Exhibit 10.1
Western Systems Power Pool.
Rate Schedule FERC No. 6
Western Systems Power Pool
Agreement
(C) Western Systems Power Pool, Inc. 2003
All rights reserved
Issued by: Michael E. Small, General Counsel Effective: February 1, 2004
to Western Systems Power Pool
Issued on: November 19, 2003
Western Systems Power Pool First Revised Sheet No. 1
Rate Schedule FERC No. 6 Superseding Original Sheet No. 1
TABLE OF CONTENTS
PAGE
1. PARTIES...................................................................4
2. RECITALS..................................................................4
3. AGREEMENT.................................................................5
4. DEFINITIONS...............................................................5
5. TERM AND TERMINATION.....................................................11
6. SERVICE SCHEDULES AND WSPP DEFAULT TRANSMISSION TARIFF...................12
7. ADMINISTRATION...........................................................13
8. EXECUTIVE AND OPERATING COMMITTEES.......................................16
9. PAYMENTS................................................................20B
10. UNCONTROLLABLE FORCES....................................................22
11. WAIVERS..................................................................24
12. NOTICES..................................................................24
13. APPROVALS................................................................25
14. TRANSFER OF INTEREST IN AGREEMENT........................................27
15. SEVERABILITY.............................................................28
16. MEMBERSHIP...............................................................28
17. RELATIONSHIP OF PARTIES.................................................29A
18. NO DEDICATION OF FACILITIES..............................................30
Issued by: Michael E. Small, General Counsel Effective: October 1, 2003
to Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool Second Revised Sheet No. 2
Rate Schedule FERC No. 6 Superseding First Revised Sheet No. 2
TABLE OF CONTENTS
PAGE
19. NO RETAIL SERVICES.......................................................30
20. THIRD PARTY BENEFICIARIES................................................30
21. LIABILITY AND DAMAGES....................................................30
22. DEFAULT OF TRANSACTIONS UNDER THIS AGREEMENT AND
CONFIRMATION AGREEMENTS..................................................34
22A. DEFAULT IN PAYMENT OF WSPP OPERATING COSTS...............................41
23. OTHER AGREEMENTS.........................................................43
24. GOVERNING LAW............................................................43
25. JUDGMENTS AND DETERMINATIONS.............................................43
26. COMPLETE AGREEMENT.......................................................44
27. CREDITWORTHINESS.........................................................44
28. NETTING..................................................................46
29. TAXES...................................................................47A
30. CONFIDENTIALITY..........................................................48
31. TRANSMISSION TARIFF......................................................49
32. TRANSACTION SPECIFIC TERMS AND ORAL AGREEMENTS...........................49
33. PERFORMANCE, TITLE, AND WARRANTIES FOR TRANSACTIONS
UNDER SERVICE SCHEDULES.................................................52A
34. DISPUTE RESOLUTION.......................................................53
35. FORWARD CONTRACTS........................................................56
Issued by: Michael E. Small, General Counsel Effective: October 1, 2003
to Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool Fourth Revised Sheet No. 3
Rate Schedule FERC No. 6 Superseding First Revised Sheet No. 3
TABLE OF CONTENTS
PAGE
36. TRADE OPTION EXCEPTION...................................................56
37. ADDITIONAL REPRESENTATIONS AND WARRANTIES................................57
38. FLOATING PRICES..........................................................58
39. AMENDMENT...............................................................58B
40. EXECUTION BY COUNTERPARTS...............................................58C
41. WITNESS..................................................................59
EXHIBIT A: NETTING
EXHIBIT B: FORM OF COUNTERPARTY GUARANTEE AGREEMENT
EXHIBIT C: SAMPLE FORM FOR CONFIRMATION
EXHIBIT D: WSPP MEDIATION AND ARBITRATION PROCEDURES
SERVICE SCHEDULES
A. ECONOMY ENERGY SERVICE
B. UNIT COMMITMENT SERVICE
C. FIRM CAPACITY/ENERGY SALE OR EXCHANGE SERVICE
LIST OF MEMBERS
Issued by: Michael E. Small, General Counsel Effective: October 1, 2003
to Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool Original Sheet No. 4
Rate Schedule FERC No. 6
1. PARTIES:
The Parties to this Western Systems Power Pool Agreement
(hereinafter referred to as "Agreement") are those entities that
have executed this Agreement, hereinafter sometimes referred to
individually as "Party" and collectively as "Parties," but excluding
any such entity that withdraws its participation in the Agreement.
2. RECITALS:
2.1 The WSPP experiment has been successfully concluded. Its main
purpose was to determine the feasibility of a marketing arrangement
which would increase the efficiency of interconnected power system
operations above that already being accomplished with existing
agreements through increased market knowledge and market pricing of
commodities.
2.2 The Parties now desire to proceed with a similar marketing
arrangement on a long term basis for prescheduled and real-time
coordinated power transactions, such as economy energy transactions,
unit commitment service, firm system capacity/energy sales or
exchanges. Accordingly, this Agreement, together with any applicable
Confirmation Agreement, sets forth the terms and conditions to
implement these services within any applicable rate ceilings set
forth in the Service Schedules in conformance with FERC orders where
applicable.
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos.
ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Second Revised Sheet No. 5
Rate Schedule FERC No. 6 Superseding First Revised Sheet No. 5
2.3 Each Party meets the membership requirements set out in Section 16.
2.4 The Parties are willing to utilize their respective electric
generation and transmission systems or contractual rights thereto to
the extent of their respective obligations which are set forth in
this Agreement.
3. AGREEMENT:
In consideration of the mutual covenants and promises herein set
forth, the Parties agree as follows:
4. DEFINITIONS:
The following terms, when used herein with initial capitalization,
whether in the singular or in the plural, shall have the meanings
specified:
4.1 Agreement: This Western Systems Power Pool Agreement, including the
Service Schedules and Exhibits attached hereto, as amended;
provided, however, that Confirmation Agreements are not included
within this definition.
4.1a Administrative Committee: A sub-committee of the Executive Committee
in accordance with Section 8.1.2.
4.1aa Broker: An entity or person that arranges trades or brings together
Purchasers and Sellers without taking title to the power.
4.1b Business Day(s): Any day other than a Saturday or Sunday or a
national (United States or Canadian, whichever is applicable)
holiday. United States holidays shall be holidays observed by
Federal Reserve member banks in New York City.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool Original Sheet No. 5A
Rate Schedule FERC No. 6
Where both the Seller and the Purchaser have their principal place
of business in the United States, Canadian holidays shall not apply.
Similarly, where both the
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool Third Revised Sheet No. 6
Rate Schedule FERC No. 6 Superseding Second Revised Sheet No. 6
Seller and the Purchaser have their principal place of business in
Canada, UnitedStates holidays shall not apply. In situations where
one Party has its principal place of business within the United
States and the other Party's principal place of business is within
Canada, both United States and Canadian holidays shall be observed.
4.1c California ISO: The California Independent System Operator
Corporation or any successor organization.
4.1d Confirmation Agreement(s): Any oral agreement or written
documentation for transactions under the Service Schedules which
sets forth terms and conditions for transactions that are in
addition to, substitute, or modify those set forth in the Agreement.
A sample written confirmation document is included as Exhibit C.
Section 32 of this Agreement provides for such Confirmation
Agreements. The Parties may agree to modify terms of this Agreement
for more than one transaction pursuant to a separate written
agreement. The changes to the Agreement agreed to through such
written agreements shall be considered part of the Confirmation
Agreement and shall apply to all transactions entered into between
the two Parties under the Agreement unless the Parties specifically
agree to override such changes for a particular transaction
consistent with Section 32 of this Agreement.
4.1e Contract Price: The price agreed to between the Seller and the
Purchaser for a transaction under the Agreement and any Confirmation
Agreement.
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool Second Revised Sheet No. 6A
Rate Schedule FERC No. 6 Superseding First Revised Sheet No. 6A
4.1f Contract Quantity: The amount of electric energy and/or capacity to
be supplied for a transaction under a Service Schedule as agreed to
through any Confirmation Agreement.
4.2 Control Area: Shall mean an electric system capable of regulating
its generation in order to maintain its interchange schedule with
other electric systems and to contribute its frequency bias
obligation to the interconnection as specified in the North
American Electric Reliability Council (NERC) Operating Guidelines.
4.2a Costs: As defined in Section 22.3 of this Agreement.
4.2b Dealer: An entity or person that buys or sells power and takes title
to the power at some point.
4.2c Defaulting Party: As defined in Section 22.1 of this Agreement.
4.2d Determination Period: As defined in Section 38.2 of this Agreement.
4.3 Economy Energy Service: Non-firm energy transaction whereby the
Seller has agreed to sell or exchange and the Purchaser has agreed
to buy or exchange energy that is subject to immediate interruption
upon notification, in accordance with the Agreement, including
Service Schedule A, and any applicable Confirmation Agreement.
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool Second Revised Sheet No. 7
Rate Schedule FERC No. 6 Superseding First Revised Sheet No. 7
4.4 Electric Utility: An entity or lawful association which (i) is a
public utility, Independent Power Producer, or Power Marketer
regulated under applicable state law or the Federal Power Act, or
(ii) is exempted from such regulation under the Federal Power Act
because it is the United States, a State or any political
subdivision thereof or an agency of any of the foregoing, or a Rural
Utilities Service cooperative, or (iii) is a public utility,
Independent Power Producer, or Power Marketer located in Canada or
Mexico that is similarly regulated.
4.4a ERCOT: Electric Reliability Council of Texas, Inc., the corporation
that administers Texas's power grid and is a regional reliability
council.
4.4b Event of Default: As defined in Section 22.1 of this Agreement.
4.5 Executive Committee: That committee established pursuant to Section
8 of this Agreement.
4.6 FERC: The Federal Energy Regulatory Commission or its regulatory
successor.
4.7 Firm Capacity/Energy Sale or Exchange Service: Firm capacity and/or
energy transaction whereby the Seller has agreed to sell or exchange
and the Purchaser has agreed to buy or exchange for a specified
period available capacity with or without associated energy which
may include a Physically-Settled Option and a capacity transaction
in accordance with the Agreement, including Service Schedule C, and
any applicable Confirmation Agreement.
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool Original Sheet No. 7A
Rate Schedule FERC No. 6
4.7a First Party: As defined in Section 27 of this Agreement.
4.7b Floating Price: As defined in Section 38.1 of this Agreement.
4.7c Gains: As defined in Section 22.3 of this Agreement.
4.7d Guarantee Agreement: An agreement providing a guarantee issued by a
parent company or another entity guaranteeing responsibility for
specific obligations for transactions under this Agreement and
Confirmation Agreements. A sample form of guarantee is provided in
Exhibit B.
4.7e Guarantor: The entity providing a guarantee pursuant to a Guarantee
Agreement.
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool Second Revised Sheet No. 8
Rate Schedule FERC No. 6 Superseding First Revised Sheet No. 8
4.8 Hub: An electronic communication center that functions as a central
point to electronically receive and assemble data for offers to buy
or sell power or transmission service from each Party and make that
data electronically available concurrently to all Parties.
4.9 Incremental Cost: The forecasted expense incurred by the Seller in
providing an additional increment of energy or capacity during a
given hour.
4.10 Independent Power Producer: An entity which is a non-traditional
public utility that produces and sells electricity but which does
not have a retail service franchise.
4.11 Interconnected Transmission System: The total of all transmission
facilities owned or operated by the Parties, including transmission
facilities over which Parties have scheduling rights.
4.11a Letter of Credit: An irrevocable, transferable, standby letter of
credit, issued by an issuer acceptable to the Party requiring the
Letter of Credit.
4.11b Losses: As defined in Section 22.3 of this Agreement.
4.11c Market Disruption Event: As defined in Section 38.2 of this
Agreement.
4.11d NERC: North American Electric Reliability Council or any successor
organization.
4.11e Non-Defaulting Party: As defined in Section 22.1(a) of this
Agreement.
4.11f Non-Performing Party: As defined in Section 21.3(a) of this
Agreement.
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool First Revised Sheet No. 8A
Rate Schedule FERC No. 6 Superseding Original Sheet No. 8A
4.11g Non-Standard Confirmation Provisions: As defined in Section 32.5 of
this Agreement.
4.11h NYMEX: New York Mercantile Exchange, the physical commodity futures
exchange and a trading forum for energy and precious metals.
4.12 Operating Agent: An agent of the WSPP as may be designated to the
Executive Committee from time to time.
4.13 Operating Committee: That committee established pursuant to Section
8 of this Agreement.
4.13a Party or Parties: As defined in Section 1 of this Agreement.
4.13b Performing Party: As defined in Section 21.3(a) of this Agreement.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool First Revised Sheet No. 9
Rate Schedule FERC No. 6 Superseding Original Sheet No. 9
4.14 Power Marketer: An entity which buys, sells, and takes title to
electric energy, transmission and/or other services from traditional
utilities and other suppliers.
4.14a Physically-Settled Option: Includes (i) a call option which is the
right, but not the obligation, to buy an underlying power product as
defined under Service Schedules B or C according to the price and
exercise terms set forth in the Confirmation Agreement; and (ii) a
put option which is the right, but not the obligation, to sell an
underlying power product as defined under Service Schedules B or C
according to the price and exercise terms set forth in the
Confirmation Agreement.
4.14b Premium: The amount paid by the Purchaser of a Physically-Settled
Option to the Seller of such Option by the date agreed to by the
Parties in the Confirmation Agreement.
4.14c Present Value Rate: As defined in Section 22.3(b) of this Agreement.
