agreement shall become effective on the date signed by botti Parties.
i
2.2 Termination
2.1-1 Termination Notice. Except asotherwise providedhercih, this
Aucement maybe terminated by either Partywith at least scvcn years
advance written notice, but in no event shall termination take effect
prior to May 31, 2014 or May 31 st of my year thereafter. Gncc a notice
to terminate is given, it may not be revoked without the �tten consent
of the other Party.
2.22 Unavailable orUnaccevtable Transmission5cMcc, Thikgrecment
may be terminated by either Party with at least thirty days advance
written notice if my of the following conditions fails to be fulfilled by
June 1.1995:
a. The COTP is energized and commercially operable -i
b. The Third AC intertie is energized and commercially operable;
c. Seattle has entered into a capacity ownership contract with BPA for
an ownership interest in the Third AC Inter -tic of sufficient size to
satisfy the transmission requirements of this Agreement,
d. Each Party has stipulated in writing that it is satisfied that the
agreement(s) the other Party has provided pursuant to Section 4.4
provides the other Party with transmission capability sufficient to
meet the other Party's obligations under this Agreement.
2.3 All obligations under this Agreement shall be preserved until sati�fied.
ARTICLE III
CAPACITY AND ENERGY EXCHANGE
i
3.1 ScMccs Provided by Seattle
Seattle shall :Hake Firm Capacity and ikssexiatcd Encrgy availaia • to NCP.:\ at
the Point of Delivery in the aniounts and tier the periods as Eollovs:
3.2
WMSeatlle
Capacity and Energy
Exchange Agreement
Rate (if 1,la.dmum Maximu6
Month -Delivery Encrc-rvlDav Encr--v/Month
June
60 MW
July
60 MW
Aug.
60 MW
Sept.
60 MW
Oct. 1-15
60 MW
720 MWh 21,600 4M
720 4P.Vh
22.320 MWh
460 MWh
14,260MWh
7-0 MWh
21,600 MWh
120 MRVh
10,5()0 MWh
3.1.1 Deliveries to NCPA shall be made first, beginning do June 1
immediately following the date that provisions (a) through (d) aP
Section 2.12 are fulfilled and continuing each Contract Year until this
Agreement is terminated.
3,1.2 The total Associated Energy delivery by Seattle to I CPA shall be
90,580 NfWh during the period June 1 through October 15 of each
contract year.
3.1.3 Energy deliveredby Seattle to NCPA in August sh4ll be delivered only
during the period 0801 through 2200 hours, Monday through Sunday, ar
as otherwise agreed by the Parties' schedulers or dispatchers at the time
of delivery.
Services Providedbv NCPA
3.2.1 NCPA shall make available to Seattle Finn Capaci� and Associated
Energy at the Point of Delivery during August or November, at Seattle's
option, in the amounts and for the periods as follows:
321.1 During the period2201 through 0800 h6s, Monday
through Sunday in August, NCPA shall'make available to
Seattle Fina Capacity in the amount of 46 MW and
Associated Energy in an amount not to exceed 460 VfWh
per day and 14,260 MWh for the month.
3.2.1.2 During the period November 15 through November 30,
NCPA shall make available to Seattle Finn Capacity in the
amount cf 46 MW and Associated Energy in an amount not
to exceed 1.103 MWh per day and 17,112 MWh for the
period., provided that no Associated EnL, rgy was delivered to
Seattle in August of that calendar year.;
3.2.1.3 Anv delivery of Associated Energy to SLattle in Au(ust shall
Cause the mi -,dr tum Associatcd Energly available tc> Seattle
from ``oven)her 15 t€7rou0i Noventberr,0 to he reduced to
14,260 NlWh minus the quantic!
" \Ci' 1iSrsttir
Gapadty and Encr:*r
F-(chzs-,-c ; -gre cnt
I
or Ass,&tcd Encr-,y
delivered in August ofthat calendar vcar.
