Contract No. DE-MS79-95BP94766
GENERAL TRANSMISSION AGREEMENT
executed by the
UNITED STATES OF AMERICA
DEPARTMENT OF ENERGY
acting by and through the
BONNEVILLE POWER ADMINISTRATION
and
NORTHWEST ALUMINUM COMPANY
Index to Sections
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Section Page
1. Term of Agreement........................................... 3
2. Definition and Explanation of Terms ........................ 3
3. Exhibits; Interpretations .................................. 7
4. Designation of Transmission Demand.......................... 8
5. Transmission of Electric Power ............................. 8
6. Payment by The Customer .................................... 11
7. Power Scheduling ........................................... 12
8. Reactive Power ............................................. 13
9. Revision of Exhibits ....................................... 13
10 Addition or Deletion of Points of Integration and
Points of Delivery and Changes in Transmission Demands ..... 14
11. Option to Convert Service .................................. 17
12. Requests and Disputes ...................................... 18
13. Power Sales Contract ....................................... 18
14. Priority ................................................... 19
15 Assignment ................................................. 19
16. Stability Reserves ......................................... 19
17. Power Services ............................................. 28
18. No Third Party Beneficiaries ............................... 29
Exhibit A (Transmission Rate Schedules and General
Transmission Rate Schedule Provisions)........ 7
Exhibit B (General Wheeling Provisions)................. 7
Exhibit C (Transmission Parameters) .................... 7
Exhibit D (Transmission Loss Factors) .................. 7
Exhibit E (Request and Response Procedures)............. 7
Exhibit F (Stability Reserves Schemes).................. 7
This GENERAL TRANSMISSION AGREEMENT (Agreement), executed April 7, 1995, by
the UNITED STATES OF AMERICA (Government), Department of Energy, acting by and
through the BONNEVILLE POWER ADMINISTRATION (Bonneville), and NORTHWEST ALUMINUM
COMPANY, a corporation of the State of Maryland, each of which may be referred
to herein individually as "Party" or collectively as "Parties".
WITNESSETH:
WHEREAS, Bonneville Power Administration ("Bonneville") and Northwest
Aluminum Company, on October 23, 1995, entered into Contract No.
DE-MS79-85BP91987, (which as the same may be amended or replaced is hereinafter
referred to as Power Sales Contract); and
WHEREAS, Bonneville is, or intends to become, a party to the Westwide
Regional Transmission Association ("RTA") and the Northwest RTA which implements
portions of the National Energy Policy Act of 1992 (EPA 92).
WHEREAS, Bonneville is willing to offer transmission services to the Direct
Service Industrial Customers which are comparable to the services that its
Utility Customers receive under EPA 92 and the Northwest RTA.
WHEREAS, Bonneville is authorized pursuant to law to dispose of electric
power and energy generated at various Federal hydroelectric projects in the
Pacific Northwest or acquired from other resources, to construct and operate
transmission facilities, to provide transmission and other services, and to
enter into agreements to carry out such authority;
NOW, THEREFORE, the Parties hereto mutually agree as follows:
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1. TERM OF AGREEMENT
(a) This Agreement shall be effective at 2400 hours on the date of
execution (Effective Date) and shall continue in effect until 2400
hours on the fifth anniversary of the Effective Date; provided,
however, that power transactions to which the Waiver and Release
between the parties applies, signed by Bonneville on March 15, 1995,
may continue to be transmitted under this Agreement until June 30,
2001.
(b) Under expiration of this Agreement, and subject to the outcome of
National Environmental Policy Act review, Bonneville will offer to
extend transmission services provided hereunder, of the same quality
as, and on rates, terms and conditions consistent with, those offered
to entities with the right to request wheeling service under section
211 of the Federal Power Act.
2. DEFINITION AND EXPLANATION OF TERMS
(a) "Agency" means the Federal Energy Regulatory Commission or its
successor.
(b) "Available Transmission Capacity" and all other terms defined in
Exhibit E are incorporated into this section as if set out herein.
(c) "Customer Facilities" means the Customer's production facility served
by Bonneville under its Power Sales Contract as of the Effective Date
of this Agreement.
(d) "Contract Demand" means the number of megawatts specified as the
Customer's Contract Demand, as of the Effective Date of this
Agreement, in subsection 5(a) of its Power Sales Contract plus the
megawatts for transmission losses associated with such Contract
Demand; provided, that for purposes of this Agreement, upon Customer's
request and pursuant to subsection 5(d) of the Power Sales Contract,
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the Customer's Contract Demand shall be changed to reflect the maximum
allowable Contract Demand to which Customer would have been entitled
under subsection 5(d), Technological Allowances of the Power Sales
Contract if the Customer's Power Sales Contract (and all other
companies' power sales contracts) were in effect as of the date of
Customer's request; provided further, that for purposes of this
Agreement, Customer's Contract Demand shall not be reduced by any
termination under section 2 of the Power Sales Contract.
(e) "Eastern Intertie" means the transmission facilities consisting of the
Townsend- Garrison double-circuit 500 kV transmission fine segment
including related terminals at Garrison.
(f) "Electric Power" or "power" means electric peaking capacity, expressed
in kilowatts, or electric energy, expressed in kilowatt hours, or
both.
(g) "FCRTS" or "Federal Columbia River Transmission System" means the
transmission facilities of the Federal Columbia River Power System,
which include all transmission facilities owned by the Government and
operated by Bonneville, and other facilities over which Bonneville has
obtained transmission rights, excluding the Southern Intertie, the
Northern Intertie and the Eastern Intertie, provided, that the FCRTS
shall include any intertie if the costs associated with such intertie
are rolled-into the IR-93 transmission rate or its successor.
(h) "Northern Intertie" means the transmission facilities consisting of
two 500 kV lines between Custer Substation and the United
States-Canadian boarder, one 500 kV line between Custer and Monroe
Substations, and two 230 kV lines from Boundary Substation to the
United States-Canadian border, and the associated substation
facilities.
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(i) "Points of Delivery" or "POD" means the points, named in the
Transmission Parameters Exhibit, where Electric Power may be made
available to the Customer hereunder.
(j) "Points of Integration" or "POI" means:
(1) the point or points requested by the Customer and listed in the
Transmission Parameters Exhibit, where Electric Power from the
Customer's Resources shall be integrated into the FCRTS
hereunder; or
(2) the points mutually agreed upon by the Parties hereto where
Electric Power from other Resources may be made available to
Bonneville for nonfirm transmission to the Customer's Points of
Delivery. If requested, the Resources to be integrated at each
Point of Integration shall be identified.
(k) "Resource" means:
(1) any of the Customer's generating or contractual resources listed
in the Transmission Parameters Exhibit requiring firm
transmission services on the FCRTS; and
(2) any resource for which nonfirm transmission service is requested
and which is made available to Bonneville at mutually agreed upon
Points of Integration on the FCRTS; and
(3) any other resource not listed in the Transmission Parameters
Exhibit, but which is used to supply back-up for a listed
resource.
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(l) "Southern Intertie" means the following facilities: two 500 kV
transmission lines extending from John Day Substation to the Malin
Substation and to the California- Oregon border; portions of John Day,
Grizzly, and Malin Substations and the Sand Springs, Fort Rock, and
Sycan Compensation Stations; a portion of the Buckley Summer Lake 500
kV transmission line and associated substations; portions of the
Buckley-Marion and Marion-Alvey 500 kV transmission lines and
associated facilities; a portion of Bonneville's capacity rights in
the Summer Lake-Malin 500 kV transmission line; Bonneville's rights in
the Meridian-Malin 500 kV transmission line and Bonneville's share of
ownership of the Alvey-Meridian 500 kV transmission line; Captain Jack
Substation; the 500 kV transmission line from Captain Jack Substation
to the California-Oregon border; the DC transmission line between the
Celilo Converter Station in The Dalles, Oregon, and the Nevada-Oregon
Border; and any modifications, additions, improvements, or other
alterations thereto.
(m) "Total Power Wheeled" for each hour means the sum of the Electric
Power scheduled hereunder on such hour to Bonneville, including but
not restricted to Electric Power scheduled pursuant to the provisions
of section 7 hereof, at all points on the FCRTS where Bonneville
accepts such Electric Power from the Customer or Customer's
Supplier(s) for transmission hereunder to the Customer's Points of
Delivery.
(n) "Transmission Demand" at a Point of Integration means the maximum firm
transmission capacity which Bonneville shall be obligated to have
available at each Point of Integration for the purpose of integrating
Electric Power from a Resource specified in the Transmission
Parameters Exhibit for the Customer hereunder. The level of the
Transmission Demand shall be based on the hourly peak capability of
the Customer's Resource to be integrated hereunder at such Point of
Integration. The sum of the Customer's Transmission Demands (Total
Transmission Demand) is specified in the Transmission Parameters
Exhibit.
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(o) "Use-of-Facilities Charge" means the charges, if any, specified in the
Transmission Parameters Exhibit, applicable to Points of Integration
and Points of Delivery for the purpose of recovering the cost of
identifiable facilities provided by Bonneville for the Customer's use.
Such charges and their application shall be consistent with the
Use-of-Facilities Transmission Rate Schedule, contained in the
Transmission Rate Schedules and General Transmission Rate Schedule
Provisions Exhibit, and shall also be consistent with Bonneville's
Customer Service Policy.
(p) "Utility Customers" means public agency or investor-owned utility
customers of Bonneville.
(q) "Workday" for the purpose of power scheduling means a day which the
Parties hereto jointly observe as a regular workday.
3. EXHIBITS; INTERPRETATIONS
The rights and obligations of the Parties with respect to provisions
hereunder shall be subject to and governed only by this Agreement,
including Exhibits A through F (Exhibits) attached hereto and by this
reference made a part of this Agreement. The provisions of section 38 of
the General Wheeling Provisions [GWP Form-4R] require a minimum notice
prior to a Rate Adjustment Date. If the rates are disapproved or conditions
are placed on them by the Agency authorized to approve Bonneville's
transmission rates, Bonneville shall not be required to give the minimum
notice prior to resubmitting the rates to the Agency or implementing the
Agency approved rates. The headings used in this Agreement are for
convenient reference only, and shall not affect the interpretation of this
Agreement. The Customer shall be the "Transferee" and Bonneville shall be
the "Transferor" referred to in the General Wheeling Provisions Exhibit.
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4. DESIGNATION OF TRANSMISSION DEMAND
Unless otherwise agreed and for delivery of power and energy to Customer's
production facilities for consumption up to Customer Contract Demand,
Bonneville shall provide a maximum Total Transmission Demand to Customer
equal to Customer's Contract Demand minus the minimum annual contract
demand associated with expected purchases of federal power, as determined
by the Customer; provided, however, that Customer's requests for service
meet the requirements of this Agreement. (For purposes of this section 4,
"expected purchases of federal power" shall include only purchases of
one-year or more.) Bonneville shall make available to Customer the
Transmission Demand requested by Customer at the requested POI if
Bonneville has (or can acquire through construction of new facilities or
otherwise) Available Transmission Capacity to provide the requested
service.
5. TRANSMISSION OF ELECTRIC POWER
(a) During each hour of the term hereof, the Customer shall make available
or arrange to have made available to Bonneville at the Point(s) of
Integration, the Total Power Wheeled; and Bonneville shall for each
such hour make an amount of Electric Power equal to the Total Power
Wheeled available to the Customer at the Point(s) of Delivery, subject
to the conditions in paragraphs (a)(1) through (a)(3) below.
(1) Bonneville may, but shall not be obligated to, integrate amounts
of Electric Power on any hour which exceed the Total Transmission
Demand.
(2) Bonneville may, but shall not be obligated to, integrate at a
Point of Integration on any hour, amounts of Electric Power which
exceed the Transmission Demand at such Point of Integration.
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(3) Bonneville may, but shall not be obligated to, integrate Electric
Power from Resources other than Resources listed in the
Customer's Transmission Parameters Exhibit, provided that the
Points of Integration for such Electric Power have been mutually
agreed upon; provided however, any such integration of power, to
the extent that the Total Transmission Demand is not exceeded,
shall be provided, in accordance with the Integration of
Resources Transmission Rate Schedule. The Energy Transmission
Rate Schedule shall not be applicable to integration of power
from Resources to the extent such integration does not exceed the
Total Transmission Demand.
(b) If, for any hour, the Customer determines that it has Electric Power
available for nonfirm transmission over the FCRTS, the Customer may
request nonfirm transmission service from Bonneville. If Bonneville
has Available Transmission Capacity to provide the requested service,
then Bonneville will provide transmission service for such excess
Electric Power as a separately identified part of its schedule
pursuant to section 7. Charges for such transmission, if in excess of
Total Transmission Demand, shall be applied in accordance with the
Energy Transmission rate schedule, or its successor, attached hereto
as part of Exhibit A. At its discretion, Bonneville may provide such
nonfirm transmission service notwithstanding section 4.
(1) The option to schedule Electric Power as nonfirm transmission
service shall not be used to avoid having a Total Transmission
Demand which reasonably reflects Transmission Demand for each
Resource and the combined peak demand for wheeling which the
Customer regularly places on Bonneville. Bonneville shall have
the right to refuse to provide service on a nonfirm basis if it
determines that the Transmission Demand at a Point of Integration
should be increased or the Total Transmission Demand should be
increased.
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(2) Any transaction using the FCRTS which is exempt from wheeling
charges or loss assessment at the time of actual transmission,
such as qualifying transactions under the Coordination Agreement
(Contract No. 14-03- 48221), and which is subsequently converted
to a sale to an entity other than Bonneville, shall be
retroactively billed as nonfirm transmission service and shall be
assessed losses unless such conversion is allowed or provided for
under another agreement to which Bonneville is a party. Such
qualifying transactions shall not be subject to paragraph (b)(3)
below.
(3) Except as provided in subsection 5(b) for nonfirm transmission,
amounts of Electric Power wheeled hereunder which exceed the
Transmission Demand shall be billed under the ratchet provision
of section 6, and/or an appropriate Bonneville rate for
transmission without prior agreement.
(c) To compensate Bonneville for losses incurred in providing services
hereunder, the Customer shall make available to Bonneville at the
Customer's Points of Delivery, unless otherwise mutually agreed
between the Parties, on the current hour, the amounts of Electric
Power determined pursuant to the Transmission Loss Factors Exhibit for
service performed pursuant to subsections (a) and (b) above; provided,
however, that if mutually agreed, losses due to wheeling over
designated facilities shall be purchased from Bonneville and deemed to
be delivered to Bonneville by the Customer instead of being made
available with scheduled energy.
(d) Bonneville shall, if requested by the Customer and if it is within
Bonneville's capability to do so without adversely affecting its other
obligations, make replacement Electric Power available to the Customer
hereunder, without additional cost to the Customer except as provided
in this subsection, if Electric Power to be made available to
Bonneville pursuant to subsection (a) above cannot
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be made available solely because of suspension or interruption of, or
interference with, the operation of the FCRTS. The Customer shall, at
Bonneville's option:
(1) reimburse Bonneville for any cost or loss of revenue incurred in
making such replacement Electric Power available;
(2) replace all or a portion of such replacement Electric Power with
the Customer's Electric Power at a time agreed upon by the
Parties prior to delivery; or
(3) reimburse and replace pursuant to paragraphs (1) and (2) above in
amounts determined by Bonneville which in total are equivalent in
value to the replacement Electric Power delivered to the Utility
pursuant to this subsection.
The method to replace or reimburse shall be specified by
Bonneville at the time of the Customer's request for replacement
Electric Power.
(e) The Customer shall not use rights obtained under this Agreement to
provide transmission services for another entity.
6. PAYMENT BY THE CUSTOMER
As compensation for services provided hereunder, the Customer shall pay
Bonneville each month during the term hereof, amounts determined as
provided in this section and in accordance with the Transmission Parameters
Exhibit and the Transmission Rate Schedules and General Transmission Rate
Schedule Provisions Exhibit. Any ratchet demand that may occur as
determined by Bonneville pursuant to the Transmission Rate Schedules and
General Transmission Rate Schedule Provisions, does not constitute an
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increase in any Transmission Demand approved by Bonneville and any
continued service at such level will depend on the availability of
facilities as determined by Bonneville. Any changes in Transmission Demands
must be requested in accordance with section 10.
(a) For integration of Electric Power pursuant to subsection 5(a), the
Customer shall pay Bonneville in accordance with the appropriate rate
schedules for integration of resources, use-of-facilities, and other
transmission services.
(b) For nonfirm transmission of Electric Power pursuant to subsection
5(b), the Customer shall pay Bonneville the rate specified in the
current rate schedule for nonfirm transmission applicable to the
facilities being used.
(c) If granted a Transmission Demand at a POI, Customer may, pursuant to
the other provisions of this Agreement, reserve such Transmission
Demand prior to actual use by paying Bonneville a deposit. Such
deposit will be determined by Bonneville in a manner comparable to
that applied to its Utility Customers.
7. POWER SCHEDULING
The Customer shall submit or arrange to have submitted to Bonneville by
1000 hours (Pacific Time) of each Workday:
(a) for Resources requiring transmission herein to which the Customer has
generation control:
(1) a retroactive report of the Electric Power supplied to Bonneville
for each hour of the previous day or days; and
(2) at Bonneville's request, estimated amounts of Electric Power as
specified in paragraph (1) above for each hour of the following
day or days;
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(b) for Resources requiring transmission herein to which the Customer does
not have generation control:
(1) at Bonneville's request, a schedule in advance of Electric Power
to be supplied to Bonneville for each hour of the following day
or days; and
(2) if the resource is within Bonneville's control area, a
retroactive report of the Electric Power supplied by each
Resource as made available to Bonneville for each hour of the
previous day or days;
(c) a retroactive report of the hourly amounts of Electric Power which the
Customer made available to Bonneville for nonfirm transmission
pursuant to subsection 5(b); provided, however, that if requested by
Bonneville, the Customer shall submit estimated amounts of Electric
Power to be made available for nonfirm transmission and indicate the
Point of Integration where such Electric Power will be made available.