4.15 Purchaser: Any Party which agrees to buy or receive from one or more
of the other Parties any service pursuant to the Agreement under any
Service Schedule and any applicable Confirmation Agreement.
4.16 Qualifying Facility: A facility which is a qualifying small power
production facility or a qualifying cogeneration facility as these
terms are defined in Federal Power Act Sections 3(17)(A), 3(17)(C),
3(18)(A), and 3(18)(B); which meets the requirements set forth in 18
C.F.R. Sections 292.203-292.209; or a facility in Canada or Mexico
that complies with similar requirements.
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool Second Revised Sheet No. 10
Rate Schedule FERC No. 6 Superseding First Revised Sheet No. 10
4.16a Replacement Price: The price at which the Purchaser, acting in a
commercially reasonable manner, effects a purchase of substitute
electric energy in place of the electric energy not delivered by the
Seller or, absent such a purchase, the market price for such
quantity of electric energy, as determined by the Purchaser in a
commercially reasonable manner, at the delivery point (agreed upon
by the Seller and the Purchaser for the transaction).
4.16b Retail Entity: A retail aggregator or supplier or retail customer;
provided, however, only those Retail Entities eligible for
transmission service under the FERC's pro forma open access
transmission tariff are eligible to become members of the WSPP.
4.16c Sales Price: The price at which the Seller, acting in a commercially
reasonable manner, effects a resale of the electric energy not
received by the Purchaser or, absent such a resale, the market price
for such quantity of electric energy at the delivery point (agreed
upon by the Seller and the Purchaser), as determined by the Seller
in a commercially reasonable manner.
4.16d Second Party: As defined in Section 27 of this Agreement.
4.17 Seller: Any Party which agrees to sell or provide to one or more of
the other Parties any service pursuant to the Agreement under any
Service Schedule and any applicable Confirmation Agreement.
4.18 Service Schedule: A schedule of services established pursuant to
Section 6 of this Agreement.
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool First Revised Sheet No. 10A
Rate Schedule FERC No. 6 Superseding Original Sheet No. 10A
4.18a Successor in Operation: The successor entity which takes over the
wholesale electric trading operations of the first entity either
through a merger or restructuring. A Successor in Operation shall
not include an entity which merely acquires power sales contracts
from the first entity either through a purchase or other means
without taking over the wholesale electric trading operations of the
first entity.
4.18b Terminated Transaction: As defined in Section 22.2 of this
Agreement.
4.18c Termination Payment: As defined in Section 22.2 of this Agreement.
4.18d Trading Day: As defined in Section 38.2 of this Agreement.
4.19 Uncontrollable Forces: As defined in Section 10 of this Agreement or
in a Confirmation Agreement.
4.20 Unit Commitment Service: A capacity and associated scheduled energy
transaction or a Physically-Settled Option which the Seller has
agreed to sell and the Purchaser has agreed to buy from a specified
unit(s) for a specified period, in
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool Second Revised Sheet No. 11
Rate Schedule FERC No. 6 Superseding First Revised Sheet No. 11
accordance with the Agreement, including Service Schedule B, and any
applicable Confirmation Agreement.
4.20a WSPP: The Western Systems Power Pool, Inc. a corporation organized
in 1995 and duly existing under the Utah Revised Nonprofit
Corporation Act.
4.20b WSPP Default Transmission Tariff: The transmission tariff filed on
behalf of WSPP Members with FERC as it may be amended from time to
time.
4.20c WSPP Homepage: WSPP's internet web site, www.wspp.org.
5. TERM AND TERMINATION:
5.1 This Agreement shall become effective as of July 27, 1991 when
acceptance or approvals required under Section 13.2 of this
Agreement with respect to those Parties that are subject to FERC
jurisdiction have been obtained; provided, however, that this
Agreement shall not become effective as to any Party in the event
the pre-grant of termination requested under Section 13.3 is not
allowed by FERC, absent that Party's consent; and provided, further,
that this Agreement shall not become effective as to any Party if
any terms, conditions or requirements imposed by FERC are found
unacceptable by that Party. This Agreement shall continue in effect
for a period of ten (10) years from said effective date and
thereafter on a year to year basis until terminated by the Parties;
provided, however, that any Party may withdraw its participation at
any time after the effective date of this Agreement on thirty (30)
days prior written notice to all other Parties.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool Original Sheet No. 11A
Rate Schedule FERC No. 6
5.2 As of the effective date of any withdrawal, the withdrawing Party
shall have no further rights or obligations under this Agreement
except the right to collect
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool First Revised Sheet No. 12
Rate Schedule FERC No. 6 Superseding Original Sheet No. 12
money or receive service owed to it for transactions under any
Service Schedule and the obligation to pay such amounts due to
another Party and to complete any transactions agreed to under any
Service Schedule as of said date. No Party shall oppose, before any
court or regulatory agencies having jurisdiction, any other Party's
withdrawal as provided in this Section.
5.3 Except as provided for in Section 5.2, after termination, or
withdrawal with respect to the withdrawing Party, all rights to
services provided under this Agreement or any tariff or rate
schedule which results from or incorporates this Agreement shall
cease, and no Party shall claim or assert any continuing right to
such services under this Agreement. Except as provided for in
Section 5.2, no Party shall be required to provide services based in
whole or in part on the existence of this Agreement or on the
provision of services under this Agreement beyond the termination
date, or date of withdrawal with respect to the withdrawing Party.
6. SERVICE SCHEDULES AND WSPP DEFAULT TRANSMISSION TARIFF:
6.1 The Parties contemplate that they may, from time to time, add or
remove Service Schedules under this Agreement. The attached Service
Schedules A through C for Economy Energy Service, Unit Commitment
Service, and Firm Capacity/Energy Sale or Exchange Service are
hereby approved and made a part of this Agreement. Nothing contained
herein shall be construed as affecting in any way the right of the
Parties to jointly make application to FERC for a change
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool First Revised Sheet No. 13
Rate Schedule FERC No. 6 Superseding Original Sheet No. 13
in the rates and charges, classification, service, terms, or
conditions affecting WSPP transactions under Section 205 of the
Federal Power Act and pursuant to FERC rules and regulations
promulgated thereunder. Subject to the provisions of Section 13,
future Service Schedules, if any, shall be adopted only by amendment
of this Agreement and shall be attached hereto and become a part of
this Agreement.
6.2 [RESERVED]
6.3 When the WSPP Default Transmission Tariff applies as specified in
the preamble to such Default Transmission Tariff, Transmission
Service under it shall be available both to Parties and nonParties
under this Agreement; provided, however, each Party or nonParty must
be an eligible customer under the WSPP Default Transmission Tariff
in order to receive service.
7. ADMINISTRATION:
7.1 The WSPP shall perform the administrative tasks necessary and
appropriate to implement this Agreement. All authority to direct,
manage and administer the WSPP shall reside in the Executive
Committee. All duties assigned under this Agreement, or otherwise,
to the Operating Committee, sub-committees, officers, Administrative
Committee, or Operating Agent, are delegated powers of the Executive
Committee and are
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool Original Sheet No. 13A
Rate Schedule FERC No. 6
subject to the Executive Committee's direction and control. The WSPP
may engage the services of an Operating Agent, from time to time, to
perform tasks in furtherance of this Agreement.
7.2 At least sixty (60) days prior to each calendar year that this
Agreement is in effect, the Administrative Committee shall submit a
budget for said year of operation to the Operating Committee for
review. The proposed budget shall then be submitted, with the
Operating Committee's recommendations, to the Executive Committee.
The Executive Committee may approve the budget as submitted or with
revisions. The Administrative Committee, Operating Committee, and
Executive Committee shall address any appropriate revisions of the
budget in the same manner.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool First Revised Sheet No. 14
Rate Schedule FERC No. 6 Superseding Original Sheet No. 14
7.3 The WSPP shall, as necessary, bill the Parties for costs incurred
under this Agreement on an estimated basis reasonably in advance of
when due, and such billings shall be paid by the Parties when due.
Such billings shall be adjusted in the following month(s) to reflect
recorded costs. Billing and payment of WSPP costs shall otherwise be
implemented in accordance with the provisions of Section 9.
7.4 The WSPP shall maintain the WSPP Homepage and, as it deems
appropriate, may engage a contractor for this purpose.
7.5 Each Party shall maintain a link to the WSPP Homepage and shall be
responsible for expenses related thereto.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool First Revised Sheet No. 15
Rate Schedule FERC No. 6 Superseding Original Sheet No. 15
7.6 The WSPP, at reasonable times and places, shall make available its
books of account, and records and documentation supporting
expenditures under this Agreement, for the inspection of any Party
for a period of time not to exceed two (2) years from the time such
expenditures were incurred. A Party requesting review of the WSPP's
records shall give the WSPP sufficient notice of its intent, but in
no event less than thirty (30) days. The requesting Party may
perform this review using personnel from its own staff or designate
a certified public accounting firm for the purpose of this review.
All costs incurred to perform this review shall be at the requesting
Party's own expense. The Party performing the review shall not
voluntarily release the WSPP's records or disclose any information
contained therein to any third party unless the written consent of
the WSPP and the Executive Committee has been obtained, except as
required by law.
7.7 Upon the termination of this Agreement, in accordance with
applicable law, the WSPP shall dispose of any and all of its assets
and wind up its affairs as the Executive Committee may direct.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool First Revised Sheet No. 16
Rate Schedule FERC No. 6 Superseding Original Sheet No. 16
8. EXECUTIVE AND OPERATING COMMITTEES:
As a means of securing effective and timely cooperation within the
activities hereunder and as a means of dealing on a prompt and orderly
basis with various problems which may arise in connection with system
coordination and operation under changing conditions, the Parties hereby
establish an Executive Committee and an Operating Committee.
8.1 Executive Committee:
The Executive Committee shall consist of one representative
and an alternate from each Party designated pursuant to Section 8.5
herein. The responsibilities of the Executive Committee are as
follows:
8.1.1 To establish and amend bylaws of the WSPP consistent with
this Agreement and to serve as the Board of Directors of the
WSPP in accordance with applicable law.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool Original Sheet No. 16A
Rate Schedule FERC No. 6
8.1.2 To establish sub-committees as it may from time to time deem
necessary or appropriate. Such sub-committees shall include
an Administrative Committee to administer the affairs of the
WSPP as the Executive Committee may direct or approve, which
sub-committee shall be comprised of the Chairman,
Vice-Chairman, and Secretary/Treasurer of the WSPP and the
Chairman and Vice-Chairman of the Operating Committee.
8.1.3 To review at least annually the service activities hereunder
to ensure that such activities are consistent with the spirit
and intent of this Agreement.
8.1.4 To review any unresolved issues which may arise hereunder and
endeavor to resolve the issues.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool First Revised Sheet No. 17
Rate Schedule FERC No. 6 Superseding Original Sheet No. 17
8.1.5 To review and approve the WSPP's annual budget under this
Agreement, and any revision thereto, in accordance with
Section 7.2 of this Agreement or otherwise as the Executive
Committee deems necessary or appropriate.
8.1.6 To amend this Agreement, from time to time, provided that no
such amendment or restatement shall be effective unless
approved by the FERC and subject to terms and conditions of
such approval.
8.1.7 To review and act on the application of an entity to become a
Party to this Agreement, or to delegate such authority as the
Executive Committee deems appropriate..
8.1.8 To do such other things and carry out such duties as
specifically required or authorized by this Agreement.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool Original Sheet No. 17A
Rate Schedule FERC No. 6
8.1.9 To notify any Party of the rescission of its interest in this
Agreement due to its failure to continue to meet the
requirements of Section 16.1, or to delegate such authority
to the Chairman of the Executive Committee, the Chairman of
the Operating Committee, or the Administrative Committee.
8.1.10 To arrange for legal representation of the WSPP.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool First Revised Sheet No. 18
Rate Schedule FERC No. 6 Superseding Original Sheet No. 18
8.2 Operating Committee:
The Operating Committee shall consist of one representative
and an alternate from each Party designated pursuant to Section 8.5.
The responsibilities of the Operating Committee are as follows:
8.2.1 To establish, review, approve, or modify procedures and
standard practices, consistent with the provisions hereof,
for the guidance of operating employees in the Parties'
electric systems as to matters affecting transactions under
this Agreement.
8.2.2 To submit to the Executive Committee any proposed revisions
to the Service Schedules or proposed additional Service
Schedules.
8.2.3 To submit to the Executive Committee proposed amendments to
this Agreement, provided that the Operating Committee shall
have no authority to amend this Agreement, and further
provided that the Executive Committee may amend this
Agreement under Section 8.1.6 without having first received
recommendations from the Operating Committee.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool Original Sheet No. 18A
Rate Schedule FERC No. 6
8.2.4 To establish, review, approve, or modify any scheduling or
operating procedures required in connection with transactions
under this Agreement.
8.2.5 To review and make recommendations to the Executive Committee
for approval of the annual budget of the WSPP under this
Agreement, including any proposed revisions thereto.
8.2.6 To review and recommend as necessary the types and
arrangement of equipment for intersystem communication
facilities to enhance transactions and benefits under this
Agreement.
8.2.7 To monitor the administration and costs of the WSPP Homepage.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool First Revised Sheet No. 19
Rate Schedule FERC No. 6 Superseding Original Sheet No. 19
8.2.8 If the Executive Committee so directs, to review new member
applications for membership in the WSPP under this Agreement
and make recommendations on said applications to the
Executive Committee, or to delegate such authority as the
Operating Committee deems appropriate.
8.2.9 To do such other things and carry out such duties as
specifically required or authorized by this Agreement or as
directed by the Executive Committee; provided, however, that
the Operating Committee shall have no authority to amend this
Agreement.