3.2.2 NCPA shall male Firm Capacity and Assc<ciatcd En6gy avaitahlc to
Seattle at the Point of Delivery in the amounts and for the periods as
follows:
Ruts cf i%lwdmvrnlEnerz-Alonth
%fa.'arnum
Month Delivery Ener-w,Dav
Dec, 56 MW 710 MWh
'22,320 MWh
Jan. 46 MW 7201fiWh
122.3^0 MWh
Feb. 46 MW 7G0 M%Vh
; 20,160 N.-1)Vh
Mar. 56 MW 720M%Vh
11,320 \AWh
Apr. 12 MW 143 tiINVhla�l
464 MWh
3.2.3 Except as provided in Section 3.2.1.1, deliveries tottle
shall
commence on November 15 immediately fol€owing the completion of
initial deliveriesto NCPA, and shall continue each Contract Year until
this Agreement is terminated.
3.2.4 The maximum total Associated Energy delivery to
Jeattic by NCPA
shallbe 108,696MWh during the period November 15 through April 30,
except as provided in Section 3.21.3.
3.3 Fulfillmentof Obligations
A decisionby one Party not to take delivery of any or all the
ne rpy to which it is
entitledunder this Agreement in one Contract Year shallnot
relieve that Party
fromthe obligation to deliverall the energy to which the other Party is entitled in
a Contract Year.
3.4
Continuitv of Service
Firm Capacity and Associated Enc rgy is intended to be availE ble to the Receiving
Party at the times and in the amounts provided under this Agreement. In order
to achieve that degree of availability, the Delivering Party shall provide adequate
capacityandspinning reserves and prime -mover energy and sufficient
transmission to move such power to the Points of Delivery subject to Section 4.4,
andconsistcnt with Good Utility Practiccs.
ARTICLE Iv
OPERATIONS
4.1 Schedules
;\CPA. seattic
Cap:kity and Ener4,
Exchange Agmement
All energy deliveries shall be scheduled as follows:
4.1.1 Establishing Pre -Schedules The Receiving Pam hall notify tine
Delivering Party of the hourly amounts cf energy o be scheduled for
delivery during the next day or days. This notification shall occur hcforc
1000 hours Pacific Time on the last regular work day recognized by both
Partiesbefore the delivery is scheduled to begin. The pre -schedule, may
be revised at any time subject to agreement of the Panics' dispatchers or
schedulers.
4.1.2 Schedulinz Practices The Pames shall schedule i� accordancewith
Good Utility Practice and with the Western Systems Coordinating
Council scheduling practices in effect at the time schedules are made,
and in accordance with the transmission requirements of Section 4.4.
4.13 Rarnping Rates The mount of change in scheduled energy between
hours shall not exceed 5 MW per hour, unless otherwise mutually
agreed
4.1,4 Cashin-z Out During any month. a Receiving P4 may offer to sell
energy to the Delivering Party that would otherwise be available under
this agreement to the Receiving Party, which offer the Delivering Party
may frccly accept or reject. Any delivery of energy in excess of the
amounts in this Agreement, as detailed in Article 111, or outside of the
months descriNd in Article III will be m ide under separate agreement.
4.2 Uncontrollable Forces
In the event of Uncontrollable Forces, the Panics agree to�ooperate in taking
necessary and appropriate action, including changing schedules. Any scheduled
energy that is not delivered due to Uncontrollable Forces *11 be rescheduled and
delivered during line hours. as soon as system capabilities allow and as mutualiv
agreed by the f 3rtice dispatchers or schedulers, or, if this is not pmsthle. will
result in a pro rata reduction of energy for all months of return, An
Uncontrollable Farce that results in the perrnancnt loss of the transmission path
hetwcen the two Parties'sy,,tcros as obtained pursuant to Stiction 4.4. shall rclicvc
hath Panics of their obligations under this Agrecment, aitch anv Associated
Enervy not dch-vercd pursuant ti) Articic Ell hasbcc;n cashcld out,
�CP,VSt:�r rlc
i G�paritr ape E nct+„y
i
F-uhange A -grit tent
4.3 Points ctf Delivery
4.3.1 Deliveries to Seattle The Points of Delivery for delilrics to Seattle by
NCPA shall be at the point where the transmission lines of the Pacific
.Northwest - Pacific Southwest AC Intertie cross the Califomid-Oregon
border ("Border").