8. REACTIVE POWER
It is the intent of the Parties hereto that the voltage level at the Points
of Integration and the Points of Delivery be controlled in accordance with
prudent utility operating practice. The Parties hereto shall jointly plan
and operate their systems so as not to place an undue burden on the other
party to supply or absorb reactive power accompanying or resulting from
deliveries hereunder.
9. REVISION OF EXHIBITS
(a) The rate schedules included in the Transmission Rate Schedules and
General Transmission Rate Schedule Provisions Exhibit shall be
replaced by successor rate
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schedules in accordance with the provisions of section 7(i) of the
Pacific Northwest Power Act and Agency rules. The unit rate or rates
in such successor rate schedules shall be a non-mileage based rate
which shall only reflect the distances between POI's and POD's if a
short distance discount factor has been agreed upon by the Parties.
(b) Bonneville shall annually review the Transmission Loss Factors Exhibit
and shall revise such exhibit as appropriate to incorporate values
which represent then current FCRTS operating conditions or to
incorporate any value, used in such exhibit to calculate the losses,
which has changed due to a change in methodology. Any changes to the
loss methodology or formula, other than numerical values, shall only
be made after consultation with the Customer. Bonneville shall prepare
a new Transmission Loss Factors Exhibit incorporating any revision and
the revised exhibit shall become effective as of the date specified
therein.
(c) If Bonneville determines that the Use-of-Facilities Charges specified
in the Transmission Parameters Exhibit or any other charges,
subsequent charges, or factors used in calculating any charges
specified in this Agreement must be changed pursuant to sections 19 or
38 of the General Wheeling Provisions Exhibit, it shall prepare a new
Transmission Parameters Exhibit or other affected exhibit
incorporating such revised charges and parameters. Such new exhibits
shall be substituted for the exhibits then in effect and shall become
effective as of the date specified therein.
10. ADDITION OR DELETION OF POINTS OF INTEGRATION AND POINTS OF DELIVERY AND
CHANGES IN TRANSMISSION DEMANDS
(a) Subject to section 4, Points of Integration and Points of Delivery may
be added and Transmission Demands may be increased, subject to
Bonneville's determination of Available Transmission Capacity, upon
3-months' prior written notice to Bonneville, but
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no more frequently than once in any 12-month period for any individual
point or Transmission Demand. Such changes shall be effective for the
remaining term of this Agreement unless otherwise indicated in the
appropriate exhibits hereto, or changed pursuant to the provisions
hereof.
(b) Points of Integration and Points of Delivery may be deleted and
Transmission Demands may be reduced subject to the provisions of
paragraphs (b)(1) through (b)(6) below.
(1) Transmission Demands for individual Points of Integration may be
reduced no more frequently than once in any 12-month period for
any Point of Integration, subject to the provisions of paragraph
(b)(4) below and the notice requirements of paragraph (b)(5)
below and only:
(A) to the extent that, pursuant to the provisions of agreements
between the Customer and the owner of a Resource designated
in the Transmission Parameters Exhibit as being integrated
at such Point of Integration, the Resource owner withdraws
all or a portion of the Customer's share of the Resource
output;
(B) to the extent that the Customer assigns all or a portion of
its share of the Resource output;
(C) to the extent of a permanent partial or total reduction in
the Customer's entitlement to a share of the capability of
the Resource;
(D) to the extent of the destruction, abandonment, or sale of a
Resource integrated at such Point of Integration; or
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(E) to the extent of the discontinuation of operation of a
Resource under a final order of a public official having
authority to issue such order.
(2) A Point of Integration may be deleted, upon 3-months' prior
written notice to Bonneville, subject to paragraph (b)(4) below,
but only after its Transmission Demand has been reduced to zero
pursuant to paragraph (b)(1) above.
(3) A Point of Delivery may be deleted, subject to mutual agreement
of the Parties hereto and to paragraph (b)(4) below, upon
3-months' prior written notice to Bonneville.
(4) A reduction of a Transmission Demand or the deletion of a Point
of Integration or a Point of Delivery shall not decrease the
Customer's obligation to pay, for the duration of this Agreement,
the Use-of-Facility Charges specified in the Transmission
Parameters Exhibit, except to the extent that another customer of
Bonneville obligates itself to make such payments to Bonneville
for the remainder of the duration of this Agreement; provided,
however, that upon mutual agreement, the Parties may negotiate a
termination charge in lieu of continued periodic payment of
Use-of-Facility Charges for the duration of this Agreement.
(5) The Customer shall provide Bonneville 3 years' written notice of
any decrease in Transmission Demand, except as follows:
(A) the Customer shall provide 3 months' written notice of a
decrease in Transmission Demand if there is an equal
increase in Transmission Demand by another customer at the
same Point of Integration
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resulting from the sale or assignment of the Resource and
involving no loss of revenue to Bonneville; or
(B) the Customer shall provide written notice as soon as
possible if such decrease is due to involuntary loss of a
Resource, or discontinuation of operation of a Resource
under a final order of a public official having authority to
issue such order.
(C) When changes are made pursuant to this section, Bonneville
shall incorporate such changes in a new Transmission
Parameters Exhibit as soon as practicable.
(6) Notwithstanding any other provision but subject to paragraph
10(b)(4), if Customer increases its purchases of federal power
Customer shall be entitled to reduce its Transmission Demand at
any POI(s) in an amount equal to such increase effective on the
date that such increase in federal service occurs; provided, that
Customer shall not be entitled, without Bonneville's consent, to
a Total Transmission Demand in excess of the amount allowed by
section 4.
(c) Notwithstanding any other provision, Customer may request a seasonal
POI and an associated seasonal Transmission Demand at the POI.
Bonneville will respond to such request under the procedures and
standards of Exhibit E.
11. OPTION TO CONVERT SERVICE
Customer may convert services under this Agreement to other transmission
services that Bonneville offers pursuant to the same policies which apply
to Bonneville's Utility Customers; provided that, subject to subsection
12(b), the provisions of Exhibit E shall continue to apply to any
alternative transmission services.
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12. REQUESTS AND DISPUTES
(a) The Customer may request additional transmission services to be
provided under other agreements as provided in Exhibit E and, subject
to the conditions and limitations therein, Bonneville's shall provide
such services.
(b) Unless otherwise expressly provided, requests and disputes regarding
requests for service (including requests for additional or deleted
PODs or POIs and for increased or decreased Transmission Demand) and
disputes under this Agreement shall be governed by Exhibit E;
provided, that if Bonneville's membership in both -------- the Western
Regional Transmission Association and the Northwest Regional
Transmission Association terminates, Exhibit E shall only be used for
disputes regarding IR services under this Agreement and shall
terminate for all other purposes; provided, that requests for other
services pending as of the date of Bonneville's termination of
membership shall continue to be governed by Exhibit E; provided, that
if Bonneville joins a successor organization to either the --------
Westwide or Northwest RTA, or any new organization to implement
Bonneville's obligations under sections 211 and 212 of the 1992
Natural Energy Policy Act, then Exhibit E (as modified if necessary to
provide comparable services to those provided under such successor or
new organization) shall continue to apply to all requests for services
by Customer under this Agreement.
13. POWER SALES CONTRACT
This Agreement does not modify the current Power Sales Contract between
Bonneville and the Customer.
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14. PRIORITY
Customer shall have the same priority to Available Transmission Capacity
for service under this Agreement as transmission service to other
non-federal regional loads. To the extent Bonneville does not have adequate
Available Transmission Capacity to meet a Customer's request, Customer
shall have the same priority to Incremental Facilities for service under
this Agreement as transmission service to other non-federal regional loads.
15. ASSIGNMENT
With Bonneville's consent, which shall not be unreasonably withheld,
Customer may assign this Agreement or services under this Agreement (e.g.,
PODs, POIs, and the associated Transmission Demands) to third Parties;
provided, that the Transmission Service provided under this Agreement to
such third party shall still serve, directly or indirectly, Customer's
Facilities.
16. STABILITY RESERVES
The Customer shall provide Stability Reserves up to the Transmission Demand
for transmission services provided pursuant to this Agreement as provided
herein:
(a) Definitions:
(1) "Event" is a system condition that results in the need for
Stability Reserves. The beginning of an event shall be identified
by a transfer trip or other signal from Bonneville to the
Customer restricting delivery of energy under this Agreement. The
end of the Event shall be identified by the Bonneville
dispatcher's notification to Customer that transmission of all
energy to which Customer is entitled under this Agreement has
been restored or notice to the Customer that service to the
Customer's load will continue to
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be fully or partially restricted for reasons other than
Bonneville Stability Reserves rights under this Agreement.
Notwithstanding the foregoing, the Event will end (subject to
reinstatement as provided herein) when an undervoltage or
underfrequency load shedding signal is received by the Customer
and, if such undervoltage or underfrequency load shedding signal
is received by Customer prior to Event Minute 3, then the entire
Event shall be deemed an event of force majeure.
The Event shall be reinstated and continue as follows:
(i) if the Event Duration was 5 Event Minutes or less, then the
Event shall be reinstated if Bonneville restricts deliveries
to Customer pursuant to its Stability Reserve rights within
2 hours or less of the last Event Minute;
(ii) if the Event Duration was more than 5 Event Minutes but not
more than 15 Event Minutes, then the Event shall be
reinstated if Bonneville restricts deliveries to Customer
pursuant to its Stability Reserve rights within 4 hours or
less of the last Event Minute;
(iii) if the Event Duration was more than 15 Event Minutes but
not more than 22 Event Minutes, then the Event shall be
reinstated if Bonneville restricts deliveries to Customer
pursuant to its Stability Reserve rights within 6 hours or
less of the last Event Minute;
(iv) if the Event Duration was more than 22 Event Minutes, then
the Event shall be reinstated if Bonneville restricts
deliveries to Customer pursuant to its Stability Reserve
rights within 8 hours or less of the last Event Minute.
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(2) "Event Duration" shall be the total cumulative Event Minutes of
the Event.
(3) "Event Minute" shall be the minutes of restriction (or any
portion thereof) during an Event. If Bonneville restricts less
than its full entitlement in any Event Minute, then for purposes
of defining the Event, the Event Minutes and Event Duration,
Bonneville shall be deemed to have restricted the entire amount
of energy wheeled under this Agreement.
(4) "Material Plant Damage" shall be the inability to resume
electrolysis in one or more pots without rebuilding or
substantially repairing such pot(s).
(5) "Stability Reserves" are those reserves, provided by the Customer
under this Agreement, that are necessary to ensure the stability
of the Federal Columbia River Transmission System against losses
of transmission facilities pursuant to the schemes in Exhibit F
or any additional scheme(s) adopted pursuant to section 16(h)
herein. Stability Reserves provided under this Agreement shall
not include, without limitation: (1) stability reserves provided
by the Customer in the Power Sales Contract; or (2) operating
reserves or forced outage reserves that Bonneville has acquired
under the Power Sales Contract or under other agreements.
(b) Amount of Stability Reserves. When necessary to provide Stability
Reserves, Bonneville may restrict deliveries of energy wheeled under
this Agreement to the Customer's aluminum smelter load (which shall
not include wheel turning loads) pursuant to the schemes listed in
Exhibit F and to Customer's other loads under any additional or
extended scheme(s) adopted pursuant to subsection 16(h), for Stability
Reserves in the following manner:
(1) up to 100 percent of Customer's energy subject to restriction
under this Agreement for a period of up to 30 Event Minutes per
Event;
21
(2) provided, that Bonneville shall have the sole right to determine
whether to restrict all or part of Customer's energy subject to
restriction hereunder, when an Event occurs.
For accounting purposes, Customer's wheeling turning load shall be
deemed to be served by all of Customer's energy suppliers (whether the
sale is made directly to Customer at its production facility or
whether the sale is made at a remote point and the energy is wheeled
to Customer's production facility), in proportion to the total annual
amounts of energy purchased from each such supplier; provided, that if
the wheel turning load is served exclusively by a supplier other than
Bonneville who contracted specifically to provide such wheel turning
service, such wheel turning load shall be excluded from the
allocation.
Notwithstanding any other provision of this Agreement, Bonneville
shall use its best efforts to end an Event as soon as possible and
Customer agrees to cooperate in development of mechanisms that will
enhance Bonneville's ability to notify Customer of the end of an
Event.
Notwithstanding any other provision of this Agreement, including the
breach and damages provisions, Bonneville shall have no contractual
right under this Agreement which would cause Customer to incur
Material Plant Damages: provided, Bonneville shall not be liable for
equitable relief or damages for such Material Plant Damage occurring
within 45 Event Minutes or less of an Event pursuant to a Stability
Reserve scheme listed in Exhibit F or adopted pursuant to subsection
16(h).
(c) Compensation for Stability Reserves.
22
(1) For the right to restrict and for any restrictions provided
pursuant to subsection (b) for the schemes listed in Exhibit F,
Bonneville shall pay the Customer a "Reservation Fee" and a "Use
Fee":
The Reservation Fee shall be $0.20 per kilowatt-year for
Customer's entire Transmission Demand.
The Use Fee shall be 50 mills/kWh of restricted energy during
Event Minutes 1 through 15 (or any portion thereof) of an Event;
and, 100 mills/kWh of restricted energy during the Event Minutes
16 through 30 (or any portion thereof) of an Event.
(2) If the Customer's load is not connected to a scheme specified in
Exhibit F or additional or extended scheme adopted pursuant to
subsection 16(h), Bonneville shall have no obligation to pay for
Stability Reserves.
(3) The charges specified in this subsection shall not have any
precedential effect for the purpose of determining reasonable
stability reserve compensation under other agreements or for
determining reasonable Stability Reserve compensation for
additional or extended scheme(s) adopted pursuant to subsection
16(h) herein. Neither Party shall introduce as evidence of
reasonable compensation this Agreement or anything herein related
to the compensation for stability reserves in Bonneville's rate
cases or similar forums or in a proceeding under subsection 16(h)
herein.
(4) Bonneville's payment obligation hereunder shall not include
payment for restrictions under events of force majeure or under
rights provided by other agreements. Such restrictions include
those restrictions associated with force majeure which cause
undervoltage and underfrequency load
23
shedding, future similar schemes of last resort, and outages of
transmission facilities required for service hereunder.
(d) Liquidated Damage. The Parties acknowledge that restrictions beyond
that allowed by this Agreement may result in damage to and lost
production by Customer's aluminum reduction facilities prior to
Material Plant Damage which is difficult to quantify. If the Event
Duration exceeds 30 Event Minutes, then Bonneville shall be liable to
Customer as follows:
(i) 200 mills/kWh of restricted energy during Event Minutes 31
through 45 (or portion thereof) of an Event;
(ii) 400 mills/kWh of restricted energy during Event Minutes (or
portion thereof), after Event Minute 45 of an Event;
(iii) provided, that in lieu of (ii) and at Customer's option, if the
Event Duration -------- exceeds 45 Event Minutes, and Customer
incurs, in its determination, Material Plant Damage as a direct
result of the restriction, then as to the portion of its
production facilities that suffers Material Plan Damage,
Bonneville and Customer agree that these damages can be
reasonably quantified and, therefore, for that portion of its
production facilities, Customer may recover actual damages
(excluding only lost production and lost profits) pursuant to
subsection 16(e) herein; but such actual damages shall not exceed
$30 per kW of plant production facilities suffering Material
Plant Damage. The liquidated damages charges in (i) and (ii),
above, shall continue to apply to that portion of Customer's load
which does not suffer Material Plant Damage. For purposes of this
calculation, the Material Plant Damage shall be deemed to occur
at the beginning of Event Minute 46.
24
(e) Arbitration. Notwithstanding any other provision of this Agreement,
Bonneville agrees to arbitrate any issue arising under this section 16
to the full extent allowed under then-existing law, utilizing the
procedures and standards in Exhibit E applicable to non-rate issues.
The Arbitrator shall apply federal common law to determine the amount
of such damages and, if Bonneville alleges any intervening events, to
rule on such allegation and, if necessary, to determine Bonneville's
relative share of such damages.
(f) Storage. During a period of restriction under subsection 16(b), during
any further restriction of deliveries in breach of this Agreement, and
during the period of Customer's inability to take delivery due to such
breach, all of Customer's energy scheduled and delivered to Bonneville
under this Agreement shall be deemed stored, at no charge, and shall
not be spilled. Subject to transmission availability, Bonneville shall
deliver such energy on demand to Customer's facilities or to another
entity for resale at no charge other than the transmission charge
provided herein. The Customer shall take from storage all such energy
prior to purchasing any additional energy required to recover from the
Event. If the Customer does not take the energy from storage within 48
hours of the end of the Event, Bonneville s obligation to return such
energy shall terminate.
(g) Confidentiality. The Parties agree that all material related to plant
technology, plant operations or to proving damages which is submitted
by the Customer to Bonneville, the arbitrator or any other party in
any proceeding under section 16 of this Agreement is confidential. The
Parties shall jointly request a protective order from the arbitrator:
(i) preserving the confidentiality of such material; (ii) limiting its
use to such proceeding; and (iii) requiring its return to Customer at
the conclusion of the proceeding. Bonneville agrees not to voluntarily
disclose any such information outside of the agency and agrees to
restrict access to and use of such information to employees necessary
to and for purposes associated only with the conduct of such
proceeding.