8.3 All matters which require Operating Committee or Executive Committee
approval as provided in this Agreement shall be by no less than
ninety percent (90%) affirmative agreement of the committee members
present or voting by proxy.
8.4 Unless otherwise agreed by all committee members of the applicable
committee, the Chairman of the Executive Committee and the Chairman
of the Operating Committee shall cause all members of the applicable
committee to receive notice of a committee meeting at least ten (10)
Business Days prior to the date of the meeting. Such notice shall
include an agenda of matters to be discussed and voted on at the
meeting. All material issues to be submitted to a vote of the
committee shall appear on the agenda.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool Original Sheet No. 19A
Rate Schedule FERC No. 6
8.5 In accordance with Section 15.5.2, each Party shall give notice to
the other Parties and the WSPP of the name of its designated
representative and alternate representative (to act in the absence
of the designated representative) on the Executive Committee and
Operating Committee, and of any changes thereto.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool Second Revised Sheet No. 20
Rate Schedule FERC No. 6 Superseding First Revised Sheet No. 20
Each Party's designated representatives shall be authorized to act
on its behalf with respect to votes taken of committee members and
other activities of the committee.
8.6 The Executive Committee shall meet no less than once annually and
otherwise as determined by the Chairman in his discretion. The
Operating Committee shall meet as necessary, as determined by the
Chairman in his discretion. The Chairman shall call a meeting of a
committee upon the written request of not less than ten (10) members
of the applicable committee.
8.7 The Executive Committee shall elect a Chairman, Vice-Chairman, and
Secretary/Treasurer. The Operating Committee shall elect a Chairman,
Vice-Chairman, and Secretary. These officers shall serve terms of
two-years duration, which terms shall commence on January 1 of the
year following the election and expire on December 31 of the
subsequent year, provided, that despite the expiration of an
officer's term, the officer shall continue to serve until the
officer's successor is elected and commences to serve, and further
provided that with or without cause, the Executive Committee or
Operating Committee, as applicable, may elect a substitute officer
prior to the expiration of a term.
8.7.1 The Chairman of the Executive Committee shall be the Chairman
of the
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool First Revised Sheet No. 20A
Rate Schedule FERC No. 6 Superseding Original Sheet No. 20A
WSPP. The Chairman shall preside over meetings of the
Executive Committee and, when the Executive Committee is not
in session, exercise day to day management and control of the
business and affairs of the WSPP, subject at all times to
this Agreement and the direction of the Executive Committee.
8.7.2 The Vice-Chairman of the Executive Committee shall be the
Vice-Chairman of the WSPP. The Vice-Chairman, in the absence
or disability of the Chairman, shall exercise the powers and
perform the duties of the Chairman and such other duties as
the Executive Committee or the Chairman may prescribe,
subject at all times to this Agreement and the direction of
the Executive Committee.
8.7.3 The Secretary/Treasurer shall be the Secretary/Treasurer of
the WSPP. The Secretary/Treasurer, or his designee, shall
record minutes of meetings and actions of the Executive
Committee, perform the customary duties of a secretary and
treasurer of a non-profit corporation, and attend to the
giving and serving of all notices required by law or under
this Agreement.
8.7.4. The Chairman of the Operating Committee shall preside over
Operating Committee meetings. The Vice Chairman of the
Operating Committee shall serve in the absence of the
Chairman and perform such other duties as the Operating
Committee may assign. The Secretary of the Operating
Committee, or his designee, shall record minutes of meetings
and actions of the Operating Committee, and shall give Notice
of meetings.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool Original Sheet No. 20B
Rate Schedule FERC No. 6
9. PAYMENTS:
9.1 The accounting and billing period for transactions under this
Agreement shall be one (1) calendar month, unless otherwise
specified in a Confirmation Agreement. Bills sent to any Party shall
be sent to the appropriate billing address as set forth on the WSPP
homepage or as otherwise specified by such Party.
9.2 Unless otherwise specified, payments for amounts billed under this
Agreement shall be paid so that such payments are received by the
Party to be paid on the 20th day of the invoicing month or the tenth
(10) day after receipt of the bill, whichever is later.
Notwithstanding the foregoing, Premiums shall be paid within three
(3) Business Days of receipt of the invoice therefor. Payment shall
be made at the location designated by the Party to which payment is
due. Payment shall be considered received when payment is received
by the Party to which Payment is due at the location designated by
that Party. If the due date falls on a non-Business Day of either
Party, then the payment shall be due on the next following Business
Day.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool Original Sheet No. 20C
Rate Schedule FERC No. 6
9.3 Amounts not paid on or before the due date shall be payable with
interest calculated daily, at a rate equal to 200 basis points above
the per annum Prime Rate reported daily in the Wall Street Journal
for the period beginning on the day after the due date and ending on
the day of payment, provided that such interest shall not exceed the
amount permitted by law.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool Second Revised Sheet No. 21
Rate Schedule FERC No. 6 Superseding First Revised Sheet No. 21
9.4 In case any portion of any bill is in dispute, the entire bill shall
be paid when due. Any excess amount of bills which, through
inadvertent errors or as a result of a dispute, may have been
overpaid shall be returned by the owing Party upon determination of
the correct amount, with interest calculated in the manner set forth
in Section 9.3. The Parties shall have no rights to dispute the
accuracy of any bill or payment after a period of two (2) years from
the date on which the bill was initially delivered.
9.5 If a Party's records reveal that a bill was not delivered, then the
Party may deliver to the appropriate Party a bill within two (2)
years from the date on which the bill would have been delivered
under Section 9.1 of this Agreement. The right to payment is waived
with respect to any amounts not billed within such two (2) year
period.
9.6 Each Party, or any third party representative of a Party, shall keep
complete and accurate records, and shall maintain such data as may
be necessary for the purpose of ascertaining the accuracy of all
relevant data, estimates, or statements
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool First Revised Sheet No. 21A
Rate Schedule FERC No. 6 Superseding Original Sheet No. 21A
of charges submitted hereunder for a period of two (2) years from
the date the bill was delivered under this Agreement.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool Third Revised Sheet No. 22
Rate Schedule FERC No. 6 Superseding Second Revised Sheet No. 22
Within a two (2) year period from the date on which the bill was
initially delivered, any Party to the applicable transaction may
request in writing copies of the records of the other Party for that
transaction to the extent reasonably necessary to verify the
accuracy of any statement or charge. The Party from which documents
or data has been requested shall cooperate in providing the
documents and data within a reasonable time period.
10. UNCONTROLLABLE FORCES:
No Party shall be considered to be in breach of this Agreement or
any applicable Confirmation Agreement to the extent that a failure to
perform its obligations under this Agreement or any such Confirmation
Agreement shall be due to an Uncontrollable Force. The term "Uncontrollable
Force" means an event or circumstance which prevents one Party from
performing its obligations under one or more transactions, which event or
circumstance is not within the reasonable control of, or the result of the
negligence of the claiming Party, and which by the exercise of due
diligence, the claiming Party is unable to avoid, cause to be avoided, or
overcome. So long as the requirements of the preceding sentence are met,
"Uncontrollable Forces" may include and are not restricted to flood,
drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil
disturbance or disobedience, labor dispute, labor or material shortage,
sabotage, restraint by court order or public authority, and action or
nonaction by, or failure to obtain the necessary authorizations or
approvals from, any governmental agency or authority.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool Original Sheet No. 22A
Rate Schedule FERC No. 6
The following shall not be considered "Uncontrollable Forces": (i) the
price of electricity faced by Seller; or (ii) Purchaser's inability due to
price to use or resell the power purchased hereunder. No Party shall,
however, be relieved of liability for failure of performance to the extent
that such failure is due to causes arising out of its own negligence or due
to removable or remediable causes which it fails to remove or remedy within
a reasonable time period. Nothing contained herein shall be construed to
require a
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2001
Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool First Revised Sheet No. 23
Rate Schedule FERC No. 6 Superseding Original Sheet No. 23
Party to settle any strike or labor dispute in which it may be involved.
Any Party rendered unable to fulfill any of its obligations by reason of an
Uncontrollable Force shall give prompt notice of such fact and shall
exercise due diligence, as provided above, to remove such inability within
a reasonable time period. If oral notice is provided, it shall be promptly
followed by written notice.
Notwithstanding the "due diligence" obligations or obligations to
remove or remedy the causes set forth in the foregoing paragraph (which do
not apply to this paragraph except as specified below), where the entity
providing transmission services for transactions under any Service Schedule
interrupts such transmission service, the interruption in transmission
service shall be considered an Uncontrollable Force under this Section 10
only in the following two sets of circumstances:
(1) An interruption in transmission service shall be considered an
Uncontrollable Force if (a) the Parties agreed on a transmission path
for that transaction at the time the transaction under this Agreement
was entered into by the Parties' thereto, (b) firm transmission
involving that transmission path was obtained pursuant to a
transmission tariff or contract to effectuate the transaction under
the applicable Service Schedule, and (c) the entity providing
transmission service curtailed or interrupted such firm transmission
pursuant to the applicable transmission tariff or contract;
(2) if the Parties did not agree on the transmission path for a
transaction at the time the transaction was entered into, an
interruption in transmission service shall be
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 24
Rate Schedule FERC No. 6
considered an Uncontrollable Force only if (a) the Party contracting
for transmission services shall have made arrangements with the entity
providing transmission service for firm transmission to effectuate the
transaction under the applicable Service Schedule, (b) the entity
providing transmission service curtailed or interrupted such
transmission service due to an event of Uncontrollable Forces or
provision of like effect, and (c) the Party which contracted for such
firm transmission services could not obtain alternate energy at the
delivery point, alternate transmission services, or alternate means of
delivering energy after exercising due diligence.
No Party shall be relieved by operation of this Section 10 of any
liability to pay for power delivered to the Purchaser or to make payments
then due or which the Party is obligated to make with respect to
performance which occurred prior to the Uncontrollable Force.
11. WAIVERS:
Any waiver at any time by any Party of its rights with respect to a
default under this Agreement or any Confirmation Agreements, or any other
matter under this Agreement, shall not be deemed a waiver with respect to
any subsequent default of the same or any other matter.
12. NOTICES:
12.1 Except for the oral notice provided for in Section 10 of this
Agreement, any formal notice, demand or request provided for in this
Agreement shall be in
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool First Revised Sheet No. 25
Rate Schedule FERC No. 6 Superseding Original Sheet No. 25
writing and shall be deemed properly served, given or made if
delivered in person, or sent by either registered or certified mail
(postage prepaid), prepaid telegram, fax, overnight delivery (with
record of receipt), or other means agreed to by the Parties.
12.2 RESERVED
12.3 Notices and requests of a routine nature applicable to delivery or
receipt of power or energy or operation of facilities shall be given
in such manner as the committees from time to time or the Parties to
a transaction shall prescribe.
13. APPROVALS:
13.1 This Agreement is subject to valid laws, orders, rules and
regulations of duly constituted authorities having jurisdiction.
Nothing contained in this Agreement shall give FERC jurisdiction
over those Parties not otherwise subject to such jurisdiction or be
construed as a grant of jurisdiction over any Party by any state or
federal agency not otherwise having jurisdiction by law.
13.2 This Agreement, including any Service Schedule hereto, shall become
effective as to any Party when it is accepted for filing by FERC,
without changes or conditions unacceptable to such Party, for
application to the Parties subject to FERC jurisdiction under the
Federal Power Act; provided, however, that nothing in this Agreement
is intended to restrict the authority of the Bonneville Power
Administration (BPA) pursuant to applicable statutory authority to
use its existing
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool Original Sheet No. 25A
Rate Schedule FERC No. 6
wholesale power and transmission rates or to adopt new rates, rate
schedules, or general rate schedule provisions for application under
this Agreement and obtain
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool Original Sheet No. 26
Rate Schedule FERC No. 6
interim or final approval of those rates from FERC pursuant to
Section 7 of the Pacific Northwest Electric Power Planning and
Conservation Act, 16 U.S.C. Sec. 839e, provided such rates do not
exceed the maximum rates in the applicable Service Schedule and are
consistent with the terms and conditions of said Service Schedule.
If, upon filing of this Agreement by Parties subject to FERC
jurisdiction under the Federal Power Act, FERC orders a hearing to
determine whether this Agreement or a Service Schedule under this
Agreement is just and reasonable under the Federal Power Act, the
Agreement or Service Schedule shall not become effective until the
date when an order issued by FERC, determining this Agreement or the
Service Schedule to be just and reasonable without changes or new
conditions unacceptable to the Parties, is no longer subject to
judicial review. Any changes or conditions imposed by any agency or
court, including FERC ordering a hearing, shall be cause for
immediate withdrawal by any nonconsenting Party.
13.3 The Parties subject to FERC jurisdiction under the Federal Power Act
shall have the right to terminate their participation in this
Agreement, and any rate schedule or services included herein,
pursuant to the terms of Section 5 of this Agreement and without the
necessity of further filing with or approval by FERC.
13.4 Any amendment or change in maximum rates specified in the Service
Schedules shall not become effective with regard to any Party that
is subject to FERC jurisdiction under the Federal Power Act until it
is accepted for filing or
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool First Revised Sheet No. 27
Rate Schedule FERC No. 6 Superseding Original Sheet No. 27
confirmed and approved by FERC as specified in and subject to the
conditions of Section 13.2.
13.5 Nothing contained in this Agreement shall be construed to establish
any precedent for any other agreement or to grant any rights to or
impose any obligations on any Party beyond the scope and term of
this Agreement.
