Contract No. DE-MS79-95BP94762
AUTHENTICATED
GENERAL TRANSMISSION AGREEMENT
executed by the
UNITED STATES OF AMERICA
DEPARTMENT OF ENERGY
acting by and through the
BONNEVILLE POWER ADMINISTRATION
and
COLUMBIA ALUMINUM
Index to Sections
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Section Page
1. TERM OF AGREEMENT.................................................... 3
2. DEFINITION AND EXPLANATION OF TERMS.................................. 3
3. EXHIIBITS; INTERPRETATIONS........................................... 7
7. POWER SCHEDULING..................................................... 12
9. REVISION OF EXHEBITS................................................. 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 May 4, 1995, by
the UNITED STATES OF AMERICA (Government), Department of Energy, acting by and
through the BONNEVILLE POWER ADMINISTRATION (Bonneville), and COLUMBIA ALUMINUM,
a corporation of the State of California, each of which may be referred to
herein individually as "Party" or collectively as "Parties".
WITNESSETH:
WHEREAS, Bonneville Power Administration ("Bonneville") and Columbia
Aluminum (Customer), on September 3, 1991, entered into Contract No. DE-MS79-8
IBP903 52, (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
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Customer's request and pursuant to subsection 5(d) of the Power Sales
Contract, 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 line 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.
(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.
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(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 fine 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
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Transmission Demand) is specified in the Transmission Parameters
Exhibit.
(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 T. 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
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Demand should be increased.
(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
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Power to be made available to Bonneville pursuant to subsection (a)
above cannot 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
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demand that may occur as determined by Bonneville pursuant to the
Transmission Rate Schedules and General Transmission Rate Schedule
Provisions, does not constitute an 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
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(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;
(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
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(a) The rate schedules included in the Transmission Rate Schedules and
General Transmission Rate Schedule Provisions Exhibit 5 10 shall be
replaced by successor rate 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
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SDB PAS
(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 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;
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(D) to the extent of the destruction, abandonment, or sale of a
Resource integrated at such Point of Integration; or
(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:
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(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 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.
SDB
PAS
(c) Notwithstanding any other provision, Customer may request a seasonal
POI and an associated seasonal Transmission Demand at the POL
Bonneville will respond to such request under the procedures and
standards of Exhibit E.
11. OPTION TO CONVERT SERVICE
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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.
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
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and the Customer.
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
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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 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
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less of the last Event Minute.
(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:
21
(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;
(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
23
with force majeure which cause undervoltage and underfrequency
load 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
24
beginning of Event Minute 46.
(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
25
such information to employees necessary to and for purposes
associated only with the conduct of such proceeding.
(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 u rider
this Agreement to non-aluminum DSIs, or (c) the need for
modifications to the elements of schemes fisted 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.
26
(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:
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
27
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 based on
forecasted 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
28
power.
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: /s/ SYDNEY D. BERWAGER
Name: _______________________
(Print/Type)
Title: Account Executive
----------------------------
Date: April 7, 1995
----------------------------
29
COLUMBIA ALUMINUM
By: /s/ KENNETH D. PETERSON, JR.
Name: ____________________________
(Print/Type)
Title: President
-------------------------
Date: May 4, 1995
-------------------------
30
Exhibit A
Contract No. DE-MS79-95BP94762
COLUMBIA ALUMINUM
TRANSMISSION RATE SCHEDULES AND
GENERAL TRANSMISSION RATE SCHEDULE PROVISIONS
---------------------------------------------
Exhibit B
Contract No. DE-MS79-95BP94762
COLUMBIA ALUMINUM
GENERAL WHEELING PROVISIONS
---------------------------
Exhibit C
Contract No. DE-MS79-95BP94762
COLUMBIA ALUMINUM
TRANSMISSION PARAMETERS
A. Points of Integration, Transmission Demands, and Resources.
Point of Integration Transmission Demand Resource(s) to be
(voltage) (kW) Integrated
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]
Points of Delivery for Station Service Only Unless Otherwise Noted1
- -----------------
1 Upon Bonneville's request, the Customer shall provide evidence of the
obligation to provide service and the amounts and conditions of such obligation.
1
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
Metering:
2
Exhibit C, Page ___ of ___
Service Agreement No. MS96-96109
Goldendale Aluminum Company
Effective on 2400 hours on
September 30, 1996
1. TERM OF TRANSACTION
Start Date: September 30, 1996, at 2400 hours.
Termination Date: September 30, 2001, at 2400 hours.
2. Maximum amount of capacity and/or energy to be transmitted at each Point of
Interconnection and Point of Delivery (Total of which is not to exceed the
Total Transmission Demand as described in the Section 4 of the Transmission
Customer's IR Contract):
See Section 6 below.