25
(h) Additional Stability Reserve Schemes. To the extent Bonneville
determines: (a) the need for additional Stability Reserve scheme(s)
not listed in Exhibit F that would restrict, at a frequency and
duration similar to the scheme listed in Exhibit F, the energy subject
to restriction under this Agreement, (b) the need to apply Stability
Reserve schemes listed in Exhibit F and additional Stability Reserve
scheme(s) to energy wheeled under this Agreement to non-aluminum DSIs,
or (c) the need for modifications to the elements of schemes listed in
Exhibit F that would significantly change the expected frequency or
duration of restrictions, then:
(1) Bonneville shall consult with Customer on the need for,
operational characteristics as they affect Customer of, and
compensation for such scheme(s), and;
(2) Bonneville shall consider alternative methods and costs,
including purchases from non-DSIs, for obtaining such additional
reserves.
Customer agrees to cooperate in the development of such scheme(s) and
shall not unreasonably withhold its consent to implementation of such
scheme(s).
(i) Make-Up Transmission. When an Event ends, Bonneville shall permit,
subject to Available Transmission Capacity, without additional demand
or unauthorized, increase charges, short-term, non-recurring demand
overruns of the Customer s Transmission Demand.
(j) Annual Adjustments after October 1, 1995. Subsequent to October 1,
1995, on the effective date of any IP Premium or successor rate
adjustment thereafter, the fees and charges (SRCx) identified in 16(c)
and 16(d) shall be adjusted as follows:
26
SRCx = SRC base * IP-New
------
IP-93
where SRCx = Each of the stability reserve fees
identified in 16(c) and charges
identified in 16(d), as adjusted
hereunder, to be effective on the
effective date of any IP or successor
rate adjustment on or after October 1,
1995.
SRC Base = The stability reserve fees as specified
in 16(c) and the changes as specified in
16(d).
IP-New = Each newly adjusted average IP Premium
rate or successor rate effective after
October 1, 1995, in mills per kWh. Such
IP Premium or successor rate shall be
calculated at a load factor of 90
percent, and assuming a uniform demand in
all months. If there is more than one IP
Premium or successor rate, the average
shall be determined by a weighting based
on forecasted sales in the relevant rate
case.
IP-93 = The average IP Premium rate in effect on
October 1, 1993, in mills per kWh. Such
average IP Premium rate shall be
calculated at a load factor of 90
percent, and assuming a uniform demand in
all months. If there is more than one IP
or successor rate, the average shall be
determined by a weighting
27
based on foreacasted sales in the
relevant rate case.
17. POWER SERVICES
As a condition for providing service under this Agreement:
(a) If Customer's Resource is located in Bonneville's load control area,
then Customer shall enter into an agreement with Bonneville for the
purchase of the power services necessary for operation of the Resource
consistent with the standards of the North American Electric
Reliability Council, the Western Systems Coordinating Council, and the
Northwest Power Pool or, at Customer's option, demonstrate to
Bonneville that it has purchased or otherwise provided such power
services.
(b) If the portion of Customer's load to which energy is wheeled under
this Agreement is located in Bonneville's load control area, then
Customer shall enter into an agreement with Bonneville for the
purchase of the power services necessary for reliable service to such
load consistent with the standards of the North American Electric
Reliability Council, the Western Systems Coordinating Council, and the
Northwest Power Pool or, at Customer's option, demonstrate to
Bonneville that it has purchased or otherwise provided such power
services.
(c) Such power services may include, but shall not be limited to, control
area services, scheduling services, energy shaping services, energy
regulation services, station service, start-up power, Resource back-up
services, and replacement power.
28
18. NO THIRD PARTY BENEFICIARIES
This Agreement creates rights and obligations only between the Parties
hereto. The Parties hereto expressly do not intend to create any obligation
or promise of performance to any other third person or entity nor have the
Parties conferred any right or remedy upon any third person or entity other
than the Parties hereto, their respective successors and assigns to enforce
this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in several
counterparts.
UNITED STATES OF AMERICA
Department of Energy
Bonneville Power Administration
By: SYDNEY D. BERWAGER
--------------------------------------
Name: Sydney D. Berwager
(Print/Type)
Title: Senior Account Executive
Date: 4/7/95
NORTHWEST ALUMINUM COMPANY
By: ---------------------------
Name: ---------------------------
(Print/Type)
Title: ---------------------------
Date: ---------------------------
29
Exhibit A
Contract No. DE-MS79-95BP94766
Northwest Aluminum Company
TRANSMISSION RATE SCHEDULES AND
GENERAL TRANSMISSION RATE SCHEDULE PROVISIONS
---------------------------------------------
30
EXHIBIT A
1993
TRANSMISSION RATE SCHEDULES AND
GENERAL TRANSMISSION RATE SCHEDULE PROVISIONS
Schedule FPT-93.1
Formula Power Transmission
SECTION I. AVAILABILITY
This schedule supersedes schedule FPT-91.1 for all firm transmission agreements
which provide that rates may be adjusted not more frequently than once a year.
It is available for firm transmission of electric power and energy using the
Main Grid and/or Secondary System of the Federal Columbia River Transmission
System (FCRTS). This schedule is for full-year and partial-year service and for
either continuous or intermittent service when firm availability of service is
required. For facilities at voltages lower than the Secondary System, a
different rate schedule may be specified. Service under this schedule is subject
to BPA's General Transmission Rate Schedule Provisions (GTRSPs).
SECTION II. RATE
A. Full-Year Service
The monthly charge per kilowatt of billing demand shall be one-twelfth of
the sum of the Main Grid Charge and the Secondary System Charge, as
applicable and as specified in the Agreement.
1. Main Grid Charge
The Main Grid Charge per kilowatt of billing demand shall be the sum
of one or more of the following component factors as specified in the
Agreement:
a. Main Grid Distance Factor: The amount computed by multiplying the
Main Grid Distance by $0.0371 per mile
b. Main Grid Interconnection Terminal Factor: $0.27
c. Main Grid Terminal Factor: $0.44
d. Main Grid Miscellaneous Facilities Factor: $1.88
2. Secondary System Charge
The Secondary System Charge per kilowatt of billing demand shall be
the sum of one or more of the following component factors as specified
in the Agreement:
a. Secondary System Distance Factor: The amount determined by
multiplying the Secondary System Distance by $0.2784 per mile
b. Secondary System Transformation Factor: $4.10
c. Secondary System Intermediate Terminal Factor: $1.29
d. Secondary System Interconnection Terminal Factor: $0.68
B. Partial-Year Service
The monthly charge per kilowatt of billing demand shall be as specified in
Section II.A. for all months of the year except for agreements with terms 5
years or less and which specify service for fewer than 12 months per year.
The monthly charge shall be:
1. During months for which service is specified, the monthly charge
defined in Section II.A., and
2. During other months, the monthly charge defined in Section II.A.
multiplied by 0.2.
1
Schedule FPT-93.1
(Continued)
SECTION III. BILLING FACTORS
Unless otherwise stated in the Agreement, the billing demand shall be the
largest of
A. The Transmission Demand;
B. The highest hourly Scheduled Demand for the month; or
C. The Ratchet Demand.
2
Schedule FPT-91.3
Formula Power Transmission
SECTION I. AVAILABILITY
This schedule continues schedule FPT-91.3 for all firm transmission agreements
which provide that rates may be adjusted not more frequently than once every 3
years. It is available for firm transmission of electric power and energy using
the Main Grid and/or Secondary System of the Federal Columbia River Transmission
System. This schedule is for full-year and partial-year service and for either
continuous or intermittent service when firm availability of service is
required. For facilities at voltages lower than the Secondary System, a
different rate schedule may be specified. Service under this schedule is subject
to BPA's General Transmission Rate Schedule Provisions.
SECTION II. RATE
A. Full-Year Service
The monthly charge per kilowatt of billing demand shall be one-twelfth of
the sum of the Main Grid Charge and the Secondary System Charge, as
applicable and as specified in the Agreement.
1. Main Grid Charge
The Main Grid Charge per kilowatt of billing demand shall be the sum
of one or more of the following component factors as specified in the
Agreement:
a. Main Grid Distance Factor: The amount computed by multiplying the
Main Grid Distance by $0.0281 per mile
b. Main Grid Interconnection Terminal Factor: $0.27
c. Main Grid Terminal Factor: $0.30
d. Main Grid Miscellaneous Facilities Factor: $1.31
2. Secondary System Charge
The Secondary System Charge per kilowatt of billing demand shall be
the sum of one or more of the following component factors as specified
in the Agreement:
a. Secondary System Distance Factor: The amount determined by
multiplying the Secondary System Distance by $0.1961 per mile
b. Secondary System Transformation Factor: $2.53
c. Secondary System Intermediate Terminal Factor: $0.84
d. Secondary System Interconnection Terminal Factor: $0.44
B. Partial-Year Service
The monthly charge per kilowatt of billing demand shall be as specified in
Section II.A. for all months of the year except for agreements with terms 5
years or less and which specify service for fewer than 12 months per year.
The charge shall be:
1. During months for which service is specified, the monthly charge
defined in Section II.A., and
2. During other months, the monthly charge defined in Section II.A.
multiplied by 0.2.
3
Schedule FPT-91.3
(Continued)
SECTION III. BILLING FACTORS
Unless otherwise stated in the Agreement, the billing demand shall be the
largest of:
A. The Transmission Demand;
B. The highest hourly Scheduled Demand for the month; or
C. The Ratchet Demand.
4
Schedule IR-93
Integration of Resources
SECTION I. AVAILABILITY
This schedule supersedes IR-91 and is available for firm transmission service
for electric power and energy using the Main Grid and/or Secondary System of the
Federal Columbia River Transmission System. The definitions of Main Grid and
Secondary Systems are the same as for the FPT-93.1 and FPT-91.3 rate schedules
and are contained in the General Transmission Rate Schedule Provisions (GTRSPs).
For facilities at voltages lower than the Secondary System, a different rate
schedule may be specified. Service under this schedule is subject to BPA's
GTRSPs.
SECTION II. RATE
The monthly charge shall be the sum of A and B where:
A. Demand Charge
1. $0.424 per kilowatt of billing demand; or
2. For Points of Integration (POI) specified in the Agreement as being
short distance POIs, for which Main Grid and Secondary System
facilities are used for a distance of less than 75 circuit miles, the
following formula applies:
[0.2 + (0.8/75 x transmission distance)] ($0.424 per kilowatt of
billing demand)
Where:
the billing demand for a short distance POI is the demand level
specified in the Agreement for such POI, and the transmission distance
is the circuit miles between the POI for a generating resource of the
customer and a designated Point of Delivery serving load of the
customer. Short distance POIs are determined by BPA after considering
factors in addition to transmission distance.
B. Energy Charge
1.06 mills per kilowatthour of billing energy.
SECTION III. BILLING FACTORS
To the extent that the Agreement provides for the customer to be billed for
transmission in excess of the Transmission Demand or Total Transmission Demand,
as defined in the Agreement, at the nonfirm transmission rate (currently ET-93),
such transmission service shall not contribute to either the Billing Demand or
the Billing Energy for the IR rate provided that the customer requests such
treatment and BPA approves in accordance with the prescribed provisions in the
Agreement.
A. Billing Demand
The billing demand shall be the largest of:
1. The Transmission Demand, except under General Transmission Agreements
where a Total Transmission Demand is defined;
2. The highest hourly Scheduled Demand for the month; or
3. The Ratchet Demand.
B. Billing Energy
The billing energy shall be the monthly sum of scheduled kilowatthours.
5
Schedule IS-93
Southern Intertie Transmission
SECTION I. AVAILABILITY
This schedule supersedes IS-91 and is available for all transmission on the
Southern Intertie. Service under this schedule is subject to BPA's General
Transmission Rate Schedule Provisions.
SECTION II. RATE
A. Nonfirm Transmission Rate
The charge for nonfirm transmission of non-BPA power shall be 3.11 mills
per kilowatthour of billing energy. This charge applies for both
north-to-south and south-to-north transactions.
B. Firm Transmission Rate
The charge for firm transmission service shall be $0.706 per kilowatt per
month of billing demand and 1.69 mills per kilowatthour of billing energy.
Firm transmission will only be made available to customers under this rate
schedule who have executed a contract with BPA specifying use of the Firm
Transmission rate for either north-to-south or south-to-north transactions.
SECTION III. BILLING FACTORS
A. For services under Section II.A, the billing energy shall be the monthly
sum of the scheduled kilowatthours, plus the monthly sum of kilowatthours
allocated but not scheduled. The amount of allocated but not scheduled
energy that is subject to billing may be reduced pro rata by BPA due to
forced Intertie outages and other uncontrollable forces that may reduce
Intertie capacity. The amount of allocated but not scheduled energy that is
subject to billing also may be reduced upon mutual agreement between BPA
and the customer.
B. For services under Section 11.13, the billing demand shall be the
Transmission Demand as defined in the Agreement. The billing energy shall
be the monthly sum of scheduled kilowatthours, unless otherwise specified
in the Agreement.
6
Schedule IN-93
Northern Intertie Transmission
SECTION I. AVAILABILITY
This schedule supersedes IN-91 and is available for all transmission on the
Northern Intertie pursuant to an Agreement. Service under this schedule is
subject to BPA's General Transmission Rate Schedule Provisions.
SECTION II. RATE
The charge for transmission of non-BPA power on the Northern Intertie shall be
0.86 mills per kilowatthour.
SECTION III. BILLING FACTORS
Billing Energy
The billing energy shall be the monthly sum of the scheduled kilowatthours.
7
Schedule IE-93
Eastern Intertie Transmission
SECTION I. AVAILABILITY
This schedule supersedes IE-91 and is available for all nonfirm transmission on
the Eastern Intertie. Service under this schedule is subject to BPA's General
Transmission Rate Schedule Provisions.
SECTION II. RATE
The charge for nonfirm transmission on the Eastern Intertie shall be 2.04 mills
per kilowatthour.
SECTION III. BILLING FACTORS
Billing Energy
The billing energy shall be the monthly sum of the scheduled kilowatthours.
8
Schedule ET-93
Energy Transmission
SECTION 1. AVAILABILITY
This schedule supersedes ET-91, unless otherwise specified in the Agreement,
with respect to delivery using Federal Columbia River Transmission System
facilities other than the Southern Intertie, Eastern Intertie, or the Northern
Intertie, and is available for firm (of not more than 1 year duration) or
nonfirm transmission between points within the Pacific Northwest. BPA may
interrupt nonfirm service which is provided under this rate schedule. Service
under this schedule is subject to BPA's General Transmission Rate Schedule
Provisions.
SECTION II. RATE
The charge for transmission of non-BPA power shall be 2.02 mills per
kilowatthour.
SECTION III. BILLING FACTORS
Billing Energy
The billing energy shall be the monthly sum of scheduled kilowatthours.
9
Schedule MT-91
Market Transmission
SECTION I. AVAILABILITY
This schedule supersedes MT-89 and is available for Transmission Service for
transactions using Federal Columbia River Transmission System facilities
pursuant to the Western Systems Power Pool (WSPP) Agreement. General
Transmission Rate Schedule Provisions.
SECTION II. RATE
The charge shall be determined in advance by BPA. The charge shall be based on
the duration of the proposed transaction and shall not exceed the following
rates.
A. Hourly Rate
The maximum charge shall be 6.5 mills per kilowatthour where the total
hourly revenues from a given transaction during a calendar day shall not
exceed the product of the Daily rate and the maximum demand scheduled
during such day.
B. Daily Rate
The maximum charge shall be $.105 per kilowattday where the total demand
charge revenues in any consecutive 7-day period shall not exceed the
product of the Weekly rate and the highest demand experienced on any day in
the 7-day period.
C. Weekly Rate
The maximum charge shall be $.52 per kilowattweek.
D. Monthly Rate
The maximum charge shall be $2.27 per kilowattmonth.
SECTION III. BILLING FACTORS
The billing factors shall be specified in advance by BPA, as to representing the
Transmission Service use or reservation.
10
Schedule UFT-83
Use-of-Facilities Transmission
SECTION I. AVAILABILITY
This schedule supersedes UFT-1 and UFT-2 unless otherwise provided in the
Agreement, and is available for firm transmission over specified Federal
Columbia River Transmission System facilities. Service under this schedule is
subject to BPA's General Transmission Rate Schedule Provisions.
SECTION II. RATE
The monthly charge per kilowatt of Transmission Demand specified in the
Agreement shall be one-twelfth of the annual cost of capacity of the specified
facilities divided by the sum of Transmission Demands (in kilowatts) using such
facilities. Such annual cost shall be determined in accordance with Section III.
SECTION III. DETERMINATION OF TRANSMISSION RATE
A. From time to time, but not more often than once in each Contract Year, BPA
shall determine the following data for the facilities which have been
constructed or otherwise acquired by BPA and which are used to transmit
electric power:
1. The annual cost of the specified FCRTS facilities, as determined from
the capital cost of such facilities and annual cost ratios developed
from the Federal Columbia River Power System financial statement,
including interest and amortization, operation and maintenance,
administrative and general, and general plant costs.
2. The yearly noncoincident peak demands of all users of such facilities
or other reasonable measurement of the facilities' peak use.
B. The monthly charge per kilowatt of billing demand shall be one-twelfth of
the sum of the annual cost of the FCRTS facilities used divided by the sum
of Transmission Demands. The annual cost per kilowatt of Transmission
Demand for a facility constructed or otherwise acquired by BPA shall be
determined in accordance with the following formula:
A
-
D
Where:
A = The annual cost of such facility as determined in accordance with A.1.
above.
D = The sum of the yearly noncoincident demands on the facility as
determined in accordance with A.2. above.
The annual cost per kilowatt of facilities listed in the Agreement which are
owned by another entity, and used by BPA for making deliveries to the
transferee, shall be determined from the costs specified in tile Agreement
between BPA and such other entity.