14. TRANSFER OF INTEREST IN AGREEMENT:
No Party shall voluntarily transfer its membership under this
Agreement without the written consent and approval of all other Parties
except to a Successor in Operation of such Party. With regard to the
transfer of the rights and obligations of any Party associated with
transactions under the Service Schedules, neither Party may assign such
rights or obligations unless (a) the other Party provides its prior written
consent which shall not be unreasonably withheld; or (b) the assignment is
to a Successor in Operation which provides reasonable creditworthiness
assurances (see Section 27 for examples of such assurances) if required by
the non-assigning Party based upon its reasonably exercised discretion. Any
successor or assignee of the rights of any Party, whether by voluntary
transfer, judicial or foreclosure sale or otherwise, shall be subject to
all the provisions and conditions of this Agreement and Confirmation
Agreements (where applicable) to the same extent as though such successor
or assignee were the original Party under this Agreement or the
Confirmation Agreements, and no assignment or transfer of any rights under
this Agreement or any Confirmation
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool Original Sheet No. 27A
Rate Schedule FERC No. 6
Agreement shall be effective unless and until the assignee or transferee
agrees in writing to assume all of the obligations of the assignor or
transferor and to be bound by all of the provisions and
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool First Revised Sheet No. 28
Rate Schedule FERC No. 6 Superseding Original Sheet No. 28
conditions of this Agreement and any Confirmation Agreement (where
applicable). The execution of a mortgage or trust deed or a judicial or
foreclosure sale made thereunder shall not be deemed a voluntary transfer
within the meaning of this Section 14.
15. SEVERABILITY:
In the event that any of the terms, covenants or conditions of this
Agreement or any Confirmation Agreement, or the application of any such
term, covenant or condition, shall be held invalid as to any person or
circumstance by any court, regulatory agency, or other regulatory body
having jurisdiction, all other terms, covenants or conditions of this
Agreement and the Confirmation Agreement and their application shall not be
affected thereby, but shall remain in force and effect unless a court,
regulatory agency, or other regulatory body holds that the provisions are
not separable from all other provisions of this Agreement or such
Confirmation Agreement.
16. MEMBERSHIP:
16.1 Any Electric Utility, Retail Entity or Qualifying Facility may
become a Party to this Agreement. The Executive Committee shall
notify such Electric Utility, Retail Entity or Qualifying Facility
of its decision within sixty (60) days of a request to become a
Party to this Agreement, and any acceptable entity shall become a
Party hereto by the execution of this Agreement or a counterpart
hereof, payment of costs pursuant to Section 16.4, and concluding
any necessary acceptance or approval referred to in Section 13. Any
such Party, if it is subject to the ratemaking jurisdiction of FERC,
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2001
Western Systems Power Pool
Issued on: May 2, 2001
Western Systems Power Pool First Revised Sheet No. 29
Rate Schedule FERC No. 6 Superseding Original Sheet No. 29
shall be responsible for any FERC filing necessary for it to
implement its performance under this Agreement.
16.2 Each Party shall continue to meet the requirements of Section 16.1
in order to remain a Party to this Agreement
16.3 Being a Party to this Agreement shall not serve as a substitute for
contractual arrangements that may be needed between any Party which
operates a Control Area and any other Party which operates within
that Control Area.
16.4 Any entity that becomes a Party to this Agreement which was not a
party to the experimental Western Systems Power Pool Agreement shall
pay a one time fee of $25,000 under this Agreement in recognition of
prior efforts and costs incurred by the parties to the experimental
Western Systems Power Pool Agreement, which efforts greatly
facilitated development of this Agreement. Such fee shall be
credited to future costs of the WSPP incurred hereunder.
16.5 In addition to requirements set forth elsewhere in this Agreement
imposed on Parties as part of their membership in the WSPP, each
Party shall abide by the following requirements:
16.5.1 Each Party shall maintain updated information regarding its
Executive Committee and Operating Committee representatives
on the WSPP Homepage and shall submit changes within a
reasonable time period.
16.5.2 With regard to disputes involving transactions under this
Agreement or other agreements, no Party shall seek to conduct
discovery of the WSPP or
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool Original Sheet No. 29A
Rate Schedule FERC No. 6
compel the testimony of WSPP officers acting in their
capacities as officers of the WSPP or of the WSPP's attorneys
or consultants with regard to their work for the WSPP,
provided that the foregoing prohibition shall not apply in
proceedings brought against the WSPP. In the event a Party
seeks to compel discovery or testimony in violation of this
Section, that Party shall be deemed to have consented to the
quashing of the subpoena or other process providing therefor.
Notwithstanding any other provision in this Agreement, a
Party that seeks to conduct discovery or take testimony in
breach of this provision shall compensate the WSPP and its
officers, attorneys, and consultants, as applicable, for all
out-of-pocket costs incurred.
17. RELATIONSHIP OF PARTIES:
17.1 Nothing contained herein or in any Confirmation Agreement shall be
construed to create an association, joint venture, trust, or
partnership, or impose a trust or partnership covenant, obligation,
or liability on or with regard to any one or more of the Parties.
Each Party shall be individually responsible for its own covenants,
obligations, and liabilities under this Agreement and under any
applicable Confirmation Agreement.
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool Second Revised Sheet No. 30
Rate Schedule FERC No. 6 Superseding First Revised Sheet No. 30
17.2 All rights of the Parties are several, not joint. No Party shall be
under the control of or shall be deemed to control another Party.
Except as expressly provided in this Agreement, no Party shall have
a right or power to bind another Party without its express written
consent.
18. NO DEDICATION OF FACILITIES:
Any undertaking by one Party to another Party under any provision of
this Agreement shall not constitute the dedication of the electric system
or any portion thereof of the undertaking Party to the public or to the
other Party, and it is understood and agreed that any such undertaking
under any provision of this Agreement by a Party shall cease upon the
termination of such Party's obligations under this Agreement.
19. NO RETAIL SERVICES:
Nothing contained in this Agreement shall grant any rights to or
obligate any Party to provide any services hereunder directly to or for
retail customers of any Party.
20. THIRD PARTY BENEFICIARIES:
This Agreement shall not be construed to create rights, in, or to
grant remedies to, any third party as a beneficiary of this Agreement or of
any duty, obligation or undertaking established herein except as provided
for in Section 14.
21. LIABILITY AND DAMAGES:
21.1a This Agreement contains express remedies or measures of damages in
Sections 21.3 and 22 for non-performance or default.
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool First Revised Sheet No. 30A
Rate Schedule FERC No. 6 Superseding Original Sheet No. 30A
ALL OTHER DAMAGES OR REMEDIES ARE HEREBY WAIVED.
Therefore, except as provided in Sections 21.3 and 22, no Party or
its directors, members of its governing bodies, officers or
employees shall be liable to any other Party or Parties for any loss
or damage to property, loss of earnings, or revenues, personal
injury, or any other direct, indirect, or consequential damages or
injury, or punitive damages, which may occur or result from the
performance or non-performance of this Agreement (including any
applicable Confirmation Agreement), including any negligence arising
hereunder. Any liability or damages faced by an officer or employee
of a Federal agency or by that agency that would result from the
operation of this provision shall not be inconsistent with Federal
law.
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool First Revised Sheet No. 31
Rate Schedule FERC No. 6 Superseding Original Sheet No. 31
21.2 Notwithstanding any other provision in this Agreement, any Party due
monies under this Agreement, the amounts of which are not in dispute
or if disputed have been the subject of a decision awarding such
amounts, (i) shall have the right to seek payment of such monies in
any forum having competent jurisdiction and (ii) shall possess the
right to seek relief directly from that forum without first
utilizing the mediation or arbitration provisions of this Agreement
and without exercising termination and liquidation rights under
Section 22.
21.3 The following damages provision shall apply to transactions under
Service Schedules B and C. For transactions under Service Schedule
A, this damages provision or some other damages provision will apply
only if such a damages provision is agreed to through a Confirmation
Agreement. The damages under this Section 21.3 apply to a Party's
failure to deliver or receive electric power or energy in violation
of the terms of the Agreement and any Confirmation Agreement. The
Contract Quantity and Contract Price referred to in this Section
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2003
Western Systems Power Pool
Issued on: December 3, 2002
Western Systems Power Pool Original Sheet No. 31A
Rate Schedule FERC No. 6
21.3 are part of the agreement between the Parties for which damages
are being calculated under this Section.
(a) If either Party fails to deliver or receive, as the case may
be, the quantities of electric power or energy due under the
Agreement and any Confirmation Agreement (thereby becoming a
"Non-Performing Party" for the purposes of this Section 21.3),
the other party (the "Performing
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2003
Western Systems Power Pool
Issued on: December 3, 2002
Western Systems Power Pool Original Sheet No. 32
Rate Schedule FERC No. 6
Party") shall be entitled to receive from the Non-Performing
Party an amount calculated as follows (unless performance is
excused by Uncontrollable Forces as provided in Section 10, the
applicable Service Schedule, or by the Performing Party):
(1) If the amount the Purchaser scheduled or received in any
hour is less than the applicable hourly Contract Quantity,
then the Purchaser shall be liable for (a) the product of
the amount (whether positive or negative), if any, by
which the Contract Price differed from the Sales Price
(Contract Price - Sales Price) and the amount by which the
quantity received by the Purchaser was less than the
hourly Contract Quantity; plus (b) the amount of
transmission charge(s), if any, for firm transmission
service upstream of the delivery point, which the Seller
incurred to achieve the Sales Price, less the reduction,
if any, in transmission charge(s) achieved as a result of
the reduction in the Purchaser's schedule or receipt of
electric energy (based on Seller's reasonable commercial
efforts to achieve such reduction). If the total amounts
for all hours calculated under this paragraph (1) are
negative, then neither the Purchaser nor the Seller shall
pay any amount under this Section 21.3(a)(1).
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool First Revised Sheet No. 33
Rate Schedule FERC No. 6 Superseding Original Sheet No. 33
(2) If the amount the Seller scheduled or delivered in any
hour is less than the applicable hourly Contract Quantity,
then the Seller shall be liable for (a) the product of the
amount (whether positive or negative), if any, by which
the Replacement Price differed from the Contract Price
(Replacement Price - Contract Price) and the amount by
which the quantity delivered by the Seller was less than
the hourly Contract Quantity; plus (b) the amount of
transmission charge(s), if any, for firm transmission
service downstream of the delivery point, which the
Purchaser incurred to achieve the Replacement Price, less
the reduction, if any, in transmission charge(s) achieved
as a result of the reduction in the Seller's schedule or
delivery (based on Purchaser's reasonable commercial
effort to achieve such reduction). If the total amounts
for all hours calculated under this paragraph (2) are
negative, then neither the Purchaser nor the Seller shall
pay any amount under this Section 21.3(a)(2).
(3) The Non-Performing Party also shall reimburse the
Performing Party for any charges imposed on the Performing
Party under open access transmission tariffs due to the
non-performance.
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2003
Western Systems Power Pool
Issued on: December 3, 2002
Western Systems Power Pool First Revised Sheet No. 33A
Rate Schedule FERC No. 6 Superseding Original Sheet No. 33A
(4) The Non-Performing Party shall pay any amount due from it
under this section within the billing period as specified
in Section 9 of this Agreement or agreed to in the
applicable Confirmation Agreement if the Parties agreed to
revise the billing period in Section 9.
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2003
Western Systems Power Pool
Issued on: December 3, 2002
Western Systems Power Pool Original Sheet No. 34
Rate Schedule FERC No. 6
(b) The Parties agree that the amounts recoverable under this
Section 21.3 are a reasonable estimate of loss and not a
penalty, and represent the sole and exclusive remedy for the
Performing Party. Such amounts are payable for the loss of
bargain and the loss of protection against future risks.
(c) Each Party agrees that it has a duty to mitigate damages in a
commercially reasonable manner to minimize any damages it may
incur as a result of the other Party's performance or
non-performance of this Agreement.
(d) In the event the Non-Performing Party disputes the calculation
of the damages under this Section 21.3, the Non-Performing
Party shall pay the full amount of the damages as required by
Section 9 of this Agreement to the Performing Party. After
informal dispute resolution as required by Section 34.1, any
remaining dispute involving the calculation of the damages
shall be referred to binding dispute resolution as provided by
Section 34.2 of this Agreement. If resolution or agreement
results in refunds or the need for refunds to the
Non-Performing Party, such refunds shall be calculated in
accordance with Section 9.4 of this Agreement.
22. DEFAULT OF TRANSACTIONS UNDER THIS AGREEMENT AND CONFIRMATION AGREEMENTS:
22.1 EVENTS OF DEFAULT
An "Event of Default" shall mean with respect to a Party
("Defaulting Party"):
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool First Revised Sheet No. 35
Rate Schedule FERC No. 6 Superseding Original Sheet No. 35
(a) the failure by the Defaulting Party to make, when due, any
payment required pursuant to this Agreement or Confirmation
Agreement if such failure is not remedied within two (2)
Business Days after written notice of such failure is given to
the Defaulting Party by the other Party ("the Non-Defaulting
Party"). The Non-Defaulting Party shall provide the notice by
facsimile to the designated contact person for the Defaulting
Party and also shall send the notice by overnight delivery to
such contact person; or
(b) the failure by the Defaulting Party to provide clear and good
title as required by Section 33.3, or to have made accurate
representations and warranties as required by Section 37 and
such failure is not cured within five (5) Business Days after
written notice thereof to the Defaulting Party; or
(c) The institution, with respect to the Defaulting Party, by the
Defaulting Party or by another person or entity of a
bankruptcy, reorganization, moratorium, liquidation or similar
insolvency proceeding or other relief under any bankruptcy or
insolvency law affecting creditor's rights or a petition is
presented or instituted for its winding-up or liquidation; or
(d) The failure by the Defaulting Party to provide adequate
assurances of its ability to perform all of its outstanding
material obligations to the Non-Defaulting Party under the
Agreement or Confirmation Agreement
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2001
Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Second Revised Sheet No. 36
Rate Schedule FERC No. 6 Superseding First Revised Sheet No. 36
pursuant to Section 27 of this Agreement or any substitute or
modified provision in the Confirmation Agreement.