3. DELIVERING PARTY/RESOURCE
PanEnergy
4. RECEIVING PARTY
Goldendale Aluminum Company
5. SUMMARY OF POINTS OF INTERCONNECTION AND POINTS OF DELIVERY
10/1/96 - 12/31/96
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Point of Interconnection Transmission Demand (kW) Point of Delivery (Voltage) Transmission Demand (kW)
(Voltage) 10/1/96 - 12/31/96 10/1/96 - 9/30/2001
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Vantage Substation 147,000 Harvalum Substation 147,000
230 kV 23.0 kV
Rocky Reach Substation 75,000 Harvalum Substation 75,000
230 kV 23.0 kV
Total Transmission Demand 222,000 kW 222,000 kW
23
Service Agreement No. 96MS-96109
Exhibit C, Page ___ of ___
Service Agreement No. MS96-96109
Goldendale Aluminum Company
Effective on 2400 hours on
September 30, 1996
1/1/97 - 03/31/97
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Point of Interconnection Transmission Demand (kW) Point of Delivery (Voltage) Transmission Demand (kW)
(Voltage) 10/1/96 - 9/30/2001 10/1/96 - 9/30/2001
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Vantage Substation 167,000 Harvalum Substation 167,000
230 kV 23.0 kV
Rocky Reach Substation 75,000 Harvalum Substation 75,000
230 kV 23.0 kV
Total Transmission Demand 242,000 kW 242,000 kW
04/01/97 - 09/30/2001
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Point of Interconnection Transmission Demand (kW) Point of Delivery (Voltage) Transmission Demand (kW)
(Voltage) 10/1/96 - 9/30/2001 10/1/96 - 9/30/2001
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Vantage Substation 192,000 Harvalum Substation 192,000
230 kV 23.0 kV
Rocky Reach Substation 100,000 Harvalum Substation 100,000
230 kV 23.0 kV
Total Transmission Demand 292,000 kW 292,000 kW
6. DESCRIPTION OF POINTS OF INTERCONNECTION
(a) Vantage Substation
Location. The points in the BPA's Vantage Substation where the 230 W
facilities of the BPA and Grant County PUD are connected;
Voltage. 230 kV
Transmission Demand. 10/01/96 - 12/31/96 147,000 kW
01/01/97 - 03/31/97 167,000 kW
04/01/97 - 09/30/01 192,000 kW
Metering. Quantities to be scheduled
Delivering Party/Resource. PanEnergy
Control Area.
24
Service Agreement No. 96MS-96109
10/01/96 - 12/31/96: From: BPA/Cowlitz PUD/EWEB/Grant
PUD/PacifiCorp/Portland General Electric/Puget Sound Power and
Light/Washington Water Power to BPA
01/01/97 - 03/31/97: From BPA/Cowlitz PUD/EWEB/Grant
PLTD/PacifiCorp/Portland General Electric/Puget Sound Power &
Light/Washington Water Power to BPA
04/01/97 - 09/30/01: From BPA/Cowlitz PUD/EWEB/Grant
PUD/PacifiCorp/Portland General Electric/Puget Sound Power &
Light/Washington Water Power
(b) Rocky Reach Substation
Location. The points in the BPA's Rocky Reach Substation where the 230
kV facilities of the BPA and Chelan County PUD are connected;
Voltage. 230 kV
Transmission Demand. 10/01/96 - 03/31/96: 75,000 kW
04/01/97 - 09/30/01: 100,000 kW
Metering. Quantities to be scheduled
Delivering Party/Resource. PanEnergy
Control Area.
10/01/96 - 03/31/97: From: BPA/Douglas PUD/PacifiCorp/Portland General
Electric/Puget Sound Power and Light/Washington Water Power/Chelan PUD
to BPA
04/01/97 - 09/30/01: From BPA/Douglas PUD/PacifiCorp/Portland General
Electric/Puget Sound Power & Light/Washington Water Power/Chelan PUD
to BPA
25
Service Agreement No. 96MS-96109
7. DESCRIPTION OF POINTS OF DELIVERY
(a) Network Point of Delivery
Harvalum Point of Delivery.
Location. The points in the BPA's Harvalum Substation where the 23 kV
facilities of BPA and the Transmission Customer are connected.
Voltage. 23 kV
Metering. in the 23 kV facilities through which such electrical power
and energy flows.
Loss Adjustment. If applicable, BPA will adjust for transmission
losses between the Transmission Customer's point of receipt and point
of metering. Such adjustments shall be specified in written
correspondence between BPA and the Transmission Customer.
Exceptions.