SECTION IV. DETERMINATION OF BILLING DEMAND
Unless otherwise stated in the Agreement, the factor to be used in determining
the kilowatts of billing demand shall be the largest of:
A. The Transmission Demand in kilowatts specified in the Agreement;
B. The highest hourly Measured or Scheduled Demand for the month, the Measured
Demand being adjusted for power factor, or
C. The Ratchet Demand.
11
Schedule TGT-1
Townsend-Garrison Transmission
SECTION I. AVAILABILITY
This schedule shall apply to all agreements which provide for the firm
transmission of electric power and energy over transmission facilities of BPA's
section of the Montana [Eastern] Intertie. Service under this schedule is
subject to BPA's General Transmission Rate Schedule Provisions.
SECTION II. RATE
The monthly charge shall be one-twelfth of the sum of the annual charges listed
below, as applicable and as specified in the agreements for firm transmission.
The Townsend-Garrison 500-kV lines and associated terminal, line compensation.
and communication facilities are a separately identified portion of the Federal
Transmission System. Annual revenues plus credit for government use should equal
annual costs of the facilities, but in any given year there may be either a
surplus or a deficit. Such surpluses or deficits for any year shall be accounted
for in the computation of annual costs for succeeding years. Revenue
requirements for firm transmission use will be decreased by any revenues
received from nonfirm use and credits for all government use. The general
methodology for determining the firm rate is to divide the revenue requirement
by the total firm capacity requirements. Therefore, the higher the total
capacity requirements, the lower will be the unit rate.
If the government provides firm transmission service in its section of the
Montana [Eastern] Intertie in exchange for firm transmission service in a
customer's section of the Montana Intertie, the payment by the government for
such transmission services provided by such customer will be made in the form of
a credit in the calculation of the Intertie Charge for such customer. During an
estimated 1- to 3-year period following the commercial operation of the third
generating unit at the Colstrip Thermal Generating Plant at Colstrip, Montana,
the capability of the Federal Transmission System west of Garrison Substation
may be different from the long-term situation. It may not be possible to
complete the extension of the 500-kV portion of the Federal Transmission System
to Garrison by such commercial operation date. In such event, the 500/230 kV
transformer will be an essential extension of the Townsend-Garrison Intertie
facilities, and the annual costs of such transformer will be included in the
calculation of the Intertie Charge.
However, starting 1 month after extension to Garrison of the 500-kV portion of
the Federal Transmission System, the annual costs of such transformer will no
longer be included in the calculation of the Intertie Charge.
A. Nonfirm Transmission Charge:
This charge will be filed as a separate rate schedule and revenues received
thereunder will reduce the amount of revenue to be collected under the
Intertie Charge below.
B. Intertie Charge for Firm Transmission Service:
Intertie Charge =
[((TAC/12)-NFR) x (CR-EC)
-------]
TCR
SECTION III. DEFINITIONS
A. TAC = Total Annual Costs of facilities associated with the
Townsend-Garrison 500-kV Transmission line including terminals, and prior
to extension of the 500-kV portion of the Federal Transmission System to
Garrison, the 500/230 kV transformer at Garrison. Such annual costs
12
Schedule TGT-93
(Continued)
are the total of: (1) interest and amortization of associated Federal
investment and the appropriate allocation of general plant costs; (2)
operation and maintenance costs; (3) allowance for BPA's general
administrative costs which are appropriately allocable to such facilities,
and (4) payments made pursuant to section 7(m) of Public Law 96-501 with
respect to these facilities. Total Annual Costs shall be adjusted to
reflect reductions to unpaid total costs as a result of any amounts
received, under agreements for firm transmission service over the Montana
Intertie, by the government on account of any reduction in Transmission
Demand, termination or partial termination of any such agreement or
otherwise to compensate BPA for the unamortized investment, annual cost,
removal, salvage, or other cost related to such facilities.
B. NFR = Nonfirm Revenues, which are equal to: (1) the product of the Nonfirm
Transmission Charge described in II(A) above, and the total nonfirm energy
transmitted over the Townsend- Garrison line segment under such charge for
such month; plus (2) the product of the Nonfirm Transmission Charge and the
total nonfirm energy transmitted in either direction by the Government over
the Townsend- Garrison line segment for such month.
C. CR = Capacity Requirement of a customer on the Townsend-Garrison 500-kV
transmission facilities as specified in its firm transmission agreement.
D. TCR = Total Capacity Requirement on the Townsend-Garrison 500-kV
transmission facilities as calculated by adding (1) the sum of all Capacity
Requirements (CR) specified in transmission agreements described in section
I; and (2) the Government's firm capacity requirement. The Government's
firm capacity requirement shall be no less than the total of the amounts,
if any, specified in firm transmission agreements for use of the Montana
Intertie.
E. EC = Exchange Credit for each customer which is the product of: (1) the
ratio of investment in the Townsend-Broadview 500-kV transmission line to
the investment in the Townsend-Garrison 500-kV transmission line; and (2)
the capacity which the Government obtains in the Townsend- Broadview 500-kV
transmission line through exchange with such customer. If no exchange is in
effect with a customer, the value of EC for such customer shall be zero.
13
Schedule AC-93
Southern Intertie Annual Cost
SECTION I. AVAILABILITY
This schedule is applicable to all parties (New Owners) that execute PNW AC
Intertie Capacity Ownership Agreements (Agreements) and will be effective on the
date described in the Agreement. Service under this schedule is subject to BPA's
General Transmission Rate Schedule Provisions.
SECTION II. RATE
The rate charges reflect the terms of the Memorandum of Understanding (MOU),
signed in the Fall of 1991, between BPA and potential New Owners. The MOU
provides for the payment by New Owners of their prorated share of: (1) BPA's
annual operations, maintenance, and general plant expense (including applicable
overheads) properly chargeable to the AC Intertie facilities; and (2) BPA's
share of capitalized replacements on the AC Intertie. The monthly charge shall
be the sum of the charges specified in sections II.A and II.B.
A. Operations, Maintenance, and General Plant
The monthly charge shall equal $325 per megawatt of billing demand.
B. Replacements
The monthly charge shall equal $0 per megawatt of billing demand.
SECTION III. ADJUSTMENT TO REPLACEMENTS RATE
A. Determination of Billing Adjustment
New Owners will receive a billing adjustment if BPA incurs AC Intertie
replacement cost during the rate period. The Replacements Rate Adjustment
equals:
AC lntertie work orders ($000) * %
----------------------------------
725 MW * # months
where:
"# months" equals: (1) the number of months that this rate schedule is in
effect during the fiscal year for the Initial Replacements Rate Adjustment;
or (2) the number of months in the rate period for the Final Replacements
Rate Adjustment; and
"%" equals the New Owners' percentage share of BPA's total AC Intertie
Rated Transfer Capability as specified in the Agreements.
B. Initial Replacements Rate Adjustment
New Owners will receive a billing adjustment for each fiscal year that BPA
incurs AC Intertie replacement cost. At the end of each fiscal year, the
cost associated with AC Intertie capital replacement work orders that have
closed during the fiscal year will be determined. The unit rate that would
result using these closed work orders is the basis of the Initial
Replacements Rate Adjustment.
1. Notice Provisions
Following each fiscal year, BPA shall notify all New Owners by
December 15 of the proposed Replacements Rate Adjustment. BPA will
provide the calculation of the adjustment and a short description of
the work performed and the associated cost used as the basis for
billing adjustment. In addition to written notification, BPA may, but
is not obligated to, hold a public meeting to clarify its
determinations.
14
Schedule AC-93
(Continued)
Written comments on the Initial Replacements Rate Adjustment will he
accepted through the end of January. Consideration of comments
submitted by the New Owners may result in the billing adjustment
differing from the initially proposed adjustment. BPA shall notify all
New Owners of the Initial Replacements Rate Adjustment by the last day
of February.
2. Adjustment of Monthly Bills
An adjustment will be made on the New Owner's monthly bill prepared
during March. The Initial Replacements Rate adjustment will be
multiplied by the sum of the monthly billing factors from the relevant
fiscal year (i.e., the New Owner's share in megawatts of BPA's PNW AC
Intertie Rated Transfer Capability multiplied by the number of months
that this rate schedule is effective during the fiscal year). The
Initial Replacements Rate Adjustment will appear as a charge to the
New Owner on the monthly bill prepared during March.
C. Final Replacements Rate Adjustment
The actual costs associated with the AC Intertie capital replacement work
orders that occur during the rate period may change after BPA performs its
final analysis of the work orders. BPA shall compare the unit rate for the
rate period using the results of the final work order analysis to the
weighted average of the unit rates from the Initial Replacements Rate
Adjustments.
1. Notice Provisions
BPA shall notify all New Owners in May 1998 of the results of the
calculations, an explanation of work order change(s), and any
resulting billing adjustment. Written comments from New Owners will be
accepted through the end of June. BPA shall notify all New Owners of
the Final Replacements Rate Adjustment by July 31. Consideration of
comments submitted by the New Owners may result in the Final
Replacements Rate Adjustment differing from the initially proposed
adjustment.
2. Adjustment of Monthly Bills
If the absolute value of the Final Replacements Rate Adjustment is
greater than or equal to $1 per megawatt per month, an adjustment will
be made on the New Owner's monthly bill prepared during August. For
each New Owner, the Final Replacements Rate Adjustment will be
multiplied by the sum of the monthly billing factors from the relevant
fiscal years (i.e., the New Owner's share in megawatts of BPA's PNW AC
Intertie Rated Transfer Capability multiplied by the number of months
that this rate schedule is effective during the fiscal years). The
Final Replacements Rate Adjustment will appear as a charge or credit
to the New Owner on the monthly bill prepared during August. Interest,
as determined by BPA's Office of Financial Management, will be
included in any adjustment.
SECTION IV. BILLING FACTOR
The billing demand shall be the New Owner's capacity ownership share in
megawatts of BPA's PNW AC Intertie Rated Transfer Capability as specified in the
Agreement.
15
General Transmission Rate Schedule Provisions
SECTION I. ADOPTION OF REVISED TRANSMISSION RATE SCHEDULES AND GENERAL
TRANSMISSION RATE SCHEDULE PROVISIONS (GTRSPs)
A. Approval of Rates
These rate schedules and GTRSPs shall become effective upon interim
approval or upon final confirmation and approval by FERC. BPA will request
FERC approval effective October 1, 1993.
B. General Provisions
These 1993 Transmission Rate Schedules and associated GTRSPs are virtually
identical to and supersede BPA's 1991 Transmission Rate Schedules and
GTRSPs (which became effective October 1, 1991) but do not supersede prior
rate schedules required by agreement to remain in force.
Transmission service provided shall be subject to the following Acts, as
amended: the Bonneville Project Act, the Regional Preference Act (P.L.
88-552), the Federal Columbia River Transmission System Act, and the
Pacific Northwest Electric Power Planning and Conservation Act, and the
Energy Policy Act of 1992, Pub. L. 102-486, 106 Stat. 2776 (1992).
The meaning of terms used in the transmission rate schedules shall be as
defined in agreements or provisions which are attached to the Agreement or
as in any of the above Acts.
C. Interpretation
If a provision in the executed Agreement is in conflict with a provision
contained herein, the former shall prevail.
SECTION II. BILLING FACTOR DEFINITIONS AND BILLING ADJUSTMENTS
A. Billing Factors
1. Scheduled Demand
The largest of hourly amounts wheeled which are scheduled by the
customer during the time period specified in the rate schedules.
2. Metered Demand
Metered Demand in kilowatts shall be the largest of the 60-minute
clock-hour integrated demands measured by meters installed at each POD
during each time period specified in the applicable rate schedule.
Such measurements shall be made as specified in the Agreement. BPA, in
determining the Metered Demand, will exclude any abnormal readings due
to or resulting from: (a) emergencies or breakdowns on, or maintenance
of, the FCRTS; or (b) emergencies on the customer's facilities,
provided that such facilities have been adequately maintained and
prudently operated as determined by BPA. If more than one class of
power is delivered to any POD, the portion of the metered quantities
assigned to any class of power shall be as agreed to by the parties.
The amount so assigned shall constitute the Metered Demand for such
class of power.
16
3. Transmission Demand
The demand as defined in the Agreement.
4. Total Transmission Demand
The sum of the transmission demands as defined in the Agreement.
5. Ratchet Demand
The maximum demand established during the previous 11 billing months.
Exception: If a Transmission Demand or Total Transmission Demand has
been decreased pursuant to the terms of the Agreement during the
previous 11 billing months, such decrease will be reflected in
determining the Ratchet Demand.
B. Billing Adjustments
Average Power Factor
The adjustment for average power factor, when specified in a transmission
rate schedule or in the Agreement, shall be made in accordance with the
average power factor section of the General Wheeling Provisions.
To maintain acceptable operating conditions on the Federal system, BPA may
restrict deliveries of power at any time that the average leading power
factor or average lagging power factor for all classes of power delivered
to such point or to such system is below 85 percent.
SECTION III. OTHER DEFINITIONS
Definitions of the terms below shall be applied to these provisions and the
Transmission Rate Schedules, unless otherwise defined in the Agreement.
A. Agreement
An agreement between BPA and a customer to which these rate schedules and
provisions may be applied.
B. Eastern Intertie
The segment of the FCRTS for which the transmission facilities consist of
the Townsend- Garrison double-circuit 500-kV transmission line segment
including related terminals at Garrison.
C. Electric Power
Electric peaking capacity (kW) and/or electric energy (kWh).
D. Federal Columbia River Transmission System
The transmission facilities of the Federal Columbia River Power System,
which include all transmission facilities owned by the government and
operated by BPA, and other facilities over which BPA has obtained
transmission rights.
E. Firm Transmission Service
Transmission service which BPA provides for any non-BPA power except for
transmission service which is scheduled as nonfirm. If the firm service is
provided pursuant to the Agreement, the terms of the Agreement may further
define the service.
F. Integrated Network
The segment of the FCRTS for which the transmission facilities provide the
bulk of transmission of electric power within the Pacific Northwest,
excluding facilities not segmented to the network as shown in the Wholesale
Power Rate Development Study used in BPA's rate development.
17
G. Main Grid
As used in the FPT and IR rate schedules, that portion of the Integrated
Network with facilities rated 230 kV and higher.
H. Main Grid Distance
As used in the FPT rate schedules, the distance in airline miles on the
Main Grid between the POI and the POD, multiplied by 1.15.
I. Main Grid Interconnection Terminal
As used in the FPT rate schedules, Main Grid terminal facilities that
interconnect the FCRTS with non-BPA facilities.
J. Main Grid Miscellaneous Facilities
As used in the FPT rate schedules, switching, transformation, and other
facilities of the Main Grid not included in other components.
K. Main Grid Terminal
As used in the FPT rate schedules, the Main Grid terminal facilities
located at the sending and/or receiving end of a line exclusive of the
Interconnection terminals.
L. Nonfirm Transmission Service
Interruptible transmission service which BPA may provide for non-BPA power.
M. Northern Intertie
The segment of the FCRTS for which the transmission facilities consist of
two 500 kV lines between Custer Substation and the United States-Canadian
border, one 500 kV line between Custer and Monroe Substations, and two 230
kV lines from Boundary Substation to the United States-Canadian border, and
the associated substation facilities.
N. Point of Integration (POI)
Connection points between the FCRTS and non- BPA facilities where
non-Federal power is made available to BPA for wheeling.
O. Point of Delivery (POD)
Connection points between the FCRTS and non- BPA facilities where
non-Federal power is delivered to a customer by BPA.
P. Secondary System
As used in the FPT and IR rate schedules, that portion of the Integrated
Network facilities with operating voltage of 115 kV or 69 kV.
Q. Secondary System Distance
As used in the FPT rate schedules, the number of circuit miles of Secondary
System transmission lines between the secondary POI and the Main Grid or
the secondary POD, or the Main Grid and the secondary POD.
R. Secondary System Interconnection Terminal
As used in the FPT rate schedules, the terminal facilities on the Secondary
System that interconnect the FCRTS with non-BPA facilities.
S. Secondary System Intermediate Terminal
As used in the FPT rate schedules, the first and final terminal facilities
in the Secondary System transmission path exclusive of the Secondary System
Interconnection terminals.
T. Secondary Transformation
As used in the FPT rate schedules, transformation from Main Grid to
Secondary System facilities.
18
U. Southern Intertie
The segment of the FCRTS for which the major transmission facilities
consist of two 500 kV AC lines from John Day Substation to the
Oregon-California border; a portion of the 500 kV AC line from Buckley
Substation to Summer Lake Substation; when completed, the Third AC
facilities, which include Captain Jack Substation and the Alvey-Meridian
500 kV AC line; one 1,000 kV DC line between the Celilo Substation and the
Oregon-Nevada border, and associated substation facilities.
V. Transmission Service
As used in the MT rate schedule, Transmission Service is as defined in the
Western Systems Power Pool Agreement.
SECTION IV. BILLING INFORMATION
A. Payment of Bills
Bills for transmission service shall be rendered monthly by BPA. Failure to
receive a bill shall not release the customer from liability for payment.
Bills for amounts due of $50,000 or more must be paid by direct wire
transfer: customers who expect that their average monthly bill will not
exceed $50,000 and who expect special difficulties in meeting this
requirement may request, and BPA may approve, an exemption from this
requirement. Bills for amounts due BPA under $50,000 may be paid by direct
wire transfer or mailed to the Bonneville Power Administration, P.O. Box
6040, Portland, Oregon 97228-6040, or to another location as directed by
BPA. The procedures to be followed in making direct wire transfers will be
provided by the Office of Financial Management and updated as necessary.
1. Computation of Bills
The transmission billing determinant is the electric power quantified
by the method specified in the Agreement or Transmission Rate
Schedule. Scheduled power or metered power will be used.
The transmission customer shall provide necessary information to BPA
for any computation required to determine the proper charges for use
of the FCRTS, and shall cooperate with BPA in the exchange of
additional information which may be reasonably useful for respective
operations.