(e) With respect to its Guarantor, if any:
(i) if a material representation or warranty made by a
Guarantor in connection with this Agreement, or any
transaction entered into hereunder, is false or
misleading in any material respect when made or when
deemed made or repeated; or
(ii) the failure of a Guarantor to make any payment required
or to perform any other material covenant or obligation
in any guarantee made in connection with this Agreement,
including any transaction entered into hereunder, and
such failure shall not be remedied within three (3)
Business Days after written notice; or
(iii) the institution, with respect to the Guarantor, by the
Guarantor or by another person or entity of a bankruptcy,
reorganization, moratorium, liquidation or similar
insolvency proceeding or other relief under any
bankruptcy or insolvency law affecting creditor's rights
or a petition is presented or instituted for its
winding-up or liquidation; or
(iv) the failure, without written consent of the other Party,
of a Guarantor's guarantee to be in full force and effect
for purposes of this Agreement (other than in accordance
with its terms) prior to
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool Second Revised Sheet No. 36A
Rate Schedule FERC No. 6 Superseding First Revised Sheet No. 36A
the satisfaction of all obligations of such Party under
each transaction to which such guarantee shall relate; or
(v) a Guarantor shall repudiate, disaffirm, disclaim, or
reject, in whole or in part, or challenge the validity
of, any guarantee.
22.2 REMEDIES FOR EVENTS OF DEFAULT
If an Event of Default occurs, the Non-Defaulting Party shall
possess the right to terminate all transactions between the Parties
under this Agreement upon written notice (by facsimile or other
reasonable means) to the Defaulting Party, such notice of
termination to be effective immediately upon receipt. If the
Non-Defaulting Party fails to exercise this right of termination
within thirty (30) days following the time when the Event of Default
becomes known (or more than thirty days if the Non-Defaulting and
Defaulting Parties agree to an extension), then such right of
termination shall no longer be available to the Non-Defaulting Party
as a remedy for the Event(s) of Default; provided, however, this
thirty day requirement for exercising termination rights shall not
apply to defaults pursuant to Sections 22.1(c) and 22.1(e)(iii). The
Non-Defaulting Party terminating transaction(s) under this Section
22.2 may do so without making a filing at FERC.
Upon termination, the Non-Defaulting Party shall liquidate all
transactions as soon as practicable, provided that in no event will
the Non-Defaulting Party be allowed to liquidate Service Schedule A
transactions. The payment associated with termination ("Termination
Payment") shall be calculated in accordance with
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2003
Western Systems Power Pool
Issued on: December 3, 2002
Western Systems Power Pool First Revised Sheet No. 36B
Rate Schedule FERC No. 6 Superseding Original Sheet No. 36B
this Section 22.2 and Section 22.3. The Termination Payment shall be
the sole and exclusive remedy for the Non-Defaulting Party for each
terminated transaction ("Terminated Transaction") for the time
period beginning at the time notice of termination under this
Section 22 is received. Prior to receipt
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2003
Western Systems Power Pool
Issued on: December 3, 2002
Western Systems Power Pool Original Sheet No. 37
Rate Schedule FERC No. 6
of such notice of termination by the Defaulting Party, the
Non-Defaulting Party may exercise any remedies available to it under
Section 21.3 of this Agreement or Confirmation Agreement(s), and any
other remedies available to it at law or otherwise.
Upon termination, the Non-Defaulting Party may withhold any
payments it owes the Defaulting Party for any obligations incurred
prior to termination under this Agreement or Confirmation
Agreement(s) until the Defaulting Party pays the Termination Payment
to the Non-Defaulting Party. The Non-Defaulting Party shall possess
the right to set-off the amount due it under this Section 22 by any
such payments due the Defaulting Party as provided in Section
22.3(d).
22.3 LIQUIDATION CALCULATION OPTIONS
The Non-Defaulting Party shall calculate the Termination
Payment as follows:
(a) The Gains and Losses shall be determined by comparing the value
of the remaining term, transaction quantities, and transaction
prices under each Terminated Transaction had it not been
terminated to the equivalent quantities and relevant market
prices for the remaining term either quoted by a bona fide
third-party offer or which are reasonably expected to be
available in the market under a replacement contract for each
Terminated Transaction. To ascertain the market prices of a
replacement contract, the Non-Defaulting Party may consider,
among other valuations, quotations
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool First Revised Sheet No. 38
Rate Schedule FERC No. 6 Superseding Original Sheet No. 38
from Dealers in energy contracts, any or all of the settlement
prices of the NYMEX power futures contracts (or NYMEX power
options contracts in the case of Physically-Settled Options)
and other bona fide third party offers, all adjusted for the
length of the remaining term and differences in transmission.
It is expressly agreed that the Non-Defaulting Party shall not
be required to enter into replacement transactions in order to
determine the Termination Payment.
(b) The Gains and Losses calculated under paragraph (a) shall be
discounted to present value using the Present Value Rate as of
the time of termination (to take account to the period between
the time notice of termination was effective and when such
amount would have otherwise been due pursuant to the relevant
transaction). The "Present Value Rate" shall mean the sum of
0.50% plus the yield reported on page "USD" of the Bloomberg
Financial Markets Services Screen (or, if not available, any
other nationally recognized trading screen reporting on-line
intraday trading in United States government securities) at
11:00 a.m. (New York City, New York time) for the United States
government securities having a maturity that matches the
average remaining term of the Terminated Transactions; and
(c) The Non-Defaulting Party shall set off or aggregate, as
appropriate, the Gains and Losses (as calculated in Section
22.3(a)) and Costs and notify
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool First Revised Sheet No. 39
Rate Schedule FERC No. 6 Superseding Original Sheet No. 39
the Defaulting Party. If the Non-Defaulting Party's aggregate
Losses and Costs exceed its aggregate Gains, the Defaulting
Party shall, within three (3) Business Days of receipt of such
notice, pay the Termination Payment to the Non-Defaulting
Party, which amount shall bear interest at the Present Value
rate from the time notice of termination was received until
paid. If the Non-Defaulting Party's aggregate Gains exceed its
aggregate Losses and Costs, the Non-Defaulting Party, after any
set-off as provided in paragraph (d), shall pay the remaining
amount to the Defaulting Party within three (3) Business Days
of the date notice of termination was received including
interest at the Present Value from the time notice of
termination was received until the Defaulting Party receives
payment.
(d) The Non-Defaulting Party shall aggregate or set off, as
appropriate, at its election, any or all other amounts owing
between the Parties (discounted at the Present Value Rate)
under this Agreement and any Confirmation Agreements against
the Termination Payment so that all such amounts are aggregated
and/or netted to a single liquidated amount. The net amount due
from any such liquidation shall be paid within three (3)
Business Days following the date notice of termination is
received.
(e) (i) If the Non-Defaulting Party owes the Defaulting Party
monies under this Section 22.3, then notwithstanding the
three Business Day payment requirement detailed above,
the Non-Defaulting
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2003
Western Systems Power Pool
Issued on: December 3, 2002
Western Systems Power Pool First Revised Sheet No. 39A
Rate Schedule FERC No. 6 Superseding Original Sheet No. 39A
Party may elect to pay the Defaulting Party the monies
owed under this Section 22.3 over the remaining life of
the contract(s) being terminated. The Non-Defaulting
Party may make this election by providing written notice
to the Defaulting Party within three Business Days of the
notice being provided to terminate and liquidate under
this Section 22.3. The Non-Defaulting Party shall provide
the Defaulting Party with the details on the method for
recovering the monies owed over the remaining life of the
contract(s). That method shall ensure that the Defaulting
Party receives a payment each month through the end of
the term of each contract which allows it to receive the
monies which would have been due it under Sections
22.3(c) and (d) in total (to be recovered over the term
of the contract(s) to replicate as closely as possible
the payment streams under such contract(s)) provided that
the discounting using the Present Value Rate referenced
in Section 22.3 (b) shall not be reflected in determining
the amounts to be recovered under this provision. Any
disputes as to the methodology shall be resolved pursuant
to the dispute resolution procedures in Section 34, with
binding arbitration pursuant to Section 34.2 required for
disputes as to the methodology if mediation is
unsuccessful.
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2003
Western Systems Power Pool
Issued on: December 3, 2002
Western Systems Power Pool First Revised Sheet No. 39B
Rate Schedule FERC No. 6 Superseding Original Sheet No. 39B
(ii) This Section 22.3(e) and the rights and obligations under
it shall survive termination of any applicable
transactions or agreements.
(iii) The Party owed monies under this Section 22.3(e) shall
have the right to request credit assurances consistent
with Section 27 even after termination of any contract or
transaction.
(iv) If the Party owing money defaults on its payment
obligations consistent with Section 22.1(a) or defaults
with regard to providing credit assurances consistent
with Section 22.1(d), then the other Party shall have the
right (by written notice) at any time after the Party
owing money defaults to require that Party to pay all
monies owed under all of the contracts subject to this
Section 22.3(e) within three Business Days of receipt of
the written notice. The monies to be paid under this
accelerated payment provision shall be the remaining
amounts to be paid under the contract(s) reflecting a
discount using the Present Value Rate from the date of
the written notice.
If the Defaulting Party disagrees with the calculation of the
Termination Payment and the Parties cannot otherwise resolve their
differences, the calculation issue shall be submitted to informal
dispute resolution as provided in Section 34.1
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2003
Western Systems Power Pool
Issued on: December 3, 2002
Western Systems Power Pool First Revised Sheet No. 40
Rate Schedule FERC No. 6 Superseding Original Sheet No. 40
of this Agreement and thereafter binding dispute resolution pursuant
to Section 34.2 if the informal dispute resolution does not succeed
in resolving the dispute. Pending resolution of the dispute, the
Defaulting Party shall pay the full amount of the Termination
Payment calculated by the Non-Defaulting Party within three (3)
Business Days of receipt of notice as set forth in Sections 22.3(c)
and (d) subject to the Non-Defaulting Party refunding, with
interest, pursuant to Section 9.4, any amounts determined to have
been overpaid.
For purposes of this Section 22.3:
(i) "Gains" means the economic benefit (exclusive of Costs), if
any, resulting from the termination of the Terminated
Transactions, determined in a commercially reasonable manner
as calculated in accordance with this Section 22.3;
(ii) "Losses" means the economic loss (exclusive of Costs), if any,
resulting from the termination of the Terminated Transactions,
determined in a commercially reasonable manner as calculated
in accordance with this Section 22.3;
(iii) "Costs" means brokerage fees, commissions and other similar
transaction costs and expenses reasonably incurred in
terminating any specifically related arrangements which
replace a Terminated Transaction, transmission and ancillary
service costs associated with Terminated Transactions, and
reasonable attorneys' fees, if any, incurred in connection
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool Original Sheet No. 41
Rate Schedule FERC No. 6
with the Non-Defaulting Party enforcing its rights with regard
to the Terminated Transactions. The Non-Defaulting Party shall
use reasonable efforts to mitigate or eliminate these Costs.
(iv) In no event, however, shall a Party's Gains, Losses or Costs
include any penalties or similar charges imposed by the
Non-Defaulting Party.
22A. DEFAULT IN PAYMENT OF WSPP OPERATING COSTS:
22A.1 A Party shall be deemed to be in default in payment of its
share of WSPP operating costs pursuant to Section 7 of this
Agreement, if any, when payment is not received within ten
(10) days after receipt of written notice. A default by any
Party in such payment obligations shall be cured by payment
of all overdue amounts together with interest accrued at the
rate of one percent (1%) per month, or the maximum interest
rate permitted by law, if any, whichever is less, prorated by
days from the due date to the date the payment curing the
default is made unless and until the Executive Committee
shall determine another rate.
22A.2 A defaulting Party, which is in default under Section 22.A1,
shall be liable for all costs, including costs of collection
and reasonable attorney fees, plus interest as provided in
Section 22.A1 hereof.
22A.3 The rights under this Agreement of a Party which is in
default of its obligation to pay operating costs under this
Agreement for a period of three (3) months or more may be
revoked by a vote of the non-defaulting
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 42
Rate Schedule FERC No. 6
Parties' representatives on the Executive Committee
consistent with Section 8.3. The defaulting Party's rights
shall not be revoked, however, unless said Party has received
at least thirty (30) days written notice of the
non-defaulting Parties' intent to revoke such rights. Said
notice shall state the date on which the revocation of rights
shall become effective if the default is not cured and shall
state all actions which must be taken or amounts which must
be paid to cure the default. This provision allowing the
non-defaulting Parties to revoke such rights is in addition
to any other remedies provided in this Agreement or at law
and shall in no way limit the non-defaulting Parties' ability
to seek judicial enforcement of the defaulting Party's
obligations to pay its share of the operating costs under
this Agreement. Upon the effective date of such revocation of
rights, the defaulting party shall not be allowed to enter
into any new transactions under this Agreement. The
defaulting party under the Agreement or any Confirmation
Agreements shall be required to carry out all obligations
that existed prior to the effective date of such revocation.