4.3.2 Deliveries to NCPA The Point of Delivery for dch4ries to uCPA by
Seattle shall be at the point where the transmission lines of the Pacific
Northwest - Pacific Southwest AC Intcrtie cross the California -Oregon
border ("Border").
4.3.3 Deliveries of energy pursuant to this Agreement mai be made at
alternate Points of Delivery subject to agreement bchvccn the Parties'
schedulers or dispatches. The Parties agree that reirnbummcnt of
costs to accommodate delivery cf energy to an alternate Point of
Delivery may be necessary. Any cost to be billed for the delivery of
power to an alternate Point of Delivery shall be agreed upon in advance
ofthe transaction by the Parties' schedulers or dispatchers.
5.4 Third Partv Transmission
The Parties recognize that their ability to provide the se rvicc� described in Article
II I will require that each of them obtain transmission capacity fmn Third Panics.
Each Party therefore agrees to use its best efforts to obtain such contractual
transmission capacity in an amount not less than I10percent of its ma.,imum
obligation to deliver Firm Capacity pursuant to Article III. Each Party further
agrees that the other Party shall not be required to obtain such contractual
transmission capacity in any greater amount. If despite best efforts either Party is
unable to obtain f=m Third Parties, or to maintain, sufficient transmission
service to meet its obligations under this Agreement, either Party may request a
meeting atwhich the Pames shall attempt to renegotiate the'terms and
conditions of this Agreement.
Each PartYshall promptly Provide the other Pate with anYIntract with 3 Third
Party for transmission service necessary to meet its obligatioth under this
Agreement.
The Parties also recognize that operational problems may Iiritit a Party's ability to
utilize Third Party transmission to provide Finn Capacity and Associated Energy
in accordancewith Article 111. The Parties therefore ai,,rcc that the obligation of
either Party to provide such Firm Capacity and \ssoci3tcd Oncruy shall be
limited to that which can he transmitted over the operational transmission
capacity that is available from Third Pirtics and is in place at any particular time.
NUAiseatlk
Ii Capxeily and E:neM
! Exehamie N reement
4.5 Transmission C-baroe'
Except as provided in Section 4.3, Seattle shall be responsible for all transmission
charges incurred for transmission services required to provide or receive service
under this Agreement north of the California -Oregon border. Except as
provided in Section4.3, NCPA shall be responsible for all transmission charges
incurred for transmission services required to provide or receive services under
this Agreement south of the California -Oregon border.
4.6 Transmission Losses
Seattle shallbe responsible for all transmission losses incurrc for transmission
services required to provide or receive service under this Agreement north of the
California-Oregonborder. NCPA shall be responsible for all transmission losses
incurred for transmission services required to provide or receive service under this
agreement south of the California-Qregon border.
ARTICLE V
SET l"LEMENI TS
5.1 A Party may bill the other Parry for the recovery of costs in rred as a result of
delivering power to an alternate Point of Delivery pursuant to Section 4.3.3.
5.2 Payments forcashing out pursuant to Section 4.1.4 shallbe 4ade purscant to this
Article V.
53 Except as provided in Sections 5.1 and 5.2, no other paymen IS arc to be made to
either Parry for the performance of obligations under this Agreement.
5.4 All power transactions hereunder shall be accounted for on the basis cf scheduled
hourly quantities. All dispatchers involved in the transactions shall maintain
records of hourly schedules for accounting and operating purposes.
5.5 The accounting period for transactions hereunder shall be ohe calendar month.
5_6 On orb(.fore the IOth day of the month following a month 1 which transactions
occur, the Party incurring costs pursuant to Section 4.3.3 shall render a bill to the
other Parry for such transactions. Parties shall pav bills on or before the later of
(i) the 25th day of the month or (ii) the 20th day following receipt of the bill.
Amounts which are not paid on or before the due date shall thereafter accrue
interest at the rate of one percent (I' 'v) per month or the maxamum rate
permitted by law, whichever its less, from the due date to the date payment is
received.
j.7 In the event any amount on any hill is in dispute, the dispuidd amount shall lie
paid under prot'cst when due. (Pon dcicrmsnation of the correct hilling amount,
the proper adjusitrtent shall he pard proniptly ,titer the determination. with
M
NMV Scattle
j CIPIcity and E ncr--r
Exch snge Ag-rvemrnt
interest accrued at the rate of one percent (1 o) per month or}the maximum rate
Permitted by law, whichever is less, computed from the date payment its received.