Demand and energy billings for transmission service under each
applicable rate schedule shall be rounded to whole dollar amounts, by
eliminating any amount which is less than 50 cents and increasing any
amounts from 50 cents through 99 cents to the next higher dollar.
2. Estimated Bills
At its option, BPA may elect to tender an estimated bill to be
followed at a subsequent billing date by a final bill. The estimated
bill shall have the validity of and be subject to the same payment
provisions as a final bill.
3. Billing Month
For charges based on scheduled quantities, the billing month is the
calendar month. For charges based on metered quantities, the billing
month is defined as the interval between scheduled meter-reading
dates. The billing month will not exceed 31 days in any case. While it
may be necessary to read meters on a day other than the scheduled
meter-reading date, for determination of billing demand, the billing
month will cease at 2400 hours on the last scheduled meter- reading
date. Schedules will be predetermined. The customer must give 30 days
notice to request a change to the schedule.
19
4. Due Date
Bills shall be due by close of business on the 20th day after the date
of the bill (due date). Should the 20th day be a Saturday, Sunday, or
holiday (as celebrated by the customer), the due date shall be the
next following business day.
5. Late Payment
Bills not paid in full on or before close of business on the due date
shall be subject to a penalty charge of $25. In addition, an interest
charge of one-twentieth percent (0.05 percent) shall be applied each
day to the sum of the unpaid amount and the penalty charge. This
interest charge shall be assessed on a daily basis until such time as
the unpaid amount and penalty charge are paid in full.
Remittances received by mail will be accepted without assessment of
the charges referred to in the preceding paragraph provided the
postmark indicates the payment was mailed on or before the due date.
Whenever a power bill or a portion thereof remains unpaid subsequent
to the due date and after giving 30 days' advance notice in writing,
BPA may cancel the contract for service to the customer. However, such
cancellation shall not affect the customer's liability for any charges
accrued prior thereto under such agreement.
6. Disputed Billings
In the event of a disputed billing, full payment shall be tendered to
BPA and the disputed amount noted. Disputed amounts are subject to the
late payment provisions specified above. BPA shall separately account
for the disputed amount. If it is determined that the customer is
entitled to the disputed amount, BPA shall refund the disputed amount
with interest, as determined by BPA's Office of Financial Management.
BPA retains the right to verify, in a manner satisfactory to the
Administrator, all data submitted to BPA for use in the calculation of
BPA's rates and corresponding rate adjustments. BPA also retains the
right to deny eligibility for any BPA rate or corresponding rate
adjustment until all submitted data have been accepted by BPA as
complete, accurate, and appropriate for the rate or adjustment under
consideration.
7. Revised Bills
As necessary, BPA may render a revised bill.
a. If the amount of the revised bill is less than or equal to the
amount of the original bill, the revised bill shall replace all
previous bills issued by BPA that pertain to the specified
customer for the specified billing period and the revised bill
shall have the same date as the replaced bill.
b. If a revision causes an additional amount to be due BPA or the
specified customer beyond the amount of the original bill, a
revised bill will be issued for the difference and the date of
the revised bill shall be its date of issue.
20
Exhibit B
Contract No. DE-MS79-95BP94766
Northwest Aluminum Company
GENERAL WHEELING PROVISIONS
---------------------------
EXHIBIT B
GWP Form-4R (04-15-83)
GENERAL WHEELING PROVISIONS
---------------------------
- --------------------------------------------------------------------------------
Index to Sections
-----------------
Section Page
- ------- ----
GENERAL APPLICATION
1. Interpretation.................................................... 2
2. Definitions ...................................................... 2
3. Prior Demands .................................................... 4
4. Measurements...................................................... 4
5. Measurements and Installation of Meters........................... 5
6. Tests of Metering Installations................................... 5
7. Adjustment for Inaccurate Metering................................ 5
8. Character of Service.............................................. 6
9. Point(s) of Delivery and Delivery Voltage......................... 6
10. Combining Deliveries Coincidentally............................... 6
11. Suspension of Deliveries.......................................... 6
12. Continuity of Service............................................. 6
13. Uncontrollable Forces ............................................ 7
14. Reducing Charges for Interruptions................................ 7
15. Net Billing....................................................... 7
16. Average Power Factor.............................................. 7
17. Permits........................................................... 8
18. Ownership of Facilities........................................... 8
19. Adjustment for Change of Conditions............................... 8
20. Dispute Resolution and Arbitration................................ 9
21. Contract Work Hours and Safety Standards.......................... 10
22. Convict Labor..................................................... 11
23. Equal Employment Opportunity...................................... 11
24. Additional Provisions ............................................ 12
25. Reports........................................................... 12
26. Assignment of Contract............................................ 12
27. Waiver of Default ................................................ 13
28. Notices and Computation of Time .................................. 13
29. Interest of Member of Congress ................................... 13
APPLICABLE ONLY IF TRANSFEREE IS A PARTY TO THIS CONTRACT
30. Balancing Phase Demands........................................... 13
31. Adjustment for Unbalanced Phase Demands........................... 13
32. Changes in Requirements or Characteristics........................ 13
33. Inspection of Facilities.......................................... 13
34. Electric Disturbances............................................. 14
35. Harmonic Control.................................................. 15
APPLICABLE ONLY IF TRANSFEREE IS NOT A PARTY TO THIS CONTRACT
36. Protection of the Transferor...................................... 15
RELATING ONLY TO RURAL ELECTRIFICATION BORROWERS
37. Approval of Contract.............................................. 15
APPLICABLE ONLY IF BONNEVILLE IS THE TRANSFEROR
38. Equitable Adjustment of Rates..................................... 15
- --------------------------------------------------------------------------------
GENERAL APPLICATION
-------------------
1. Interpretation.
(a) The provisions in this exhibit shall be deemed to be a part of the
contract body to which they are an exhibit. If a provision in such contract body
is in conflict with a provision contained herein, the former shall prevail.
(b) If a provision in the General Transmission Rate Schedule Provisions is
in conflict with a provision in this exhibit or the contract body, this exhibit
or the contract body shall prevail.
(c) Nothing contained in this contract shall, in any manner, be construed
to abridge, limit, or deprive any party thereto of any means of enforcing any
remedy, either at law or in equity, for the breach of any of the provisions
thereof which it would otherwise have.
2. Definitions. As used in this contract:
(a) "Contractor," "Utility" or "Borrower" means the party to this contract
other than Bonneville.
(b) "Federal System" or "Federal System Facilities" means the facilities of
the Federal Columbia River Power System, which for the purposes of this contract
shall be deemed to include the generating facilities of the Government in the
Pacific Northwest for which Bonneville is designated as marketing agent; the
facilities of the Government under the jurisdiction of Bonneville; and any other
facilities:
(1) from which Bonneville receives all or a portion of the generating
capability (other than station service) for use in meeting Bonneville's
loads, such facilities being included only to the extent Bonneville has the
right to receive such capability; provided, however, that "Bonneville's
loads" shall not include that portion of the loads of any Bonneville
customer which are served by a nonfederal generating resource purchased or
owned directly by such customer which may be scheduled by Bonneville;
(2) which Bonneville may use under contract, or license; or
(3) to the extent of the rights acquired by Bonneville pursuant to the
Treaty, between the Government and Canada, relating to the cooperative
development of water resources of the Columbia River Basin, signed in
Washington, D.C., on January 17, 1961.
(c) "Integrated Demand" means the number of kilowatts which is equal to the
number of kilowatt-hours delivered at any point during a clock hour.
(d) "Measured Demand" means the maximum Integrated Demand for a billing
month determined from measurements made as specified in the contract or as
determined in section 4 hereof when metering or other data are not available
2
for such purpose. Bonneville, in determining the Measured Demand, will exclude
any abnormal Integrated Demands due to, or resulting from (a) emergencies or
breakdowns on, or maintenance of, either parties' facilities, and (b)
emergencies on facilities of the Transferee, provided that such facilities have
been adequately maintained and prudently operated as determined by Bonneville.
If the contract provides for delivery of more than one class of power to a
Transferee at any Point of Delivery, the portion of each Integrated Demand
assigned to any class of power shall be determined as specified in the contract.
The portion of the Integrated Demand so assigned shall constitute the Measured
Demand for such class of power.
(e) "Month" means the period commencing at the time when the meters
mentioned in this contract are read by Bonneville and ending approximately 30
days thereafter when a subsequent reading of such meters is made by Bonneville.
(f) "Point(s) of Delivery" means the point(s) of delivery listed either in
the Points of Delivery Exhibit to this contract or in the body of this contract.
(g) "System" or "Facilities" means the transmission facilities: (1) which
are owned or controlled by either party, or (2) which either party may use under
lease, easement, or license.
(h) "Transferee" means an entity which receives power or energy from the
system of the Transferor.
(i) "Transferor" means an entity which receives at one point on its system
a supplying entity's power or energy and makes such power or energy available at
another point on its system for the account of the delivering entity or a third
party.
(j) "Uncontrollable Forces" means:
(1) strikes or work stoppage affecting the operation of the
Contractor's works, system, or other physical facilities or of the Federal
System Facilities or the physical facilities of any Transferee upon which
such operation is completely dependent; the term "strikes or work stoppage"
shall be deemed to include threats of imminent strikes or work stoppage
which reasonably require a party or Transferee to restrict or terminate its
operations to prevent substantial loss or damage to its works, system, or
other physical facilities; or
(2) such of the following events as the Contractor or Bonneville or
any Transferee by exercise of reasonable diligence and foresight, could not
reasonably have been expected to avoid:
(A) events, reasonably beyond the control of either party or any
Transferee, causing failure, damage, or destruction of any works,
system or facilities of such party or Transferee; the word "failure"
3
shall be deemed to include interruption of, or interference with, the
actual operation of such works, system, or facilities;
(B) floods or other conditions caused by nature which limit or
prevent the operation of, or which constitute an imminent threat of
damage to, any such works, system, or facilities; and
(C) orders and temporary or permanent injunctions which prevent
operation, in whole or in part, of the works, system, or facilities of
either party or any Transferee, and which are issued in any bona fide
proceeding by:
i. any duly constituted court of general jurisdiction; or
ii. any administrative agency or officer, other than
Bonneville or its officers, provided by law (a) if said party or
Transferee has no right to a review of the validity of such order
by a court of competent jurisdiction; or (b) if such order is
operative and effective unless suspended, set aside, or annulled
by a court of competent jusidiction and such order is not
suspended, set aside, or annulled in a judicial proceeding
prosecuted by said party or Transferee in good faith; provided,
however, that if such order is suspended, set aside, or annulled
in such a judicial proceeding, it shall be deemed to be an
"uncontrollable force" for the period during which it is in
effect; provided, further, that said party or Transferee, shall
not be required to prosecute such a proceeding, in order to have
the benefits of this section, if the parties agree that there is
no valid basis for contesting the order.
The tem "operation" as used in this subsection shall be deemed to
include construction, if construction is required to implement the
contract and is specified therein.
3. Prior Demands.
(a) In determining any credit demand mentioned in, or money compensation to
be paid under this contract for any month, Integrated Demands at which electric
energy was delivered by the Transferor at Points of Delivery mentioned herein
for the account of the other party to this contract prior to the date upon which
the contract takes effect shall be considered in the same manner as if this
contract had been in effect.
(b) If either party has delivered electric power and energy to the other
party at any Point of Delivery specified in this contract or in any previous
contract, and such Point of Delivery is superseded by another Point of Delivery
specified in this contract, the Measured Demands, if any, at the superseded
Point of Delivery shall be considered for the purpose of determining the charges
paid to the Transferor for the electric power and energy delivered under this
contract at such superseded point.
4. Measurements. Except as it is otherwise provided in section 7, each
measurement of each meter mentioned in this contract shall be the measurement
4
automatically recorded by such meter or, at the request of either party, the
measurement as mutually determined by the best available information.
If it is provided in this contract that measurements made by any of the
meters specified therein are to be adjusted for losses, such adjustments shall
be made by using factors, or by compensating the meters, as agreed upon by the
parties hereto. If changes in conditions occur which substantially affect any
such loss factor or compensation, it will be changed in a manner which will
conform to such change in conditions.
5. Measurements and Installation of Meters. Bonneville may at any time
install a meter or metering equipment to make the measurements for any Point of
Delivery required for any computation or determination mentioned in this
contract, and if so installed, such measurements shall be used thereafter in
such computation or determination.
6. Tests of Metering Installations. Each party to this contract shall, at
its expense, test its metering installations associated with this contract at
least once every two years, and, if requested to do so by the other party, shall
make additional tests or inspections of such installations, the expense of which
shall be paid by such other party unless such additional tests or inspections
show the measurements of such installations to be inaccurate as specified in
section 7. Each party shall give reasonable notice of the time when any such
test or inspection is to be made to the other party who may have representatives
present at such test or inspection. Any component of such installations found to
be defective or inaccurate shall be adjusted, repaired or replaced to provide
accurate metering.
7. Adjustment for Inaccurate Metering
(a) If any meter mentioned in this contract fails to register, or if the
measurement made by such meter during a test made as provided in section 6
varies by more than one percent from the measurement made by the standard meter
used in such test, or if an error in meter reading occurs, adjustment shall be
made correcting all measurements for the actual period during which such
innacurate measurements were made, if such period can be determined. If such
period cannot be determined, the adjustment shall be made for the period
immediately preceding the test of such meter which is equal to the lesser of (a)
one-half the time from the date of the last preceding test of such meter, or (b)
six months. Such corrected measurements shall be used to recompute the amounts
of any electric power and energy to be made available, or any credits to be made
in any exchange energy account, and of any money compensation to be paid to the
Transferor as provided in this contract.
(b) If the credit theretofore made to the Transferor in the exchange energy
account varies from the credit to be made as recomputed, the amount of the
variance will be credited in such exchange energy account to the party entitled
thereto.
(c) If the money compensation theretofore paid to the Transferor varies
from the money compensation to be paid as recomputed, the amount of the variance
will be paid to the party entitled thereto after both parties have agreed to
such recomputation and within 30 days after receipt of invoice by the designated
payment office of the payer; provided, however, that the other
5
party may deduct such amount due it from any money compensation which thereafter
becomes due the Transferor under this contract.
8. Character of Service. Unless otherwise specifically provided for in the
contract, electric power and energy made available pursuant to this contract
shall be in the form of three-phase current, alternating at a nominal frequency
of 60 hertz.
9. Point(s) of Delivery and Delivery Voltage. Electric power and energy
shall be delivered to each Transferee at such point or points and at such
voltage or voltages as are agreed upon by the parties hereto.
10. Combining Deliveries Coincidentally. If it is provided in this contract
that charges for electric power and energy made available at two or more Points
of Delivery will be made by combining deliveries at such points coincidentally:
(a) the total Measured Demand to be considered in determining the billing
demand for each billing month shall be the largest sum obtained by adding for
each demand interval of such month the corresponding Integrated Demands of the
Transferee at all such points after adjusting said Integrated Demands as
appropriate to such points;
(b) the number of kilowathours to be used in determining the energy charge,
if any, and the average power factor at which electric energy is delivered at
such points under this contract, during such month, shall be the sum of the
amounts of electric energy delivered at such points under this contract during
such month; and
(c) the number of reactive kilovolt-ampere-hours to be used in determining
such average monthly power factor shall be the sum of the reactive
kilovolt-ampere-hours delivered at such points under this contract such month.
11. Suspension of Deliveries. The other party to this contract may at any
time notify the Transferor in writing to suspend the deliveries of electric
power and energy provided for in this contract. Upon receipt of any such notice,
the Transferor will forthwith discontinue, and will not resume, such deliveries
until notified to do so by the other party, and upon receipt of such notice from
the other party to do so, will forthwith resume such deliveries.
12. Continuity of Service. Either party may temporarily interrupt or reduce
deliveries of electric power and energy if such party determines that such
interruption or reduction is necessary or desirable in case of system
emergencies, Uncontrollable Forces, or in order to install equipment in, make
repairs to, make replacements within, make investigations and inspections of, or
perform other maintenance work on its system. Except in case of emergency and in
order that each party's operations will not be unreasonably interfered with,
such party shall give notice to the other party of any such interruption or
reduction, the reason therefor, and the probable duration thereof to the extent
such party has knowledge thereof. Each party shall effect the use of temporary
facilities or equipment to minimize the effect of any such interruption or
outage to the extent reasonable or appropriate.
6
13. Uncontrollable Forces. Each party shall notify the other as soon as
possible of any Uncontrollable Forces which may in any way affect the delivery
of power hereunder. In the event the operations of either party are interrupted
or curtailed due to such Uncontrollable Forces, such party shall exercise due
diligence to reinstate such operations with reasonable dispatch.
14. Reducing Charges for Interruptions. If deliveries of electric power and
energy to the Transferee are suspended, interrupted, interfered with or
curtailed due to Uncontrollable Forces on either the Transferee's System or
Transferor's System, or if the Transferor interrupts or reduces deliveries to
the Transferee for any of the reasons stated in section 12 hereof, the credit in
the exchange energy account which would otherwise be made, or the money
compensation which would otherwise be paid to the Transferor, shall be
appropriately reduced. No interruption, or equivalent interruption, of less than
30 minutes duration will be considered for computation of such reduction in
charges.
15. Net Billing. Upon mutual agreement of the parties, payment due one
party may be offset against payments due the other party under all contracts
between the parties hereto for the sale and exchange of electric power and
energy, use of transmission facilities, operation and maintenance of electric
facilities, lease of electric facilities, mutual supply of emergency and standby
electric power and energy, and under such other contracts between such parties
as the parties may agree, unless otherwise provided in existing contracts
between the parties. Under contracts included in this procedure, all payments
due one party in any month shall be offset against payments due the other party
in such month, and the resulting net balance shall be paid to the party in whose
favor such balance exists unless the latter elects to have such balance carried
forward to be added to the payments due it in a succeeding month.