If a defaulting Party's rights under this Agreement have been
revoked, the Executive Committee may restore that Party's
rights upon the defaulting Party paying all amounts due and
owing under this Agreement.
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 42A
Rate Schedule FERC No. 6
22A.4 Upon revocation of the rights of a defaulting Party under
this Agreement, costs of the WSPP hereunder shall be equally
shared among the
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool First Revised Sheet No. 43
Rate Schedule FERC No. 6 Superseding Original Sheet No. 43
remaining Parties. Cost allocation adjustments shall be
retroactive to the date of the default.
23. OTHER AGREEMENTS:
No provision of this Agreement shall preclude any Party from entering
into other agreements or conducting transactions under existing agreements
with other Parties or third parties. This Agreement shall not be deemed to
modify or change any rights or obligations under any prior contracts or
agreements between or among any of the Parties.
24. GOVERNING LAW:
This Agreement and any Confirmation Agreement shall be governed by and
construed in accordance with the laws of the State of Utah, without regard
to the conflicts of laws rules thereof. The foregoing notwithstanding, (1)
if both the Seller and Purchaser are organized under the laws of Canada,
then the laws of the province of the Seller shall govern, or (2) if the
Seller or Purchaser is an agency of or part of the United States
Government, then the laws of the United States of America shall govern.
25. JUDGMENTS AND DETERMINATIONS:
Whenever it is provided in this Agreement that a Party shall be the
sole judge of whether, to what extent, or under what conditions it will
provide a given service, its exercise of its judgment shall be final and
not subject to challenge. Whenever it is provided that (i) a service under
a given transaction may be curtailed under certain conditions or
circumstances, the existence of which are determined by or in the judgment
of a Party, or (ii) the existence of qualifications for membership shall be
determined by
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool First Revised Sheet No. 44
Rate Schedule FERC No. 6 Superseding Original Sheet No. 44
the Executive Committee pursuant to Section 16, that Party's or the
Executive Committee's determination or exercise of judgment shall be final
and not subject to challenge if it is made in good faith and not made
arbitrarily or capriciously.
26. COMPLETE AGREEMENT:
This Agreement and any subsequent amendments, including the Service
Schedules and Exhibits incorporated herein, and any Confirmation Agreement,
shall constitute the full and complete agreement of the Parties with
respect to the subject matter hereof, and all prior or contemporaneous
representations, statements, negotiations, understandings and inducements
are fully merged and incorporated in this Agreement.
27. CREDITWORTHINESS:
Should a Party's creditworthiness, financial responsibility, or
performance viability become unsatisfactory to the other Party in such
other Party's reasonably exercised discretion with regard to any
transaction pursuant to this Agreement or any Confirmation Agreement, the
dissatisfied Party (the "First Party") may require the other Party (the
"Second Party") to provide, at the Second Party's option (but subject to
the First Party's acceptance based upon reasonably exercised discretion),
either (1) the posting of a Letter of Credit, (2) a cash prepayment, (3)
the posting of other acceptable collateral or security by the Second Party,
(4) a Guarantee Agreement executed by a creditworthy entity; or (5) some
other mutually agreeable method of satisfying the First Party. The Second
Party's obligations under this Section 27 shall be limited to a reasonable
estimate of the damages to the First Party
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool First Revised Sheet No. 45
Rate Schedule FERC No. 6 Superseding Original Sheet No. 45
(consistent with Section 22.3 of this Agreement) if the Second Party were
to fail to perform its obligations. Events which may trigger the First
Party questioning the Second Party's creditworthiness, financial
responsibility, or performance viability include, but are not limited to,
the following:
(1) The First Party has knowledge that the Second Party (or its Guarantor
if applicable) are failing to perform or defaulting under other
contracts.
(2) The Second Party has exceeded any credit or trading limit set out in
the Confirmation Agreement or other agreement between the Parties.
(3) The Second Party or its Guarantor has debt which is rated as
investment grade and that debt falls below the investment grade rating
by at least one rating agency or is below investment grade and the
rating of that debt is downgraded further by at least one rating
agency.
(4) Other material adverse changes in the Second Party's financial
condition occur.
(5) Substantial changes in market prices which materially and adversely
impact the Second Party's ability to perform under this Agreement or
any Confirmation Agreement occur.
If the Second Party fails to provide such reasonably satisfactory
assurances of its ability to perform a transaction hereunder within three
(3) Business Days of demand therefore, that will be considered an Event of
Default under Section 22 of this Agreement and the First Party shall have
the right to exercise any of the remedies provided for under
Issued by: Michael E. Small, General Counsel to Effective: October 1, 2003
Western Systems Power Pool
Issued on: August 1, 2003
Western Systems Power Pool First Revised Sheet No. 46
Rate Schedule FERC No. 6 Superseding Original Sheet No. 46
that Section 22. Nothing contained in this Section 27 shall affect any
credit agreement or arrangement, if any, between the Parties.
28. NETTING:
28.1 If the Purchaser and the Seller are each required to pay an amount
to each other in the same calendar month for transactions under this
Agreement, then such amounts with respect to each Party may be
aggregated and the Parties may discharge their obligations to pay
through netting of the respective amounts due, in which case the
Party, if any, owing the greater aggregate amount may pay to the
other Party the difference between the amounts owed. Each Party
reserves to itself all rights, set-offs, counterclaims, and other
remedies and defenses (to the extent not expressly herein waived or
denied) which such Party has or may be entitled to arising from or
out of this Agreement and any applicable Confirmation Agreements.
28.2 Parties shall net payments (associated with transactions under this
Agreement and Confirmation Agreement) in accordance with Exhibit A,
if such Parties have executed the form attached as Exhibit A. The
Parties obligation to net shall include the netting of all payments
received by the Parties in the same calendar month. Parties that
have executed Exhibit A shall provide a signed copy of
Issued by: Michael E. Small, General Counsel to Effective: March 1, 2002
Western Systems Power Pool
Issued on: December 21, 2001
Western Systems Power Pool First Revised Sheet No. 47
Rate Schedule FERC No. 6 Superseding Original Sheet No. 47
Exhibit A to a representative of the WSPP and to any Party that
requests a copy and indicate on the WSPP Homepage that they have so
executed Exhibit A (once the WSPP Homepage possesses the necessary
capability). If a Party indicated its election to net payments on
the WSPP Homepage and that Party desires to withdraw its agreement
to net, that Party shall provide at least 30 days notice on the WSPP
Homepage of the change in its election to net and also shall
provide, concurrent with its withdrawal notice, written notice to
all Parties with which it has ongoing transactions or with which it
has committed to future transactions under the Agreement at the time
of the notice. Any such changes in netting status shall apply
beginning at least 30 days after notice required by this Section
28.2 is provided and only shall apply to transactions agreed to
beginning on or after the date the change in netting status becomes
effective.
28.3 The Parties may by separate agreement either through a Confirmation
Agreement or some other agreement set out specific terms relating to
the implementation of the netting in addition to or in lieu of
Exhibit A.
Issued by: Michael E. Small, General Counsel to Effective: March 1, 2002
Western Systems Power Pool
Issued on: December 21, 2001
Western Systems Power Pool Original Sheet No. 47A
Rate Schedule FERC No. 6
29. TAXES:
The Contract Price for all transactions under the Service Schedules
shall include full reimbursement for, and the Seller is liable for and
shall pay, or cause to be paid, or reimburse the Purchaser for if the
Purchaser has paid, all taxes applicable to a transaction that arise prior
to the delivery point. If the Purchaser is required to remit such tax, the
amount shall be deducted from any sums due to the Seller. The Seller shall
indemnify,
Issued by: Michael E. Small, General Counsel to Effective: March 1, 2002
Western Systems Power Pool
Issued on: December 21, 2001
Western Systems Power Pool First Revised Sheet No. 48
Rate Schedule FERC No. 6 Superseding Original Sheet No. 48
defend, and hold harmless the Purchaser from any claims for such taxes. The
Contract Price does not include reimbursement for, and the Purchaser is
liable for and shall pay, cause to be paid, or reimburse the Seller for if
the Seller has paid, all taxes applicable to a transaction arising at and
from the delivery point, including any taxes imposed or collected by a
taxing authority with jurisdiction over the Purchaser. The Purchaser shall
indemnify, defend, and hold harmless the Seller from any claims for such
taxes. Either Party, upon written request of the other Party, shall provide
a certificate of exemption or other reasonably satisfactory evidence of
exemption if either Party is exempt from taxes, and shall use reasonable
efforts to obtain and cooperate with the other Party in obtaining any
exemption from or reduction of any tax. Taxes are any amounts imposed by a
taxing authority associated with the transaction.
30. CONFIDENTIALITY:
30.1 The terms of any transaction under this Agreement or any other
information exchanged by the Purchaser and Seller relating to the
transaction shall not be disclosed to any person not employed or
retained by the Purchaser or the Seller or their affiliates, except
to the extent disclosure is (1) required by law, (2) reasonably
deemed by the disclosing Party to be required to be disclosed in
connection with a dispute between or among the Parties, or the
defense of any litigation or dispute, (3) otherwise permitted by
consent of the other Party, which consent shall not be unreasonably
withheld, (4) required to be
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2004
Western Systems Power Pool
Issued on: November 19, 2003
Western Systems Power Pool Original Sheet No. 48A
Rate Schedule FERC No. 6
made in connection with regulatory proceedings (including
proceedings relating to FERC, the United States Securities and
Exchange Commission or any other
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2004
Western Systems Power Pool
Issued on: November 19, 2003
Western Systems Power Pool First Revised Sheet No. 49
Rate Schedule FERC No. 6 Superseding Original Sheet No. 49
federal, state or provincial regulatory agency); (5) required to
comply with North American Electric Reliability Organization,
regional reliability council, or successor organization
requirements; (6) necessary to obtain transmission service; or (7)
to a developer of an index of electric power prices in accordance
with Section 30.2. In the event disclosure is made pursuant to this
provision, the Parties shall use reasonable efforts to minimize the
scope of any disclosure and have the recipients maintain the
confidentiality of any documents or confidential information covered
by this provision, including, if appropriate, seeking a protective
order or similar mechanism in connection with any disclosure. This
provision shall not apply to any information that was or is
hereafter in the public domain (except as a result of a breach of
this provision).
30.2 A Party may disclose the terms of transactions under this Agreement,
excluding the identities of parties, to any developer of any index
of electric power prices without violation of the confidentiality
obligations under Section 30.1 if: (1) the disclosing Party and the
index developer have entered into a written agreement, prior to the
disclosure, under which the developer has agreed to use the
information solely for the development of an index of electric power
prices for publication and not for any other purpose; and (2) the
index with respect to which disclosure is made is an aggregation of
terms of transactions and does not identify terms of single
transactions or the identities of parties to transactions.
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2004
Western Systems Power Pool
Issued on: November 19, 2003
Western Systems Power Pool Original Sheet No. 49A
Rate Schedule FERC No. 6
31. TRANSMISSION TARIFF:
Pursuant to FERC Order No. 888, issued on April 24, 1996, and FERC
orders where applicable, the WSPP Default Transmission Tariff has been
filed and has become effective. The Parties agree to be bound by the terms
of that Tariff for so long as they are Western Systems Power Pool members.
32. TRANSACTION SPECIFIC TERMS AND ORAL AGREEMENTS:
32.1 The Parties' agreement to transaction specific terms which
constitute the Confirmation Agreement shall be made by one of the
following methods: (1) provision of pertinent information through
written Confirmation Agreements (see Exhibit C for a sample); or (2)
oral conversation, provided that such oral conversation is recorded
electronically. By mutual agreement and consistent with and pursuant
to the provisions of this Section 32, the Parties to a transaction
under
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2004
Western Systems Power Pool
Issued on: November 19, 2003
Western Systems Power Pool Third Revised Sheet No. 50
Rate Schedule FERC No. 6 Superseding Second Revised Sheet No. 50
this Agreement may agree to modify any term of this Agreement which
applies to such transaction (but not to provisions regarding the
operation of the WSPP as an organization including Sections 7 and
8), such agreement to be reflected in a Confirmation Agreement.
Written confirmation shall be required for all transactions of one
week or more. Upon request of the Purchaser or at the election of
the Seller, the Seller shall provide written confirmation which must
be received by the Purchaser within five Business Days of the date
of the agreement or request. The Purchaser shall have five Business
Days from date of receipt to respond to the confirmation. If the
Purchaser does not respond within that time period, the Seller's
written confirmation shall be considered as accepted and final
except as provided in Section 32.5. If the Seller fails to provide
any required written confirmation within five Business Days, as
described above, then the Purchaser may submit a written
confirmation to the Seller. The Purchaser shall submit such written
confirmation within five Business Days after the deadline for
submitting a written confirmation applicable to the Seller as set
forth above has expired. If the Seller fails to respond to
Purchaser's confirmation within five Business Days, then the
Purchaser's written confirmation shall be considered as accepted and
final except as provided in Section 32.5. Notwithstanding the
foregoing, any failure of the Seller or the Purchaser to provide
written confirmation of the transaction shall not invalidate any
oral agreement of the Parties except for oral agreements prohibited
by Section 32.5. Nor shall any oral agreement of the Parties be
considered invalidated
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool Second Revised Sheet No. 50A
Rate Schedule FERC No. 6 Superseding First Revised Sheet No. 50A
before and during the time period the confirmation process is
ongoing and no final Confirmation Agreement under these procedures
or through mutual agreement has been reached. For transactions of
less than one week in duration (as agreed in an electronically
recorded conversation) and that commence within one week of that
conversation, a written confirmation will have no effect unless it
is signed by both parties. The foregoing sentence does not apply to
Non-Standard Confirmation Provisions of such a transaction (to which
Section 32.5 applies).