8. MAXIMUM AMOUNT OF CAPACITY (TRANSMISSION DEMAND)
10/01/96 - 12/31/96: 222,000 kW
01/01/97 - 03/31/97: 242,000 kW
04/01/97 - 09/30/01: 292,000 kW
9. DESIGNATION OF PARTY SUBJECT TO RECIPROCAL SERVICE OBLIGATION
Transmission Customer (if they own transmission facilities.)
10. NAME(S) OF ANY INTERVENING SYSTEMS PROVIDING TRANSMISSION SERVICE
None
11. TRANSMISSION LOSS FACTORS
Network Facilities: 1.9 percent of kWh delivered
Delivery Transformations: 0.6 percent of kWh delivered
ET: 1.9 percent
26
Service Agreement No. 96MS-96109
12. SHORT DISTANCE DISCOUNT
[0.6 + (0.4 x transmission distance/75)]
Not Applicable
13. FACILITY COSTS FOR WHICH THE TRANSMISSION CUSTOMER IS RESPONSIBLE
UFT Charges: (See Exhibit H)
Other Charges
14. ANCILLARY SERVICES PROVIDED
(a) Energy Imbalance. Provided by: BPA
(b) Control Area Reserves for Resources. Provided by the resource
provider.
(c) Load Regulation. Provided by: BPA
(d) Transmission Losses.
The Transmission Customer shall obtain sufficient power to compensate BPA
for losses incurred over the FCRTS. This shall be accomplished by
multiplying the amount of power delivered under this Service Agreement from
such resources, other than federal power for `which the cost for
transmission losses is included in the rate for such power, by applicable
Loss Factors and [1] adding the resulting amount to the billing factor for
the Transmission Customer's purchases of federal power; [2] purchasing the
resulting amount from BPA under the APS rate schedule for Transmission
Losses; or [3] providing the resulting amount itself or by arrangement with
a third party and scheduling it to BPA at the Point of Delivery 168 hours
after the deliveries for which the losses were incurred.
The Transmission Customer shall notify BPA of its method of compensation
for losses, in writing, 30 days prior to the first day of October, each
year during the term of this Service Agreement.
Transmission Customer's Method of Compensation of Losses: Goldendale
shall purchase Transmission Losses from BPA at a rate of 14.25
mills/kWh for the period 10/1/96 - 09/30/97.
27
Service Agreement No. 96MS-96109
Exhibit D
Contract No. DE-MS79-95BP94762
COLUMBIA ALUMINUM
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-MS79-95BP94762
COLUMBIA ALUMINUM
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 83 9a(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,
3
efficient, economical, and in accordance with all applicable laws and
governmental rules, 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
5
environmental studies, if such are reasonably required by statute
to determine:
(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
6
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 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
7
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 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.
8
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.
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
9
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.
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
10
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
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
11
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 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
12
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 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 an 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.
13
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 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 1(i)
proceeding and (2) resolution
14
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 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
15
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 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
FERCs then-
16
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 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).
17
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.
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-MS79-95BP94762
COLUMBIA ALUMINUM
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
Amendatory Agreement No. 1 to
Contract No. DE-MS79-95BP94762
AUTHENTICATED
AMENDATORY AGREEMENT
executed by the
UNITED STATES OF AMERICA
DEPARTMENT OF ENERGY
acting by and through the
BONNEVILLE POWER ADMINISTRATION
and
COLUMBIA ALUMINUM CORPORATION
This AMENDATORY AGREEMENT, executed 9/14/1995, by the UNITED STATES OF
AMERICA (Government), Department of Energy, acting by and through the BONNEVILLE
POWER ADMINISTRATION (Bonneville), and COLUMBIA ALUMINUM CORPORATION (Columbia
Aluminum), a corporation of the State of Washington, each of which may be
referred to herein individually as "Party" or collectively as "Parties".
WITNESSETH:
WHEREAS, Bonneville and Columbia Aluminum, entered into Contract No.
DE-MS79-95BP94762, (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 generate d 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: /S/ SYDNEY D. BERWAGER
-----------------------------------
Name: Sydney D. Berwager
-------------------------------
(Print/Type)
Title: Account Executive
-------------------------------
Date: August 31, 1995
--------------------------------
COLUMBIA ALUMINUM CORPORATION
By: /S/ KENNETH D. PETERSON JR.
---------------------------
Name: Kenneth D. Peterson Jr.