16. Average Power Factor.
(a) The formula for determining average power factor is as follows:
Average Power Factor = Kilowatthours
---------------------------------------------------------
/(Kilowatthours)2 + (Reactive Kilovolt-ampere-hours)2
The data used in the above formula shall be obtained from meters which are
ratcheted to prevent reverse registration.
(b) When delivery of electric power and energy by the Transferor at any
point is commingled with any other class or classes of power and it is
impracticable to separately meter the kilowatthours and reactive
kilovolt-ampere-hours for each class, the average power factor of the total
delivery of such electric power and energy for the month will be used, where
applicable, as the power factor for each of the separate classes.
(c) Except as it is otherwise specifically provided in this contract, no
adjustment will be made for power factor at any point of delivery described in
this contract while the varhours delivered at such point are not measured.
7
(d) The Transferor may, but shall not be obligated to, deliver electric
energy hereunder at a power factor of less than 0.85 leading or lagging.
17. Permits.
(a) If any equipment or facilities associated with any Point of Delivery
and belonging to a party to this contract are or are to be located on the
property of the other party, a permit to install, test, maintain, inspect,
replace, repair, and operate during the term of this contract and to remove such
equipment and facilities at the expiration of said term, together with the right
of entry to said property at all reasonable times in such term, is hereby
granted by the other party.
(b) Each party shall have the right at all reasonable times to enter the
property of the other party for the purpose of reading any and all meters
mentioned in this contract which are installed on such property.
(c) If either party is required or permitted to install, test, maintain,
inspect, replace, repair, remove, or operate equipment on the property of the
other, the owner of such property shall furnish the other party with accurate
drawings and wiring diagrams of associated equipment and facilities, or, if such
drawings or diagrams are not available, shall furnish accurate information
regarding such equipment or facilities. The owner of such property shall notify
the other party of any subsequent modification which may affect the duties of
the other party in regard to such equipment, and furnish the other party with
accurate revised drawings, if possible.
18. Ownership of Facilities.
(a) Except as otherwise expressly provided, ownership of any and all
equipment, and of all salvable facilities installed or previously installed by a
party to this contract on the property of the other party shall be and remain in
the installing party.
(b) Each party shall identify all movable equipment and all other salvable
facilities which are installed by such party on the property of the other by
permanently affixing thereto suitable markers plainly stating the name of the
owner of the equipment and facilities so identified. Within a reasonable time
subsequent to initial installation, and subsequent to any modification of such
installation, representatives of the parties shall jointly prepare an itemized
list of said movable equipment and facilities.
19. Adjustment for Change of Conditions. If changes in conditions hereafter
occur which substantially affect any factor required by this contract to be used
in determining (a) any credit in any exchange energy account to be made, money
compensation to be paid, or amount of electric power and energy or losses to be
made available to one party by the other party, or (b) any maximum replacement
demand, or average power factor mentioned in this contract, such factor will be
changed in an equitable manner which will conform to such changes of conditions.
If an increase in the capacity of the facilities being used by the Transferor in
making deliveries hereunder is required at any time after execution of this
contract to enable the Transferor to make the deliveries herein required
together with those required for its own operations, the construction or
installation of additional or other
8
equipment or facilities for that purpose shall be deemed to be a change of
conditions within the meaning of the preceding sentence.
If, pursuant to the terms of the agreement establishing such exchange
energy account, another rate is substituted for the rate to be used in settling
the balance in such account, the number of kilowatthours to be credited to the
Transferor in such account for each month as provided in this agreement, shall
be changed for each month thereafter to the amount computed by multiplying such
number of kilowatthours by 2.5 mills and dividing the resulting product by the
currently effective substituted rate in mills per kilowatthour.
20. Dispute Resolution and Arbitration.
(a) Pending resolution of a disputed matter the parties will continue
performance of their respective obligations pursuant to this contract. If the
parties cannot reach timely mutual agreement on any matter in the administration
of this contract Bonneville shall, unless otherwise specifically provided for in
subsection (b) below and, to the extent necessary for its continued performance,
make a determination of such matter without prejudice to the rights of the other
party. Such determination shall not constitute a waiver of any other remedy
belonging to the Contractor.
(b) The questions of fact stated below shall be subject to arbitration.
Other questions of fact under this contract may be submitted to arbitration upon
written mutual agreement of the parties. The party calling for arbitration shall
serve notice in writing upon the other party, setting forth in detail the
question or questions to be arbitrated and the arbitrator appointed by such
party. The other party shall, within 10 days after the receipt of such notice,
appoint a second arbitrator, and the two so appointed shall choose and appoint a
third. In case such other party fails to appoint an arbitrator within said 10
days, or in case the two so appointed fail for 10 days to agree upon and appoint
a third, the party calling for the arbitration, upon 5 days' written notice
delivered to the other party, shall apply to the person who at the time shall be
the presiding judge of the United States Court of Appeals for the Ninth Circuit
for appointment of the second and third arbitrator, as the case may be.
The determination of the question or questions submitted for arbitration
shall be made by a majority of the arbitrators and shall be binding on the
parties. Each party shall pay for the services and expenses of the arbitrator
appointed by or for it, for its own attorney fees, and for compensation for its
witnesses or consultants. All other costs incurred in connection with the
arbitration shall be shared equally by the parties thereto.
The questions of fact to be determined as provided in this section shall be
limited to:
(1) the determination of the measurements to be made by the parties
hereto pursuant to section 4;
(2) the correction of the measurements to be made pursuant to section
7;
9
(3) the duration of the interruption or equivalent interruption in
section 14;
(4) whether changes in conditions mentioned in section 19 have
occurred;
(5) whether the changes mentioned in section 30 were made "promptly";
(6) whether an increase or decrease in load or change in load factor
mentioned in section 32 is unusual;
(7) any issue which both parties agree is an issue of fact mentioned
in sections 30, 31, and 34;
(8) the occurrence of an abnormal nonrecurring demand and the amount
and time thereof;
(9) whether a party has complied with section 34(b); and
(10) the acceptable level of harmonics for purposes of section 35.
21. Contract Work Hours and Safety Standards.
This contract, if and to the extent required by applicable law and if not
otherwise exempted, is subject to the following provisions:
(a) Overtime Requirements. No Contractor or subcontractor contracting for
any part of the contract work which may require or involve the employment of
laborers or mechanics, shall require or permit any laborer or mechanic in any
workweek in which such worker is employed on such work to work in excess of 8
hours in any calendar day or in excess of 40 hours in such workweek unless such
laborer or mechanic receives compensation at a rate not less than one and
one-half times such worker's basic rate of pay for all hours worked in excess of
eight hours in any calendar day or in excess of 40 hours in such workweek, as
the case may be.
(b) Violation; Liability for Unpaid Wages; Liquidated Damages. In the event
of any violation of the provisions of subsection (a), the Contractor and any
subcontractor responsible therefor shall be liable to any affected employee for
such employee's unpaid wages. In addition, such contractor and subcontractor
shall be liable to the Government for liquidated damages. Such liquidated
damages shall be computed with respect to each individual laborer or mechanic
employed in violation of the provisions of subsection (a) in the sum of $10 for
each calendar day on which such employee was required or permitted to be
employed in such work in excess of eight hours or in excess of such employee's
standard workweek of 40 hours without payment of the overtime wages required by
subsection (a) above.
(c) Withholding for Unpaid Wages and Liquidated Damages. Bonneville may
withhold or cause to be withheld, from any moneys payable on account of work
performed by the Contractor or subcontractor, such sums as may administratively
be determined to be necessary to satisfy any liabilities of such Contractor or
subcontractor for unpaid wages and liquidated damages as provided in subsection
(b) above.
10
(d) Subcontracts. The Contractor shall insert in any subcontracts the
clauses set forth in subsections (a) through (c) of this provision and also a
clause requiring the subcontractors to include these clauses in any lower tier
subcontracts which they may enter into, together with a clause requiring this
insertion in any further subcontracts that may in turn be made.
(e) Records. The Contractor shall maintain payroll records containing the
information specified in 29 CFR 516.2(a). Such records shall be preserved for 3
years from the completion of the contract.
22. Convict Labor. In connection with the performance of work under this
contract, the Contractor agrees, if and to the extent required by applicable law
or if not otherwise exempted, not to employ any person undergoing sentence of
imprisonment except as provided by Public Law 89- 176, September 10, 1965 (18
U.S.C. 4082(c)(2)) and Executive Order 11755, December 29, 1973.
23. Equal Employment Opportunity. During the performance of this contract,
if and to the extent required by applicable law or if not otherwise exempted,
the Contractor agrees as follows:
(a) The Contractor will not discriminate against any employee or applicant
for employment because of race, color, religion, sex, or national origin. The
Contractor will take affirmative action to ensure that applicants are employed,
and that employees are treated during employment, without regard to their race,
color, religion, sex, or national origin. Such action shall include, but not be
limited to, the following: employment, upgrading, demotion or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or
other forms of compensation; and selection for training, including
apprenticeship. The Contractor agrees to post in conspicuous places, available
to employees and applicants for employment, notices to be provided by Bonneville
setting forth the provisions of the Equal Opportunity clause.
(b) The Contractor will, in all solicitations or advertisements for
employees placed by or on behalf of the Contractor, state that all qualified
applicants will receive consideration for employment without regard to race,
color, religion, sex, or national origin.
(c) The Contractor will send to each labor union or representative of
workers with which said Contractor has a collective bargaining agreement or
other contract or understanding, a notice, to be provided by Bonneville,
advising the labor union or worker's representative of the Contractor's
commitments under this Equal Opportunity clause and shall post copies of the
notice in conspicuous places available to employees and applicants for
employment.
(d) The Contractor will comply with all provisions of Executive Order No.
11246 of September 24, 1965, and of the rules, regulations, and relevant orders
of the Secretary of Labor.
(e) The Contractor will furnish all information and reports required by
Executive Order No. 11246 of September 24, 1965, and by the rules, regulations,
and relevant orders of the Secretary of Labor, or pursuant
11
thereto, and will permit access to said Contractor's books, records, and
accounts by Bonneville and the Secretary of Labor for purposes of investigations
to ascertain compliance with such rules, regulations, and orders.
(f) In the event of the Contractor's noncompliance with the Equal
Opportunity clause of this contract or with any of such rules, regulations, or
orders, this contract may be cancelled, terminated, or suspended in whole or in
part and the Contractor may be declared ineligible for further Government
contracts in accordance with procedures authorized in Executive Order No. 11246
of September 24, 1965, and such other sanctions may be imposed and remedies
invoked as provided in Executive Order No. 11246 of September 24, 1965, or by
rule, regulation, or order of the Secretary of Labor, or as otherwise provided
by law.
(g) The Contractor will include the provisions of paragraphs (a) through
(f) in every subcontract or purchase order unless exempted by rules,
regulations, or orders of the Secretary of Labor issued pursuant to Section 204
of Executive Order No. 11246 of September 24, 1965, so that such provisions will
be binding upon each subcontractor or vendor. The Contractor will take such
action with respect to any subcontract or purchase order as Bonneville may
direct as a means of enforcing such provisions, including sanctions for
noncompliance. In the event the Contractor becomes involved in, or is threatened
with, litigation with a subcontractor or vendor as a result of such direction by
Bonneville, the Contractor may request the Government to enter into such
litigation to protect the interests of the Government.
24. Additional Provisions. The Contractor agrees to comply with the clauses
for Government contracts contained in the following statutes, Executive Orders,
and regulations to the extent applicable:
(a) the Rehabilitation Act of 1973, Public Law 93-112, as amended, and 41
CFR 60-741 (affirmative action for handicapped workers);
(b) the Vietnam Era Veterans Readjustment Assistance Act of 1974, Public
Law 92-540, as amended, and 41 CFR 60-250 (affirmative action for disabled
veterans and veterans of the Vietnam era);
(c) Executive Order 11625 and 41 CFR 1-1.1310-2 (utilization of minority
business enterprises);
(d) the Small Business Act, as amended.
25. Reports. The other party to this contract will furnish Bonneville such
information as is necessary for making any computation required for the purposes
of this contract, and the parties will cooperate in exchanging such additional
information as may be reasonably useful for their respective operations.
26. Assignment of Contract. This contract shall inure to the benefit of,
and shall be binding upon the respective successors and assigns of the parties
to this contract. Such contract or any interest therein shall not be transferred
or assigned by either party to any party other than the Government or an agency
thereof without the written consent of the other except as
12
specifically provided in this section. The consent of Bonneville is hereby given
to any security assignment or other like financing instrument which may be
required under terms of any mortgage, trust, security agreement or holder of
such instrument of indebtedness made by and between the Contractor and any
mortgagee, trustee, secured party, subsidiary of the Contractor or holder of
such instrument of indebtedness, as security for bonds of other indebtedness of
such Contractor, present or future; such mortagagee, trustee, secured party,
subsidiary, or holder may realize upon such security in foreclosure or other
suitable proceedings, and succeed to all right, title, and interests of such
Contractor.
27. Waiver of Default. Any waiver at any time by any party to this contract
of its rights with respect to any default of any other party thereto, or with
respect to any other matter arising in connection with such contract, shall not
be considered a waiver with respect to any subsequent default or matter.
28. Notices and Computation of Time. Any notice required by this contract
to be given to any party shall be effective when it is received by such party,
and in computing any period of time from such notice, such period shall commence
at 2400 hours on the date of receipt of such notice.
29. Interest of Member of Congress. No Member of, or Delegate to Congress,
or Resident Commissioner shall be admitted to any share or part of this contract
or to any benefit that may arise therefrom, but this provision shall not be
construed to extend to this contract if made with a corporation for its general
benefit.
APPLICABLE ONLY IF TRANSFEREE IS A PARTY TO THIS CONTRACT
---------------------------------------------------------
30. Balancing Phase Demands. If required by the Transferor at any time
during the term of this contract, the Transferee shall promptly make such
changes as are necessary on its system to balance the phase currents at any
Point of Delivery so that the current of any one phase shall not exceed the
current on any other phase at such point by more than 10 percent.
31. Adjustment for Unbalanced Phase Demands. If the Transferee fails to
promptly make the changes mentioned in section 30, the Transferor may, after
giving written notice one month in advance, determine that the Measured Demand
of the Transferee at the Point of Delivery in question during each month
thereafter, until such changes are made, is equal to the product obtained by
multiplying by three the largest of the Integrated Demands on any phase adjusted
as appropriate to such point during such month.
32. Changes in Requirements or Characteristics. The Transferee will,
whenever possible, give reasonable notice to the Transferor of any unusual
increase or decrease of its demands for electric power and energy on the
Transferor's system, or of any unusual change in the load factor or power factor
at which the Transferee will take delivery of electric power and energy under
this contract.
33. Inspection of Facilities. Each party may for any reasonable purpose
under this contract inspect the other party's electric installation at any
reasonable time. Such inspection, or failure to inspect, shall not render
13
such party, its officers, agents, or employees, liable or responsible for any
injury, loss, damage, or accident resulting from defects in such electric
installation, or for violation of this contract. The inspecting party shall
observe written instructions and rules posted in facilities and such other
necessary instructions or standards for inspection as the parties agree to. Only
those electric installations used in complying with the terms of this contract
shall be subject to inspection.
34. Electric Disturbances.
(a) For the purposes of this section, an electric disturbance is any
sudden, unexpected, changed, or abnormal electric condition occurring in or on
an electric system which causes damage.
(b) Each party shall design, construct, operate, maintain and use its
electric system in conformance with accepted utility practices:
(1) to minimize electric disturbances such as, but not limited to, the
abnormal flow of power which may damage or interfere with the electric
system of the other party or any electric system connected with such other
party's electric system; and
(2) to minimize the effect on its electric system and on its customers
of electric disturbances originating on its own or another electric system.
(c) If both parties to this contract are parties to the Western
Interconnected Electric System Agreement, their relationship with respect to
system damages shall be governed by that Agreement.
(d) During such time as a party to this contract is not a party to the
Agreement Limiting Liability Among Western Interconnected Systems, its relations
with the other party with respect to system damages shall be governed by the
following sentence, notwithstanding the fact that the other party may be a party
to said Agreement Limiting Liability Among Western Interconnected Systems. A
party to this contract shall not be liable to the other party for damage to the
other party's system or facilities caused by an electric disturbance on the
first party's system, whether or not such electric disturbance is the result of
negligence by the first party, if the other party has failed to fulfill its
obligations under subsection (b)(2) above.
(e) If one of the parties to this contract is not a party to the Agreement
Limiting Liability Among Western Interconnected Systems, each party to this
contract shall hold harmless and indemnify the other party, its officers and
employees, from any claims for loss, injury, or damage suffered by those to whom
the first party delivers power not for resale, which loss, injury or damage is
caused by an electric disturbance on the other party's system, whether or not
such electric disturbance results from the negligence of such other party, if
such first party has failed to fulfill its obligations under subsection (b)(2)
above, and such failure contributed to the loss, injury or damage.
14
(f) Nothing in this section shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a party
to this contract.
35. Harmonic Control. Each party shall design, construct, operate, maintain
and use its electric facilities in accordance with good engineering practices to
reduce to acceptable levels the harmonic currents and voltages which pass into
the other party's facilities. Harmonic reductions shall be accomplished with
equipment which is specifically designed and permanently operated and maintained
as an integral part of the facilities of the party which owns the system on
which harmonics are generated.
APPLICABLE ONLY IF TRANSFEREE IS NOT A PARTY TO THIS CONTRACT
-------------------------------------------------------------
36. Protection of the Transferor. Protection is or will be afforded to
Bonneville or its Transferor under such of the following provisions and
conditions as are specified in each contract executed or to be executed by
Bonneville and each third party Transferee named in this contract: the power
factor clause of the applicable Bonneville Wholesale Rate Schedule and the
subject matter set forth in the General Contract Provisions under the following
titles, namely:
Adjustment for Unbalanced Phase Demands; Uncontrollable Forces; Continuity
of Service; Changes in Demands or Characteristics; Electric Disturbances;
Harmonic Control; Balancing Phase Demands; Permits; Ownership of Facilities; and
Inspection of Facilities.