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2004
Western Systems Power Pool
Issued on: November 19, 2003
Western Systems Power Pool Original Sheet No. 51
Rate Schedule FERC No. 6
32.2 The Parties agree not to contest, or assert any defense with respect
to, the validity or enforceability of any agreement to the terms
concerning a specific transaction(s), on the basis that
documentation of such terms fails to comply with the requirements of
any statute that agreements be written or signed. Each Party
consents to the recording by the other Party, without any further
notice, of telephone conversations between representatives of the
Parties, which contain agreements to or discussion concerning the
terms of a specific transaction(s). All such recordings may be
introduced and admitted into evidence for the purpose of proving
agreements to terms, and any objection to such introduction or
admission for such purpose is hereby expressly waived. The terms
documented hereunder, whether stated in a written document or a
recording, are intended by the Parties as a final expression of
their agreement with respect to such terms as are included therein
and may not be contradicted by evidence of any prior agreement, but
may be supplemented by course of dealing, performance, usage of
trade and evidence of consistent additional mutually agreed-upon
terms.
32.3 For individual transactions under the Service Schedules, the
Agreement as it may be modified or supplemented by a Confirmation
Agreement shall bind the Parties and govern the transactions;
provided, however, if the Parties to a transaction do not reach
agreement on such modification or change to a term of the Agreement,
or the Confirmation Agreement is not considered accepted and final
pursuant to Section 32.1, then the term or terms of the Agreement,
which the Parties could not
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Second Revised Sheet No. 52
Rate Schedule FERC No. 6 Superseding First Revised Sheet No. 52
reach agreement to modify or change or which are not considered
modified pursuant to Section 32.1, shall apply to that transaction.
In the event of a conflict between a binding and effective
Confirmation Agreement and this Agreement, the Confirmation
Agreement shall govern.
32.4 The Seller shall not be required to file written confirmations with
FERC except as provided in the Service Schedules.
32.5 When a Confirmation Agreement contains Non-Standard Confirmation
Provisions which are provisions other than those set forth in
paragraphs (a) - (l) of Exhibit C, those Non-Standard Confirmation
Provisions shall not be deemed to be accepted pursuant to Section
32.1 unless agreed to: (i) orally, with that oral agreement recorded
(provided that such oral agreement option only shall be available
for transactions of less than one week); or (ii) in a writing
executed by both Parties.
32.6 Other Products and Service Levels: The Parties may agree to use a
product/service level defined by a different agreement (e.g., the
California ISO tariff, the ERCOT agreement or the EEI agreement) for
a particular transaction under this Agreement. Unless the Parties
expressly state and agree that all the terms and conditions of such
other agreement will apply to any such transaction, the transaction
shall be subject to all the terms of this Agreement, except that (1)
all service level/product definitions, (2) force
majeure/uncontrollable force definitions, and (3) other terms as
mutually agreed shall have the meaning
Issued by: Michael E. Small, General Counsel to Effective: September 1, 2002
Western Systems Power Pool
Issued on: July 2, 2002
Western Systems Power Pool Original Sheet No. 52A
Rate Schedule FERC No. 6
ascribed to them in the different agreement or in the applicable
confirmation notice or agreement.
32.7 Written confirmation pursuant to this Section 32 may be provided in
electronic format so long as the Parties to the affected transaction
or transactions have agreed on the procedures and format for doing
so.
33. PERFORMANCE, TITLE, AND WARRANTIES FOR TRANSACTIONS UNDER SERVICE
SCHEDULES:
33.1 Performance
33.1.1 The Seller shall deliver to the delivery point(s) as agreed
to in the applicable Confirmation Agreement and sell to the
Purchaser in accordance with the terms of the Agreement and
such Confirmation Agreement.
33.1.2 The Purchaser shall receive and purchase the Contract
Quantity, as agreed to by the Parties in the applicable
Confirmation Agreement, at the delivery point(s) and purchase
from the Seller in accordance with the terms of the Agreement
and such Confirmation Agreement.
33.2 Title and Risk of Loss
Title to and risk of loss of the electric energy shall pass
from the Seller to the Purchaser at the delivery point agreed to in
the Confirmation Agreement; provided, however, with regard to
federal agencies or parts of the United States
Issued by: Michael E. Small, General Counsel to Effective: March 1, 2002
Western Systems Power Pool
Issued on: December 21, 2001
Western Systems Power Pool Original Sheet No. 53
Rate Schedule FERC No. 6
Government, title to and risk of loss shall pass to Purchaser to the
extent permitted by and consistent with applicable law.
33.3 Warranties
The Seller warrants that it will transfer to the Purchaser good
title to the electric energy sold under the Agreement and any
Confirmation Agreement, free and clear of all liens, claims, and
encumbrances arising or attaching prior to the delivery point and
that Seller's sale is in compliance with all applicable laws and
regulations. THE SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
34. DISPUTE RESOLUTION:
34.1 INFORMAL DISPUTE RESOLUTION
Before binding dispute resolution or any other form of
litigation may proceed, any dispute between the Parties to a
transaction under this Agreement first shall be referred to
nonbinding mediation. The Parties shall attempt to agree upon a
mediator from a list of ten (10) candidates provided by the Chairman
of the WSPP Operating Committee or his or her designee. If the
Parties are unable to agree, then the Chairman or the designee shall
appoint a mediator for the dispute. Neither the mediator nor the
person involved on behalf of the WSPP in developing a list of
mediators for the Parties to choose from or in selecting the
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 54
Rate Schedule FERC No. 6
mediator (if the Parties are unable to do so) shall possess a direct
or indirect interest in either Party or the subject matter of the
mediation. The WSPP shall establish procedures for the appointment
of mediators and the conduct of mediation and those procedures shall
apply to the mediation.
34.2 BINDING DISPUTE RESOLUTION
The Parties to a dispute may elect binding dispute resolution
using the following process unless binding arbitration of certain
disputes is required under this Agreement in which event the Parties
shall use the process set forth in this Section 34.2 to resolve such
disputes, unless the Parties otherwise agree:
(a) WSPP Dispute Resolution: A Party to a dispute (if binding
dispute resolution is required) or all Parties to a dispute (if
agreement of the Parties is required for binding dispute
resolution) may initiate binding dispute resolution under WSPP
procedures by notifying the Chairman of the WSPP Operating
Committee or his or her designee. The Chairman or his or her
designee shall provide the Parties with a list of ten (10)
eligible arbitrators. Within ten (10) days of receiving the
list, the Parties shall agree on a single arbitrator from the
list to conduct the arbitration, or notify the Chairman of the
Operating Committee or the designee of their inability to reach
agreement. If notified of the Parties inability to reach
agreement, then the Chairman or the designee shall choose the
arbitrator from the list within five (5) days. Neither the
arbitrator nor the person
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 55
Rate Schedule FERC No. 6
involved on behalf of the WSPP in developing a list of
arbitrators for the Parties to choose from or in selecting the
arbitrator (if the Parties are unable to do so) shall possess a
direct or indirect interest in either Party or the subject
matter of the arbitration. The Procedures to be used for this
arbitration shall follow the arbitration procedures which shall
be developed and maintained by the WSPP and the procedures will
be generally consistent with the commercial arbitration rules
of the American Arbitration Association though not involving
the Association.
If the Parties agree to binding dispute resolution under this
Section 34.2, each Party understands that it will not be able to
bring a lawsuit concerning any dispute that may arise which is
covered by this arbitration provision. Notwithstanding the
foregoing, nothing herein is intended to waive any provision of the
Federal Arbitration Act, 9 U.S.C. Section 1, et. seq., or any right
under state statute or common law to challenge an arbitration award
or to prevent any action to enforce any arbitration award.
A Party's liability and damages under any arbitration award
resulting from the process set forth in this Section 34.2 shall be
limited as provided in this Agreement or in any Confirmation
Agreement.
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 56
Rate Schedule FERC No. 6
34.3 COSTS
Each Party shall be responsible for its own costs and those of
its counsel and representatives. The Parties shall equally divide
the costs of the arbitrator or mediator and the hearing.
34.4 CONFIDENTIALITY
Any arbitration or mediation under this Section 34 shall be
conducted on a confidential basis and not disclosed, including any
documents or results which shall be considered confidential, unless
the Parties otherwise agree or such disclosure is required by law.
35. FORWARD CONTRACTS:
The Parties acknowledge and agree that all transactions under the
Agreement and Confirmation Agreement(s) are forward contracts and that the
Parties are forward contract merchants, as those terms are used in the
United States Bankruptcy Code. The Parties acknowledge and agree that all
of their transactions, together with this Agreement and the related
Confirmation Agreement(s) form a single, integrated agreement, and
agreements and transactions are entered into in reliance on the fact that
the agreements and each transaction form a single agreement between the
Parties.
36. TRADE OPTION EXCEPTION
The Parties intend that any Physically Settled Option under this
Agreement shall qualify under the trade option exception, 17 C.F.R. Section
32.4. Accordingly, each Party buying or selling a Physically Settled Option
agrees and warrants that any such option
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 57
Rate Schedule FERC No. 6
shall be offered only to a provider, user, or merchant and that the
entities entering into the options are doing so solely for purposes related
to their business.
37. ADDITIONAL REPRESENTATIONS AND WARRANTIES:
Each Party warrants and represents to the other(s) that it possesses
the necessary corporate, governmental and legal authority, right and power
to enter into and agree to the applicable Confirmation Agreement for a
transaction or transactions and to perform each and every duty imposed, and
that the Parties' agreement to buy and sell power under this Agreement and
the Confirmation Agreement represents a contract. Each Party also warrants
and represents to the other(s) that each of its representatives executing
or agreeing through a Confirmation Agreement to a transaction under this
Agreement is authorized to act on its behalf.
Each Party further warrants and represents that entering into and
performing this Agreement and any applicable Confirmation Agreement does
not violate or conflict with its Charter, By-laws or comparable constituent
document, any law applicable to it, any order or judgment of any court or
other agency of government applicable to it or any agreement to which it is
a party and that this Agreement and applicable Confirmation Agreement(s),
constitute a legal, valid and binding obligation enforceable against such
Party in accordance with the terms of such agreements.
Each Party also represents that it is solvent and that on each
delivery this representation shall be deemed renewed unless notice to the
contrary is given in writing by the Purchaser to the Seller before
delivery.
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool First Revised Sheet No. 58
Rate Schedule FERC No. 6 Superseding Original Sheet No. 58
38. FLOATING PRICES:
38.1 In the event the Parties intend that the price for a transaction is
to be based on an index, exchange or any other kind of variable
reference price (such price being a "Floating Price"), the Parties
shall specify the "Floating Price" to be used to calculate the
amounts in a Confirmation Agreement due Seller for that transaction.
38.2 Market Disruption. If a Market Disruption Event has occurred and is
continuing during the Determination Period, the Floating Price for
the affected Trading Day shall be determined as follows. The Parties
shall negotiate in good faith to agree on a Floating Price (or a
method for determining a Floating Price) for the affected Trading
Day. If the Parties have not so agreed on or before the twelfth
Business Day following the first Trading Day on which the Market
Disruption Event occurred or existed, then the Floating Price shall
be determined in good faith by the Parties based upon (1) quotes
from Dealers in energy contracts; and/or (2) quotes from Brokers in
energy contracts. Each Party may obtain up to a maximum of four
quotes which must be provided to the other Party no later than
twenty-two Business Days following the first Business Day on which
the Market Disruption Event occurred or existed. These quotes shall
reflect transacted prices. The Floating Price for the affected
Trading Day shall equal a simple average of the quotes obtained and
provided by the Parties consistent with the provisions of this
Section 38. Each Party providing quote(s) to the other Party also
shall
Issued by: Michael E. Small, General Counsel to Effective: March 1, 2002
Western Systems Power Pool
Issued on: December 21, 2001
Western Systems Power Pool Original Sheet No. 58A
Rate Schedule FERC No. 6
identify to that other Party the Dealer(s) and/or the Broker(s) who
provided each of the quotes to allow verification.
"Determination Period" means each calendar month during the term of
the relevant transaction; provided that if the term of the
transaction is less than one calendar month the Determination Period
shall be the term of the transaction. "Market Disruption Event"
means, with respect to an index, any of the following events (the
existence of which shall be determined in good faith by the
Parties): (a) the failure of the index to announce or publish
information necessary for determining the Floating Price; (b) the
failure of trading to commence or the permanent discontinuation or
material suspension of trading in the relevant options contract or
commodity on the exchange or market acting as the index; (c) the
temporary or permanent discontinuance or unavailability of the
index; (d) the temporary or permanent closing of any exchange acting
as the index; or (e) a material change in the formula for or the
method of determining the Floating Price.
"Trading Day" means a day in respect of which the relevant price
source published the relevant price or would have published the
relevant price but for the Market Disruption Event.
38.3 Calculation of Floating Price. For the purposes of the calculation
of a Floating Price, all numbers shall be rounded to three (3)
decimal places. If the fourth (4th) decimal number is five (5) or
greater, then the third (3rd) decimal number shall be
Issued by: Michael E. Small, General Counsel to Effective: March 1, 2002
Western Systems Power Pool
Issued on: December 21, 2001
Western Systems Power Pool First Revised Sheet No. 58B
Rate Schedule FERC No. 6 Superseding Original Sheet No. 58B
increased by one (1), and if the fourth (4th) decimal number is less
than five (5), then the third (3rd) decimal number shall remain
unchanged.