---------------------------
(Print/Type)
Title: Chief Executive Officer
---------------------------
Date: 9/14/94
---------------------------
3
[LOGO]
Department of Energy
Bonneville Power Administration
P.O. Box 3621
Portland, Oregon 97208-3621
SALES AND CUSTOMER SERVICE
September 30, 1996
Gerald F. Miller
VP Energy & Government Affairs
Goldendale Aluminum Company
1111 Main, Suite 710
Vancouver, WA 98660
Dear Mr. Miller:
The Bonneville Power Administration (BPA) desires to provide transmission
service starting on October 1, 1996 and Goldendale Aluminum Company desires to
receive such requested transmission service. However, the parties have not yet
executed a final agreement of the Network Integration Transmission Service
Agreement (Service Agreement), Contract No. 96MS-96109 (draft date 9/27/96) for
such service. Consequently, BPA and Goldendale Aluminum Company agree to the
following until such Service Agreement is executed:
BPA shall:
1. Initiate transmission service beginning 2400 hours, September 30, 1996
pursuant to the terms and conditions specified in the above mentioned
unexecuted Service Agreement.
2. BPA shall bill Goldendale Aluminum Company for transmission services
pursuant to the terms and conditions of the Service Agreement.
Goldendale Aluminum Company shall:
1. Comply with the terms and conditions specified in the above mentioned
Service Agreement.
2. Compensate BPA for the Transmission Service in accordance with the
Service Agreement and the Tariff.
BPA and Goldendale Aluminum Company agree to operate according to these
standards: starting on 2400 hours, September 30, 1996 and ending on the earlier
of (a) execution of the Service Agreement or (b) 2400 hours, March 31, 1997. The
parties will negotiate, in good faith, all unresolved issues to produce a final
draft of the Service Agreement.
2
If Goldendale, Aluminum Company agrees with the statements in this letter,
indicate by signing below and returning one copy with original signatures to me
within five (5) working days.
UNITED STATES OF AMERICA
Department of Energy
Bonneville Power Administration
By GARY L. FUQUA
---------------------------------
Senior Account Executive
Name Gary L. Fuqua
----------------------------
(Print/Type)
Date SEP 30 1996
----------------------------
CONCURRENCE:
GOLDENDALE ALUMINUM COMPANY
By GERALD. F. MILLER
-------------------------------
Name Gerald F. Miller
--------------------------
(Print/Type)
Title Vice President Energy
--------------------------
Date September 30, 1996
--------------------------
Enclosure
Exhibit H, Page ___ of ___
Service Agreement No. MS96-96106
Goldendale Aluminum Company
Effective on 2400 hours on
September 30, 1996
USE-OF-FACILITIES CHARGE
I&A(1) I&A O&M(2)
Annual Annual Annual
Facility Investment Cost Ratio Cost Cost Demand $/kW/yr
-------- ---------- ---------- -------- ------ ------- --------
(3) (4) (kW)
Substation $ % $ $ $
Total Use-of-Facilities Charge () = $/kW/mo
- ---------------
(1) Investment and amortization.
(2) Operations and maintenance.
(3) Based on ACR table dated 6/2/95, column 8 minus column 5 for substation
category.
(4) Based on O&M table dated 6/2/95.
1. CHANGES TO THE USE-OF-FACILITIES CHARGE
(a) Changes in Costs and Demands This Exhibit H may be revised annually to
reflect changes in: (1) the yearly noncoincidental demands on the
facility under this Service Agreement and other agreements; (2)
changes in I&A annual cost ratio; (3) changes in O&M annual cost; and
(4) changes in the general transfer agreement costs, if applicable.
Any changes in the costs or demands used in calculating the
use-of-facilities change in this Exhibit I are subject to the dispute
resolution provisions of section 6.
(b) Limits on Changes in Use of Facilities Charge Through September 30,
2001, the sum of the annual costs for I&A annual cost O&M annual cost,
and the cost of general transfer agreements, if applicable, used in
calculating the use of facilities charge shall not exceed a limit
equal to 150 percent of such total annual cost specified in the
initial Exhibit H as adjusted for changes
28
Service Agreement No. 96MS-96109
Exhibit H, Page ___ of ___
Service Agreement No. MS96-96106
Goldendale Aluminum Company
Effective on 2400 hours on
September 30, 1996
in investments. The formula used for determining the use of facilities
charge shall not change from the formula used in developing the
initial Exhibit H.
2. NEW INVESTMENTS IN FACILITIES SERVING THE COMPANY
(a) Use-of-Facilities Charge. If new investments are proposed by BPA and
agreed to by the Company in accordance with the provisions of sections
11 and 12 of the PTP Tariff such investments shall be used in the
use-of-facilities charge under this Service Agreement.
(b) Change in Rate Test Limit. If BPA makes such new investments, the
limit on the use-of-facilities charge specified in section 1(b) of
this Exhibit H shall be proportionately increased to reflect such new
investments.
29
Service Agreement No. 96MS-96109