RELATING TO RURAL ELECTRIFICATION ADMINISTRATION BORROWERS
----------------------------------------------------------
37. Approval of Contract. If the Contractor borrows from the Rural
Electrification Administration or any other entity under an indenture which
requires the lender's approval of contracts, this contract and any amendment
thereto shall not be binding on the parties thereto if they are not approved by
the Rural Electrification Administration or such other entity. The Contractor
shall notify Bonneville of any such entity. If approval is given, such contract
or amendment shall be effective at the time stated therein.
APPLICABLE ONLY IF BONNEVILLE IS THE TRANSFEROR
-----------------------------------------------
38. Equitable Adjustment of Rates.
(a) Bonneville shall establish, periodically review and revise rates for
the wheeling of electric power and/or energy pursuant to the terms of this
contract. Such rates shall be established in accordance with applicable law.
(b) As used in this section, the words "Rate Adjustment Date" shall mean
any date specified by Bonneville in a notice of intent to file revised rates as
published in the Federal Register; provided, however, that such date shall not
occur sooner than (1) nine months from the date that such notice of intent is
published; or (2) twelve months from any previous Rate Adjustment Date. By
giving written notice to the Contractor 45 days prior to such Rate Adjustment
Date, Bonneville may delay such Rate Adjustment Date for up to 90 days if
Bonneville determines either that the revenue level of the proposed rates
15
differs by more than five percent from the revenue requirements indicated by
most recent repayment studies entered in the hearings record or that external
events beyond Bonneville's control will prevent Bonneville from meeting such
Rate Adjustment Date. Bonneville may cancel a notice of intent to file revised
rates at any time (1) by written notice to the Contractor; or (2) by publishing
in the Federal Register a new notice of intent to file revised rates which
specifically cancels a previous notice.
(c) The Contractor shall pay Bonneville for the service made available
under this contract during the period commencing on each Rate Adjustment Date
and ending at the beginning of the next Rate Adjustment Date at the rate
specified in any rate schedule available at the beginning of such period for
service of the class, quality, and type provided for in this contract, and in
accordance with the terms thereof, and of the General Transmission Rate Schedule
Provisions, if any, as changed with, incorporated in or referred to in such rate
schedule. New rates shall not be effective on any Rate Adjustment Date unless
they have been approved on a final or interim basis by a governmental agency
designated by law to approve Bonneville's rates. Rates shall be applied in
accordance with the terms thereof, the General Transmission Rate Schedule
Provisions as changed with, incorporated in or referred to in such rate schedule
and the terms of this contract.
(WP-PKJ-0222f)
16
Exhibit C
Contract No. DE-MS79-95BP94766
Northwest Aluminum Company
TRANSMISSION PARAMETERS
-----------------------
A. Points of Integration, Transmission Demands, and Resources.
----------------------------------------------------------
Resource(s) to be
Point of Integration Transmission Demand Integrated
-------------------- ------------------- -----------------
(voltage) (kW)
1. Name of Substation (----- kV) ----- -----
2. Name of Substation (----- kV) ----- -----
Total Transmission Demand -----
If Customer requests transmission service for a new Resource, which is a
replacement for a Resource listed in Exhibit C, at the same Point of Integration
and with the same or less associated Transmission Demand, and Bonneville
determines that such replacement Resource can be integrated at such Point of
Integration, Bonneville shall allow substitution of such replacement Resource in
this Exhibit C. The Resource term shall include any purchase option periods.
B. Points of Delivery and Use-of-Facilities Charges.
------------------------------------------------
Points of Delivery Use-of-Facilities Charges
------------------ -------------------------
[Customer Facilities Locations]
1
Points of Delivery for Station Service Only Unless Otherwise Noted<F1>
---------------------------------------------------------------------
C. Description of Points of Integration and Points of Delivery.
These are definitions only. Designations of these points as either Points
of Integration or Points of Delivery are in Part A or Part B of this
Exhibit.
1. ENTER NAME:
Location:
Voltage: ----- kV
Metering:
2. ENTER NAME:
Location:
Voltage: ----- kV
Metering:
3. ENTER NAME:
Location:
Voltage: ----- kV
- ---------------
<F1>
(1) Upon Bonneville's request, the Customer shall provide evidence of the
obligation to provide station service and the amounts and conditions of such
obligation.
2
Metering:
3
Exhibit D
Contract No. DE-MS79-95BP94766
Northwest Aluminum Company
TRANSMISSION LOSS FACTORS
-------------------------
A. Losses Resulting From Transmission Pursuant to the Integration of Resources
(IR) Rate Schedule.
---------------------------------------------------------------------------
Loss Factor
-----------
1.6%
B. Losses Resulting From Nonfirm Transmission Pursuant to the Energy
Transmission (ET)Rate Schedule.
-----------------------------------------------------------------
Loss Factor
-----------
1.6%
1
Exhibit E
Contract No. DE-MS79-95BP94766
Northwest Aluminum Company
REQUEST AND RESPONSE PROCEDURES
-------------------------------
Bonneville agrees to enter into this Exhibit E to provide a contractual
process and standards for the Customer--comparable to that available under
sections 211 and 212 of the Federal Power Act and the Regional Transmission
Associations--because Customer is not currently eligible for membership in the
RTAs and is not eligible to make a section 211 request.
1. DEFINITIONS.
When capitalized herein, whether in singular or plural, the following terms
shall have the following meaning:
1.1 Arbitrator. An individual selected to resolve disputes under this
Agreement (including this Exhibit E to the Agreement).
1.2 Available Transmission Capacity. That amount of transmission capacity
on Bonneville's Transmission System available to Bonneville, at the
time such requested service would commence, to provide the
transmission service requested by Customer that is not reasonably
required to accommodate transmission service for Bonneville's: (i)
Native Load; (ii) existing contractual commitments for firm wholesale
purchases, firm exchanges, firm deliveries, and firm sales, including
the Pacific Northwest Coordination Agreement or its successor; (iii)
Firm Transmission Service; (iv) Prudent Reserves to support (i), (ii),
and (iii) above; and (v) other pending potential uses of Bonneville's
transmission to the extent reasonable and consistent with
then-applicable FERC standards.
1
1.3 Award. A decision of an Arbitrator pursuant to this Agreement.
1.4 Bonneville's Transmission System. Bonneville's Transmission System
shall include the FCRTS, and facilities over which Bonneville has any
contractual transmission rights.
1.5 Existing Facilities. Those transmission facilities owned by
Bonneville, or transmission capacity under contract to Bonneville,
which as of the proposed effective date of the requested service under
the Good Faith Request, have been used, or will have been used, to
transmit federal or non-federal electric energy.
1.6 Firm Transmission Service. Transmission services that Bonneville by
treaty, statute, contract, or federal policy or regulation, has the
firm obligation to plan, construct or operate its system to provide.
Firm Transmission Service includes firm service over the FCRTS needed
to assure adequate and reliable service to nonfederal loads in the
Pacific Northwest, as that region is defined in subsection 3(14) of
the Pacific Northwest Electric Power Planning and Conservation Act (16
U.S.C. subsection 839a(14)), where not included in Native Load.
1.7 FERC. The Federal Energy Regulatory Commission or a successor agency.
1.8 FPA. The Federal Power Act as it may be amended from time to time.
1.9 Incremental Facilities. Transmission facilities, other than Existing
Facilities, that are reasonably required to satisfy a request for
transmission service from Customer.
1.10 Interconnection. Incremental Facilities connecting the systems of two
or more utilities.
2
1.11 Native Load. Existing and reasonably-forecasted customer load,
including Customer's load, for which Bonneville by treaty, statute,
contract, or federal policy or regulation, has the obligation to plan,
construct, or operate its system reliably.
1.12 Northwest Power Pool. A reliability organization for the Northwest
Interconnected Area.
1.13 Northwest Interconnected Area. The area consisting of the States of
Oregon, Washington, and Idaho, the portion of the State of Montana
west of the Continental Divide, and such portions of the States of
Nevada, Utah, and Wyoming as are within the Columbia River drainage
basin; and any contiguous areas, not in excess of seventy-five air
miles from the just described area, which are a part of the service
area of a rural electric cooperative customer served by the Bonneville
on the effective date of this Agreement which has a distribution
system from which it serves both within and without such area; and the
provinces of British Columbia and Alberta.
1.14 Prudent Reserve. An amount of transmission capacity (on an hourly,
on-peak/off- peak, seasonal, or other time basis as is necessary)
reserved for Bonneville's reasonable reliability requirements as
determined by Bonneville's reliability criteria, standards, guidelines
and operating procedures, which shall be consistent with Prudent
Utility Practice and regional reliability council criteria, and which
shall be impartially applied without undue discrimination.
1.15 Prudent Utility Practice. Those practices, methods, and acts,
including levels of reserves and provisions for contingencies, as may
be modified from time to time, that are generally accepted in the
Northwest Interconnected Area to plan, design, and operate electric
systems in a manner that is dependable, reliable, safe, efficient,
economical, and in accordance with all applicable laws and
governmental rules,
3
regulations and orders, or which in the exercise of reasonable
judgment considering the facts known when engaged in, could have been
expected to accomplish the desired result at a reasonable cost
consistent with applicable law, reliability, efficiency and economy.
1.16 Transmission Services. The Transmission Services over the FCRTS made
available to Customer under this Agreement shall be transmission of
power, energy or other energy products for delivery to Customer's
Facilities for consumption. The Customer may request additional
transmission services including the following:
(a) Customer may request POI(s), and associated Transmission
Demand(s), at the non-network terminus of the Southern, Northern,
or Eastern Interties.
(b) Customer may request a POD(s), other than at the location of
Customer Facilities, for the purpose of reselling power which
cannot be consumed in Customer's Facilities.
(c) Customer may request a Total Transmission Demand in excess of
that allowed by subsection 4 of this Agreement.
(d) Customer may request transmission services other than IR.
Requests for service under this Exhibit E and Bonneville's responses
thereto shall be subject to the procedures and standards of Exhibit E
provided only that requests for Transmission Demand in excess of that
allowed by section 4 of this Agreement shall be subject to
Bonneville's precedent and policy of providing transmission capacity
to its direct service customers in excess of their Contract Demand.
4
2. REQUESTS FOR TRANSMISSION SERVICE.
2.1 Service to be Provided. Upon request by Customer and subject to the
terms of this Agreement, Bonneville shall provide Transmission
Services to Customer from its Available Transmission Capacity on its
Existing Facilities, or from Incremental Facilities where necessary,
to Customer on the same basis that Bonneville provides such services
to similarly-situated entities eligible for FERC-ordered service under
FPA sections 211 and 212.
2.2 Request for Service. Customer shall provide to Bonneville information
regarding its request for transmission service, consistent (to the
extent applicable) with either the FERC's then-current policy
regarding such request (as currently embodied in its "Policy Statement
Regarding Good Faith Requests for Transmission Services") or as
otherwise mutually agreed. A request for transmission services which
is consistent with this subsection shall be deemed a "Good Faith
Request" for transmission services for purposes of this Agreement.
2.3 Response to Request for Transmission Service.
2.3.1 Bonneville shall respond to a request for transmission services
from Customer in a manner consistent with responses to Good
Faith Requests under section 212 of the FPA and FERC's
then-current policies (as presently embodied in its "Policy
Statement Regarding Good Faith Requests for Transmission
Services").
2.3.2 Bonneville may elect to provide the requested transmission
service without further study, or may elect to conduct a study,
including any environmental studies, if such are reasonably
required by statute to determine:
5
(i) whether Bonneville has sufficient Available Transmission
Capacity to provide the requested service initially and for
the full term of the request; and
(ii) what Incremental Facilities, if any, are required to
accommodate the requested service.
If Bonneville and Customer agree, such study may be conducted by
a third party; provided, however, Bonneville shall retain the
authority to accept or reject the study's conclusions.
Bonneville's reasonable study costs shall be billed to and paid
by Customer based upon Bonneville's estimate of such costs. Any
reconciliation for over or underpayment shall be done upon
completion of the study work. Such study shall be completed
within a reasonable time period consistent with FERC's
then-current policies. Failing agreement between Bonneville and
Customer on a reasonable period of time for and scope of such
studies, the dispute resolution procedures may be invoked by
either Party. Bonneville shall be responsible for conducting the
study with participation and input from Customer. The results of
the study, to the extent Customer has not requested confidential
treatment, shall be made available to the Customer and to any
other DSI or Member of the Northwest RTA, provided that such
other DSI or Member reimburses Customer for a reasonable share of
its costs.
2.3.3 Subject to the requirements of the National Environmental Policy
Act or other applicable environmental laws, if Bonneville is
able to provide the requested transmission service without
further study or if the study demonstrates that the requested
service can be provided using Existing Facilities, then
Bonneville shall promptly tender amendments to this contract to
Customer and take all other actions reasonably necessary to
6
effectuate service.
2.4 Requests Requiring Upgrades, Additional Facilities or
Interconnections.
2.4.1 If Bonneville concludes, based on a study performed pursuant to
subsection 2.3.2, that Bonneville does not have sufficient
Available Transmission Capacity to provide the requested service
initially or for the term of the request, then Bonneville's
study shall include at a minimum: (i) a detailed description of
the Incremental Facilities which are necessary to provide the
requested service; (ii) the estimated cost of and cash flow
requirements for installing the Incremental Facilities; (iii)
the estimated time necessary to build the Incremental
Facilities, including the estimated time required for
environmental studies, licensing and regulatory approvals, (iv)
the estimated incremental capacity added to the transmission
system by the Incremental Facilities; and (v) whether Customer
will be expected or required to contribute capital in connection
with installing the Incremental Facilities. If requested,
Bonneville will also provide a list of any other requests or
Bonneville forecasted uses that contributed to the insufficiency
of Available Transmission Capacity.
2.4.2 If Bonneville's study demonstrates a need for a transmission
Interconnection with another entity, then Bonneville shall make
a good faith effort to arrange a joint study with the other
entity to evaluate the impact of such an Interconnection.
2.4.3 If Bonneville's study demonstrates a need for and the
feasibility of building Incremental Facilities and if Customer
elects to proceed with its request for transmission services,
then Bonneville shall be obligated to build the Incremental
Facility and provide the requested service; provided that
Bonneville's obligation to build and provide service is subject
to applicable
7
law. Bonneville shall provide notice of the project to all
other DSIs and to the manager of the Northwest RTA.
3. PRICING.
Pricing of Transmission Services by Bonneville to integrate Customer's
Resource to its load under this Agreement shall be pursuant to IR-93 and
its successor. If Bonneville offers other Transmission Services, pricing
for such services shall be at the rates applicable to other users of the
same services.
4. PURCHASE AND RESALE SERVICES.
Bonneville and Customer acknowledge that in some instances, an arrangement
in which Bonneville purchases power for resale to Customer may be
preferable to Bonneville wheeling non-federal power to Customer. Therefore,
Bonneville shall make best efforts to purchase power, energy or other
energy services, as specified by Customer as to supplier, amount, term,
shape, and other criteria, and resell such power, energy or other energy
services to Customer for Customer's own use at a price equal to
Bonneville's purchase costs for the power plus Bonneville transmission
charges that would have been applicable if Customer had directly purchased
such power, energy or other energy services. Bonneville may also impose a
reasonable brokerage fee for this service.
5. TRANSMISSION ON NON-FEDERAL SYSTEMS.
Bonneville shall make best efforts to request and purchase transmission
services identified by Customer, on Customer's behalf, from Northwest RTG
members, Westwide RTG members, or from any transmitting utility under
sections 211 and 212 of the Federal Power Act. Customer shall reimburse
Bonneville for all of the costs incurred in complying with this provision.
8
6. DISPUTE RESOLUTION.
6.1 Scope of Dispute Resolution. The scope of dispute resolution under
this Agreement shall include all disputes arising under this
Agreement, including but not limited to, disputes concerning amounts
and location of Available Transmission Capacity; need for and costs of
Incremental Facilities and interconnection facilities; costs, prices,
and terms and conditions of requested transmission services and
interconnection facilities; and estimates of the nature, extent, total
cost, schedule, and proposed allocations of costs associated with
studies, including environmental analyses, proposed in response to a
request for service; and including, unless expressly waived, disputes
arising under transmission agreements requested, offered or signed
pursuant to this Agreement.
6.2 Preconditions to Arbitration.
6.2.1 Each Party shall use best efforts to settle all disputes arising
under this Governing Agreement. In the event any such dispute is
not settled, any disputing Party may request in writing that the
Manager of the Northwest RTA (or alternatively, the head of the
Northwest Power Pool) appoint an impartial facilitator to aid
the disputing Parties in reaching a mutually acceptable
resolution to the dispute; such appointment shall be made within
ten days of receipt of the request. The facilitator and
representatives of the disputing Parties with authority to
settle the dispute shall meet within 21 days after the
facilitator has been appointed to attempt to negotiate a
resolution of the dispute. Settlement offers shall not be
admissible in any subsequent dispute resolution process or in
any other forum. With the consent of all disputing Parties,
resolution may include referring the matter to a technical body
(such as the Northwest Power Pool Transmission Planning
Committee) for resolution or an advisory opinion.
9
6.2.2 If the disputing Parties have not succeeded in negotiating a
resolution of the dispute within 30 days after first meeting
with the facilitator or if the facilitator is not appointed
within ten days pursuant to subsection 6.2.1, such Parties shall
be deemed to be at an impasse and any such disputing Party may
commence the dispute resolution process by submitting a written
notice to the other Party.