5.8 All billings and payments mailed by Seattle to NCPA shall bd addressed to:
Northern California Power Agency
Attention: Treasurer - Controller
180 Cirby Way
Roseville, CA 95673
5.9 All billings and payments mailed by NCPA to Seattle shall W addressed to:
Seattle City Light
Attention: Manager, Resource Administration
I1 l 1 'I'aird Avenue, Suite 420
Seattle. WA 98101
ARTICLE VI
AUTHORIZED REPRESENTATIVE
Each Parryshall specify irsAuthorized Representative for purposes6tthis .Nerccment
within thirty (30) days cf the effective date cf this Agreement.
ARTICLE VII
RELEASE AND INDEMNIFICATION
NCPA and Seattle will perform their respectivC ::-vices under this Xgreemcnt as
independent contractors in accordance with their own methods. this Agreement, an a
applicable laws and regulations. Each Parry releases the other from liability for loss or
damage to its electric system and from all other damages arising out of or in connection
with the other's performance of this Agreement except damage directly resulting from
the other Party's failure to maize capacity or energy available in accordance with the
provisions of this Agreement. Each Party, as indcmnitor, shall indemnify the other
against and hold it harmless from my and all liability for damages or injuries to Third
Pames, or damage to the property of Third Parties, resultin- from. or arising out of the
performance of this agreement by the indcmnitor. None of the indemnity and hold
harmless provisions contained in this paragraph shall apply to injuries or damage
resulting from the negligent or willful conduct cethe indemnitee or the indcmnitcc's
agents, or independent contractors who arc directly responsible to laid indemnitee.
Upon demand, the indemnitor will reimburse the indemnitee for ahy costs incurred by
the indemnitee in dcfendin:; any claim oracilon filed by such thirdlperson.
10
ti
Capacity and Energy
Exchance Ag-rminent
ARTICLE V I I I
ASSIGM.ME`7
This Agreement shall not be assigned by either Party NN ithout the prior tten approval
of the other. II
ARTICLE IX
VENUE
Tine Parties agree that the venue cf any action which may arise out of this Agreement
shall be either the United States District Court for the Western District of Washington,
or the United States District Court for the Eastern District of California.
101
10.2
ARTICLE X
Fonnal Notices Any notice, demand, information, report or it4m otherwise
required, authorized, or provided for in this Agreement shallbf given in writing.
except as provided pursuant to Section 10.2, and shall be deemed properly given
if (i) delivered personally. (ii) transmitted and received by telephone facsimile
device and confirmed by telephone. or (iii) sent by United States Mail postage
prepaid, to the persons specifiedbelow: i
(1) To NCPA:
General Manager
Northern California Power Agency
180Cirby Way
Roseville, Calif. 95678
(2) To Seattle:
Director of Power Management, Power Resources Bra*h
Seattle City Light
1111 Third Avenue. Suite 4?0
Seattle, WA `,9101
Routine Notices All notices of a routine character in Connectn with service
under this Agreement shall be given in such a manner as the artics may agree
from time to time. unless othenvisc provided in this Agrec:me t.
I
`CP.VSsa1t1e
rtp:wity :and Ernst a
Ychnn,r Agar"a cnt
10.3 Chanacs of Notice Recipients Either Pam may change the acsiInation or
address of the person who is to recel%,c notices on this behalf by giving the other
Parry notice thereof in the manner provided in Section 10.1.
Pi I WrINZ ESS WHEREOF, the Pames have caused this Agreement to be evecuted by
their duly authorized officers and their seal to be affixed, as of the day and vcar herein
written.
(Sea])
ATTEST:
Comptroller
NORTHERN CAL.IFORNiIA
POWER AGENCY
By L
General 1Vlanagtr
THE CITY Y OF SEATTLE
CITY LIGHT DEPARTvi T
By: f
SuperintcndeniI