6.3 Arbitration Process.
6.3.1 Within 14 days of a disputing Party's request that the
arbitration process be commenced, each disputing Party shall
submit a statement in writing to the other disputing Party,
which statement shall set forth in reasonable detail the nature
of the dispute, the issues to be arbitrated, and the proposed
Award sought through such arbitration proceedings. To the extent
the disputing Parties do not agree on the terms of a requested
contract for Interconnection or Transmission Services, each
submittal shall include proposed contract language for those
issues in dispute.
6.3.2 Within ten days following the submission of their statements,
the disputing Parties shall select an Arbitrator who shall be
familiar with and knowledgeable about the policies and criteria
used in the Northwest Interconnected Area transmission systems
and regulatory requirements. If the disputing Parties cannot
agree upon an Arbitrator, the disputing Parties shall take turns
striking names from a list of ten qualified individuals supplied
by the Northwest RTA Manager (or alternatively the head of the
Northwest Power Pool) from the list maintained by the Northwest
RTA Board with a disputing Party chosen by lot first striking a
name. The last-remaining name not stricken shall be designated
as the Arbitrator. If that individual is unable or unwilling to
serve, the individual last stricken from
10
the list shall be designated and the process repeated until an
individual is selected who is able and willing to serve. Absent
the express written consent of all disputing Parties as to any
particular individual, no person shall be eligible for selection
as an Arbitrator who is or was, past or present, an officer,
member of the governing body, employee of or consultant to any
of the disputing Parties, or of an entity related to or
affiliated with any of the disputing Parties, or whose interests
are otherwise affected by the matter to be arbitrated. Any
individual designated as an Arbitrator shall make known to the
disputing Parties any such disqualifying relationship and a new
Arbitrator shall be designated in accordance with the provisions
of this subsection.
6.3.3 The Arbitrator shall cause to be published in the Northwest RTA
newsletter and electronic bulletin board a notice of the dispute
with sufficient detail to inform potential intervenors of the
disputed issues.
6.3.4 The Arbitrator shall determine discovery procedures,
intervention rights, how evidence shall be taken, what written
submittals may be made, and other such procedural matters,
taking into account the complexity of the issues involved, the
extent to which factual matters are disputed and the extent to
which the credibility of witnesses is relevant to a resolution
of the dispute. Each party to the dispute shall produce all
evidence determined by the Arbitrator to be relevant to the
issues presented. To the extent such evidence involves
proprietary or confidential information, the Arbitrator shall
issue an appropriate protective order which shall be complied
with by all Parties to the dispute. The Arbitrator may elect to
resolve the arbitration matter solely on the basis of written
evidence and arguments.
6.3.5 The Arbitrator shall grant intervention only to Parties that
have a commercial power or transmission interest in the dispute.
Intervening
11
Parties shall have the same procedural rights as Disputing
Parties to the dispute. "Parties" refers to both Disputing
Parties and Intervening Parties. Absent the agreement to the
contrary of all disputing Parties, no entity shall be permitted
to intervene unless, as a condition of its intervention, it
agrees to be bound by these dispute resolution provisions,
including the provisions related to deference on appeal set
forth in subsection 6.6.4.
6.3.6 The Arbitrator shall consider all issues underlying a dispute
including, if relevant, whether Bonneville's reliability
criteria, standards, guidelines and operating procedures are
reasonably consistent with Prudent Utility Practice, after
giving consideration to consistently applied regional or
national reliability standards, guidelines or criteria;
provided, that Bonneville's reliability criteria, standards, and
guidelines, and operating procedures for maintaining system
reliability which were in effect and in writing as of July 1,
1993, or that are consistent with the provisions of reliability
criteria, standards, guidelines, and operating procedures of the
North American Electric Reliability Council and the WSCC which
govern the planning, design, and operation of Members'
transmission systems, but not the applicability, consistent
application or interpretation of such criteria, standards,
operating procedures and guidelines in regard to a particular
request, shall be afforded a rebuttable presumption of
reasonableness and consistency with Prudent Utility Practice by
the Arbitrator. Bonneville's reliability criteria, standards,
guidelines and operating procedures shall be consistently
applied by Bonneville to its own use of its system and to
Customer's request to use such system pursuant to a request for
interconnection or Transmission Services.
6.3.7 The Arbitrator shall take evidence submitted by the Parties in
accordance with procedures established by the Arbitrator and may
request additional information, including the opinion of
recognized technical bodies. Parties
12
shall be afforded a reasonable opportunity to rebut any such
additional information.
6.4 Substantive Standards and Decision. The Arbitrator shall apply to any
dispute arising from a request for service the standards that FERC
would apply to a request for FERC ordered service under FPA sections
211 and 212. As soon as practicable, but in no event later than 115
days of his or her selection as Arbitrator, the Arbitrator shall
select, by written notice to the Parties, the proposed Award of a
disputing party which best meets the terms and intent of this
Agreement and conforms with the FPA and FERC's then-applicable
standards and policies for FERC-ordered service; provided, however, if
the Arbitrator concludes that no proposed Award is consistent with
this Governing Agreement, the FPA, and FERC's then-applicable
standards and policies, or addresses all issues in dispute, the
Arbitrator shall specify how each proposed Award is deficient and
request that the Parties submit within twenty (20) days new proposed
Awards that cure the deficiencies stated by the Arbitrator. A written
decision, including specific findings of fact, explaining the basis
for the Award shall be provided by the Arbitrator. Awards will be
based only on the evidence on the record before the Arbitrator. The
decision shall be published in the NWRTA newsletter or on the
electronic bulletin board. No Award that is not appealed shall be
deemed to be precedential in any other arbitration related to a
different dispute.
6.5 Compliance and Costs.
6.5.1 Immediately upon the decision by the Arbitrator, the disputing
Parties shall take whatever action is required to comply with
the selected Award to the extent the selected Award does not
require regulatory action and no party seeks appeal. To the
extent the Award requires local or federal approval or
regulatory action, Bonneville shall promptly submit and support
that
13
portion of the Award with the appropriate authority. Any and all
costs associated with the arbitration (not including the
Parties' costs associated with attorney costs and expert witness
fees) shall be borne by the Party or Parties whose proposed
Award was not selected, unless the Parties agree to an alternate
method of allocating costs.
6.6 Bonneville Rate Proceedings. In case of a dispute arising under this
Agreement concerning a Bonneville rate for requested Interconnection
or Transmission Services ("Bonneville Rate Issue Dispute"):
6.6.1 Except as otherwise provided in this subsection, this subsection
6.6 shall apply to a Bonneville Rate Issue Dispute in lieu of
subsection 6.3, 6.4, 6.5 of this Agreement; provided, that if
Bonneville has by Federal Register notice initiated a hearing
under subsection 7(i) of the Pacific Northwest Electric Power
Planning and Conservation Act (Northwest Power Act) to
establish, or to review and revise, a rate or rates of general
applicability for FERC- ordered transmission services, and the
Bonneville Rate Issue Dispute involves the appropriateness or
application of such rate or rates to the Customer's request for
Bonneville Transmission Services, then for purposes only of
Customer's request for Bonneville Transmission Services a
separate subsection 7(i) proceeding shall be held in accordance
with the procedures of this subsection 6.6 to resolve that
particular Bonneville Rate Issue Dispute unless the Arbitrator
determines that (1) the separate 7(i) proceeding would frustrate
the ongoing 7(i) proceeding and (2) resolution of the Bonneville
Rate Issue Dispute in the ongoing 7(i) proceeding would not
materially frustrate the Customer's need for an expeditious
decision.
6.6.2 Where the rate would have been subject to review and
determination by FERC under subsection 212(i)(1) of the FPA if
the rate dispute and any related good faith dispute over
Transmission Services had been timely
14
brought before FERC by an entity eligible to request
FERC-ordered service under subsection 211 of the FPA, then
pricing of Interconnection or Transmission Service by Bonneville
in response to Customer request shall conform to subsection
212(i)(1)(ii) of the FPA and then-applicable standards and
policies of FERC.
6.6.3 A hearing on a Bonneville Rate Issue Dispute shall be held which
comports in all respects with subsection 7(i) of the Northwest
Power Act and other applicable requirements of Federal law,
including any applicable requirements of the National
Environmental Policy Act, with the addition that:
(i) following compliance with the preconditions to arbitration
set forth in subsection 6.2 of this Governing Agreement, and
within 14 days of a disputing Party's ensuing request that
the hearing process be commenced, each disputing Party shall
submit a statement in writing to the other disputing Party,
which statement shall set forth in reasonable detail the
nature of the Bonneville Rate Issue Dispute, the issues to
be raised in the hearing, and the proposed rate(s) sought
through such hearing;
(ii) Bonneville shall within 14 days of its receipt of the
disputing Party's written statement prepare and submit for
publication a Federal Register notice that in addition to
meeting the requirements of Northwest Power Act subsection
7(i)(1), also sets forth the statements or notifies the
public of their availability;
(iii) the Hearing Officer/Arbitrator (hereafter Hearing Officer)
shall be selected as specified in subsection 6.3.2 of this
Governing Agreement, which selection shall be officially
recognized by
15
Bonneville;
(iv) with the exception of any legally required process for
taking participant comments, the hearing shall be held in
Portland, Oregon, and in the Bonneville Rates Hearing Room
if available, unless an alternative location is agreed to by
all Parties to the hearing;
(v) the Hearing Officer shall comport with subsections 6.3.4,
6.3.6 and 6.3.7 of this Governing Agreement, unless
inconsistent with the procedural provisions of subsection
7(i) of the Northwest Power Act or the National
Environmental Policy Act;
(vi) the Hearing Officer shall, unless violative of subsection
7(i) of the Northwest Power Act or the National
Environmental Policy Act, conduct the hearing in a manner
calculated to ensure that no more than 115 days elapses from
the date of the publicly noticed pre-hearing conference to
the date of the Administrator's final decision pursuant to
subsection 7(i)(5) of the Northwest Power Act;
(vii) the Hearing Officer shall, unless the Hearing Officer
becomes unavailable, make a recommended decision to the
Administrator that (a) best meets the terms and intent of
this Governing Agreement, subsection 212(i) of the FPA and
FERC's then-applicable standards and policies for
FERC-ordered service, and (b) sets forth the Hearing
Officer's findings and conclusions, and the reasons or basis
thereof, on all material issues of fact, law, or discretion
presented on the record;
(viii) in the case of rates described in subsection 6.6.2 above,
the Administrator shall afford deference to the Hearing
Officer's factual
16
findings and determination of issues not of first impression
(i.e., matters previously decided by FERC or a court of
competent jurisdiction in cases involving comparable facts
and circumstances); and
(ix) the Administrator's final decision under subsection 7(i)(5)
of the Northwest Power Act shall also set forth the reasons
for reaching any findings and conclusions which may differ
from those of the Hearing Officer, based on the hearing
record and the law.
6.6.4 FERC Appeal. Bonneville shall file its final rates decision with
FERC in accord with existing provisions of law and regulation. A
disputing party to an arbitration may apply to FERC to appeal or
protest that aspect of any Award relating to Bonneville's rate.
Any appeal to FERC shall be based solely upon the record
assembled by the Arbitrator, provided, however, that any order
by an Arbitrator excluding material from the arbitration record
or which is alleged to violate due process may be explicitly
appealed to FERC. Bonneville and the Customer, in the case of
Bonneville rates described in subsection 6.6.2 above, intend
that FERC should afford deference to the Hearings Officer
factual findings and determinations of issues not of first
impression (i.e., matters previously decided by FERC or a court
of competent jurisdiction in cases involving comparable facts
and circumstances).
6.7 Appeal to Claims Court. A disputing party to an arbitration may apply
to the U.S. Claims Court to hear an appeal of that aspect of any Award
relating to terms and conditions of requested service or a breach of
this Agreement. Upon finding that any terms and conditions are
inconsistent with this Agreement or that Bonneville has breached this
Agreement, the Claims Court shall remand to the Arbitrator for any
further determinations and decisions.
17
7. EFFECTIVE DATE AND TERM.
7.1 This Exhibit shall become effective when (1) the Agreement is signed
by Bonneville and the Customer, and (2) after Bonneville becomes a
member of either the Westwide RTA or Northwest RTA.
7.2 This Exhibit shall have a term concurrent with the Agreement except as
provided in subsection 12(b).
18
Exhibit F
Contract No. DE-MS79-95BP94766
Northwest Aluminum Company
STABILITY RESERVE SCHEMES
-------------------------
1. Import Contingency Load Tripping Schemes: Remedial Action Scheme for the
loss of the AC Intertie and Remedial Action Scheme for the loss of the DC
Intertie.
2. Bellingham Area Load Tripping Scheme.
3. Conkelley Area Load Tripping Scheme.
1
Department of Energy
Bonneville Power Administration
P.O. Box 491
Vancouver, WA 98666
July 20, 1995
Amendatory Agreement #1
Contract No. DE-MS79-94BP94442
Mr. Brett Wilcox, President
Northwest Aluminum Corporation
2727 NW Westover Road
Portland, OR 97210
Dear Mr. Wilcox:
The Bonneville Power Administration (BPA) is offering to extend your current
Industrial Replacement Energy (IRE) Agreement until the earlier of:
(a) July 1, 1996; or
(b) The Effective Date of a new IRE Agreement,
with the following replacement for the first paragraph in Section 6:
The Industry shall notify BPA in writing by close of business August
1, 1995, of its commitment to become an Independent IRE Purchaser (IP)
as of July 1, 1995, through November 30, 1995. The Industry shall
notify BPA in writing by November 15, 1995, of its commitment to
become an IP for the period December 1, 1995, through the term of this
Agreement. If BPA is not notified of the IP's commitment by the
foregoing dates, it shall be deemed to be a Regular IRE Purchaser (RP)
for such periods.
If the terms of this amendment are acceptable to you, please indicate your
agreement by signing three originals of this amendment letter and returning two
originals to BPA. The remaining original is for your files.
Sincerely,
EDWARD L. BLEIFUSS
Edward L. Bleifuss
Manager, Short-Term Contracts
ACCEPTED:
Northwest Aluminum Corporation
BRETT WILCOX
By: ----------------------------
Brett Wilcox
Title: President
Date: 7/29/95
Department of Energy
Bonneville Power Administration
P.O. Box 3621
Portland, Oregon 97208-3621
SALES AND CUSTOMER SERVICE
August 31, 1995
Mr. Brett Wilcox
Northwest Aluminum Company
3313 West 2nd Street
The Dalles, OR 97058
Dear Brett:
Based upon prior discussions and to address our mutual needs, the Bonneville
Power Administration (BPA) is offering at this time to extend your current
General Transmission Agreement (Agreement) with BPA for an additional 15 years
in the form of a contract to amend the Agreement. Enclosed for your
consideration is a contract proposal executed by BPA which is irrevocable
through September 30, 1995. Upon your execution, the contract shall become
effective as of that date and binding upon both parties.
If this contract proposal is satisfactory, please sign both copies and return
one copy to:
Deidre Meaney
Contract Information - MPSI
Bonneville Power Administration
P.O. Box 3621
Portland, OR 97208-3621
Please call me at (503) 230-5879 if you have any additional questions.
Sincerely,
SYDNEY D. BERWAGER
- -----------------------------------
Sydney D. Berwager
Senior Account Executive
Enclosures
Amendatory Agreement No. 1 to
Contract No. DE-MS79-95BP94766
AMENDATORY AGREEMENT
executed by the
UNITED STATES OF AMERICA
DEPARTMENT OF ENERGY
acting by and through the
BONNEVILLE POWER ADMINISTRATION
and
NORTHWEST ALUMINUM COMPANY
This AMENDATORY AGREEMENT, executed ----------, 1995, by the UNITED STATES
OF AMERICA (Government), Department of Energy, acting by and through the
BONNEVILLE POWER ADMINISTRATION (Bonneville), and NORTHWEST ALUMINUM COMPANY
(Northwest Aluminum), a corporation of the State of Oregon, each of which may be
referred to herein individually as "Party" or collectively as "Parties".
WITNESSETH:
WHEREAS, Bonneville and Northwest Aluminum, entered into Contract No.
DE-MS79- 95BP94766, (which as the same may be amended or replaced is hereinafter
referred to as the General Transmission Agreement);
WHEREAS, according to its terms the General Transmission Agreement
continues in effect until the fifth anniversary of the Effective Date of the
General Transmission Agreement;
1
WHEREAS, the Parties to the General Transmission Agreement are willing to
extend the General Transmission Agreement until the twentieth anniversary of the
Effective Date of the General Transmission Agreement; and
WHEREAS, Bonneville is authorized pursuant to law to dispose of electric
power and energy generated at various Federal hydroelectric projects in the
Pacific Northwest or acquired from other resources, to construct and operate
transmission facilities, to provide transmission and other services, and to
enter into agreements to carry out such authority;
NOW THEREFORE, the Parties hereto mutually agree as follows:
1. This Agreement shall become effective upon its execution by both
Parties.
2. Upon the fifth anniversary of the Effective Date of the General
Transmission Agreement, the term "fifth anniversary" in Section 1(a)
of such General Transmission Agreement shall be replaced with the term
"twentieth anniversary" such that the General Transmission Agreement
shall continue in effect until 2400 hours on the twentieth anniversary
of the Effective Date, and that the terms of the General Transmission
Agreement shall govern transmission services provided thereunder for
the additional 15 year period.
2
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement.
UNITED STATES OF AMERICA
Department of Energy
Bonneville Power Administration
By: SYNDEY D. BERWAGER
---------------------------------
Name: Sydney D. Berwager
(Print/Type)
Title: Account Executive
Date: August 31, 1995
NORTHWEST ALUMINUM COMPANY
By: BRETT WILCOX
-----------------------------
Name: Brett Wilcox
(Print/Type)
Title: President
Date: 9/7/95
3