38.4 Corrections. For the purposes of determining the relevant prices for
any day, if the price published or announced on a given day and used
or to be used to determine the relevant price is subsequently
corrected and the correction is published or announced by the person
responsible for that publication or announcement, either Party may
notify the other Party of (i) that correction and (ii) the amount
(if any) that is payable as a result of that correction. If a Party
gives notice that an amount is so payable, the Party that originally
either received or retained such amount will pay such amount
consistent with the provisions of this Section 38.4. The amount that
is payable as a result of the correction shall be included in the
billing cycle in which the notice of the correction is provided.
39. AMENDMENT:
39.1 This Agreement may be amended upon the submission to FERC and
acceptance by FERC of that amendment. The Parties through the
Executive Committee shall direct the filing of any amendments. The
Parties to this Agreement agree to bound by this Agreement as it may
be amended, provided that the Parties possess the right to challenge
any amendments at FERC and to exercise any applicable withdrawal
rights under this Agreement.
39.2 Unless otherwise stated in the amendment, all amendments shall apply
only to new transactions entered into or agreed to on or after the
effective date of the amendment. Preexisting agreements and
transactions shall operate under the
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2003
Western Systems Power Pool
Issued on: December 3, 2002
Western Systems Power Pool Original Sheet No. 58C
Rate Schedule FERC No. 6
version of the WSPP Agreement effective at the time of the agreement
for the transaction unless the Parties to a transaction or
transactions mutually agree otherwise.
39.3 An agreement modifying this Agreement or a Confirmation Agreement
for a transaction needs no consideration to be binding.
40. EXECUTION BY COUNTERPARTS:
This Agreement may be executed in any number of counterparts, and upon
execution by all Parties, each executed counterpart shall have the same
force and effect as
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2003
Western Systems Power Pool
Issued on: December 3, 2002
Western Systems Power Pool First Revised Sheet No. 59
Rate Schedule FERC No. 6 Superseding Original Sheet No. 59
an original instrument and as if all Parties had signed the same
instrument. Any signature page of this Agreement may be detached from any
counterpart of this Agreement without impairing the legal effect of any
signatures thereon, and may be attached to another counterpart of this
Agreement identical in form hereto but having attached to it one or more
signature pages.
41. WITNESS:
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representative as of the 27th day of
July, 1991 (or as of the date of execution of this Agreement by each
Party's duly authorized representation, in the case of any Party that
becomes a signatory to this Agreement subsequent to July 27, 1991).
By:
-------------------------------------
Name:
Title:
Issued by: Michael E. Small, General Counsel to Effective: March 1, 2002
Western Systems Power Pool
Issued on: December 21, 2001
Western Systems Power Pool Original Sheet No. 60
Rate Schedule FERC No. 6
EXHIBIT A
NETTING
Each Party that executes this Exhibit A to the Agreement agrees to net
payments for transactions under WSPP Service Schedule A, B, and C with any other
Party or Parties which also have agreed to net payments by executing a copy of
this Exhibit A. The Party executing this Exhibit A shall indicate below when it
desires that its agreement to net becomes effective. A Party agreeing to net
under this Exhibit A shall comply with the provisions of Section 28.2 of the
Agreement. Defined terms used herein are as defined in the WSPP Agreement.
Netting shall be done in accordance with the following provision:
If the Purchaser and Seller are each required to pay an amount on
the payment due date in the same month for transactions under the
Agreement or Confirmation Agreement, then such amounts with respect
to each Party will be aggregated and the Parties will discharge
their obligations to pay through netting, in which case the Party
owing the greater aggregate amount will pay to the other party the
difference between the amounts owed consistent with the payment
times in Section 9.2 of the Agreement, unless the Parties have
otherwise agreed to a different payment time as allowed by the
Agreement. Each Party reserves to itself all rights, set-offs,
counterclaims and other remedies and/or defenses to which it is or
may be entitled, arising from or out of the Agreement. All
outstanding payments between the Parties which are to be netted
pursuant to this Exhibit A for transactions under WSPP Service
Schedule A, B, and C shall be offset against each other or set off
or recouped therefrom.
- -------------------------------------- --------------------------------------
Name of Authorized Representative Effective Date for Netting
- --------------------------------------
Name of WSPP Member
- -------------------------------------- --------------------------------------
Signature of Authorized Date of Execution
Representative
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 61
Rate Schedule FERC No. 6
[WSPP SAMPLE FORM - PARTIES ARE FREE TO USE THIS OR DISREGARD IT.]
EXHIBIT B
FORM OF COUNTERPARTY GUARANTEE AGREEMENT
This Guarantee Agreement (this "Guarantee"), dated, as of [__________],
199[__], is made and entered into by [_____________], a [__________] corporation
("Guarantor").
WITNESSETH:
WHEREAS, [___________________] (the "Company") may enter into transactions
involving power sales under the Western Systems Power Pool ("WSPP Agreement")
and related confirmation agreements/1/ (collectively "Agreements") with [Company
Name] ("Guaranteed Party"); and
WHEREAS, Guarantor will directly or indirectly benefit from the Agreements.
NOW THEREFORE, in consideration of the Guaranteed Party agreeing to conduct
business with Company, Guarantor hereby covenants and agrees as follows:
1. GUARANTY. Subject to the provisions hereof, Guarantor hereby
irrevocably and unconditionally guarantees the timely payment when due of the
obligations of Company (the "Obligations") to the Guaranteed Party in accordance
with the Agreements. If Company fails to pay any Obligations, Guarantor shall
promptly pay to the Guaranteed Party no later than the next Business Day (as
defined in the WSPP Agreement), after notification, the amount due in the same
currency and manner provided for in the Agreements. This Guarantee shall
constitute a guarantee of payment and not of collection. Guarantor shall have no
right of subrogation with respect to any payments it makes under this Guarantee
until all of the Obligations of Company to the Guaranteed Party are paid in
full. The liability of Guarantor under the Guarantee shall be subject to the
following:
(a) Guarantor's liability hereunder shall be and is specifically
limited to payments expressly required to be made in accordance with the
Agreements (even if such payments are deemed to be damages) and, except to the
extent specifically provided in the Agreements, in no event shall Guarantor be
subject hereunder to consequential, exemplary, equitable, loss of profits,
punitive, tort, or any other even if such fees together with the payments
Western Systems Power Pool Original Sheet No. 62 Rate Schedule FERC No. 6
- ----------
1
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 62
Rate Schedule FERC No. 6
exceed the cap in Section 1(b), damages, costs, except that Guarantor shall be
required to pay reasonable attorney fees.
(b) The aggregate liability of the Guarantor shall not exceed [_____]
Million U.S. Dollars [_________].
2. DEMANDS AND NOTICE. If Company fails or refuses to pay any
Obligations, the Guaranteed Party may make a demand upon Guarantor (hereinafter
referred to as a "Payment Demand"). A Payment Demand shall be in writing and
shall reasonably and briefly specify in what manner and what amount Company has
failed to pay and an explanation of why such payment is due, with a specific
statement that the Guaranteed Party is calling upon Guarantor to pay under this
Guarantee. A Payment Demand satisfying the foregoing requirements shall be
deemed sufficient notice to Guarantor that it must pay the Obligations. A single
written Payment Demand shall be effective as to any specific default during the
continuance of such default, until Company or Guarantor has cured such default,
and additional Payment Demands concerning such default shall not be required
until such default is cured.
3. REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants
that:
(a) it is a corporation duly organized and validly existing under the
laws of the State of [_____________] and has the corporate power and authority
to execute, deliver and carry out the terms and provisions of this Guarantee;
(b) no authorization, approval, consent or order of, or registration
or filing with, any court or other governmental body having jurisdiction over
Guarantor is required on the part of Guarantor for the execution and delivery of
this Guarantee; and
(c) this Guarantee constitutes a valid and legally binding
agreement of Guarantor enforceable against Guarantor in accordance with its
terms, except as the enforceability of this Guarantee may be limited by the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally and by general principles of
equity.
4. EFFECT OF BANKRUPTCY BY COMPANY. The Guarantor's obligation to pay
under this Guarantee shall not be affected in any way by the institution with
respect to the Company of a bankruptcy, reorganization, moratorium or similar
insolvency proceeding or other relief under any bankruptcy or insolvency law
affecting creditor's rights or a petition for the Company's winding-up or
liquidation.
5. AMENDMENT. No term or provision of this Guarantee shall be amended,
modified, altered, waived, or supplemented except in a writing signed by the
Guarantor and Guaranteed Party hereto.
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 63
Rate Schedule FERC No. 6
6. WAIVERS. Guarantor hereby waives (a) notice of acceptance of this
Guarantee; (b) presentment and demand concerning the liabilities of Guarantor,
except as expressly hereinabove set forth; and (c) any right to require that any
action or proceeding be brought against Company or any other person, or except
as expressly hereinabove set forth, to require that the Guaranteed Party seek
enforcement of any performance against Company or any other person, prior to any
action against Guarantor under the terms hereof.
Except as to applicable statutes of limitation, no delay of the Guaranteed
Party in the exercise of, or failure to exercise, any rights hereunder shall
operate as a waiver of such rights, a waiver of any other rights or a release of
Guarantor from any obligations hereunder.
Guarantor consents to the renewal, compromise, extension, acceleration or
other changes in the time of payment of or other changes in the terms of the
Obligations, or any part thereof or any changes or modifications to the terms of
the Agreements.
Guarantor may terminate this Guarantee by providing written notice of such
termination to the Guaranteed Party and upon the effectiveness of such
termination, Guarantor shall have no further liability hereunder, except as
provided in the last sentence of this paragraph. No such termination shall be
effective until fifteen (15) Business Days after receipt by the Guaranteed Party
of such termination notice. No such termination shall affect Guarantor's
liability with respect to any obligations arising under any transaction entered
into prior to the time the termination is effective, which transaction shall
remain guaranteed pursuant to the terms of this Guarantee.
7. ASSIGNMENT. The Guarantor shall not assign this Guarantee without the
express written consent of the Guaranteed Party. The Guaranteed Party shall be
entitled to assign its rights under this Agreement in its sole discretion.
8. NOTICE. Any Payment Demand, to the Guaranteed Party or the Guarantor
notice, request, instruction, correspondence or other document to be given
hereunder by any party to another (herein collectively called "Notice") shall be
in writing and delivered personally or mailed by certified mail, postage prepaid
and return receipt requested, or by telegram or telecopier, as follows:
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 64
Rate Schedule FERC No. 6
To [Name of Guaranteed Party] __________________________
__________________________
__________________________
Attn: ____________________
Fax No.: (___)____________
To Guarantor: __________________________
__________________________
__________________________
Attn: ____________________
Fax No.: (___)____________
Notice given by personal delivery or mail shall be effective upon actual
receipt. Notice given by telegram or telecopier shall be effective upon actual
receipt if received during the recipient's normal business hours, or at the
beginning of the recipient's next business day after receipt if not received
during the recipient's normal business hours. All Notices by telegram or
telecopier shall be confirmed promptly after transmission in writing by
certified mail or personal delivery. Any party may change any address to which
Notice is to be given to it by giving notice as provided above of such change of
address.
8. MISCELLANEOUS. THIS GUARANTEE SHALL IN ALL RESPECTS BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF [State], WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. This Guarantee shall be binding upon
Guarantor, its successors and assigns and inure to the benefit of and be
enforceable by the Guaranteed Party, its successors and assigns. The Guarantee
embodies the entire agreement and understanding between Guarantor and the
Guaranteed Party and supersedes all prior agreements and understandings relating
to the subject matter hereof. The headings in this Guarantee are for purposes of
reference only, and shall not affect the meaning hereof. This Guarantee may be
executed in any number of counterparts, each of which shall be an original, but
all of which together shall constitute one instrument.
EXECUTED as of the day and year first above written.
[_________________________]
By:
----------------------
Name:
--------------------
Title:
-------------------
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Second Revised Sheet No. 65
Rate Schedule FERC No. 6 Superseding First Revised Sheet No. 65
EXHIBIT C
SAMPLE FORM FOR CONFIRMATION
1. Transaction Specific Agreements
The undersigned Parties agree to sell and purchase electric energy, or
a Physically-Settled Option, pursuant to the WSPP Agreement as it is
supplemented and modified below:
(a) Seller: _________________________________
(b) Purchaser: ___________________________________
(c) Period of Delivery: From __\__\__ To __\__\__
(d) Schedule (Days and Hours): _____________________
(e) Delivery Rate: ____________________________________
(f) Delivery Point(s): ___________________________
(g) Type of Service (Check as Applicable)
Service Schedule A ________
Service Schedule B ________
Service Schedule C ________
Physically-Settled Option Service Schedule B ________
Physically-Settled Option Service Schedule C ________
Other products per Section 32.6 _____________ [Describe Product]
(h) Contract Quantity: ________ Total MWhrs.
(i) Contract or Strike Price: __________________________
(j) Transmission Path for the Transaction (If Applicable):
(k) Date of Agreement if different: _____________
(l) Additional Information for Physically-Settled Options
(i) Option Type: Put _______________ Call __________
(ii) Option Style: _______________
(iii) Exercise Date or Period: ______________
(iv) Premium: _______________
(v) Premium Payment Date: ________________
(vi) Method for providing notice of exercise ____________________
(m) Special Terms and Exceptions:
See Attachment A
[Special Terms and Exceptions shall be shown on an Attachment to this
Confirmation.]
_______________________________ ____________________________
Name of Trader for Purchaser Name of Trader for Seller
Issued by: Michael E. Small, General Counsel to Effective: March 1, 2002
Western Systems Power Pool
Issued on: December 21, 2001
Western Systems Power Pool Original Sheet No. 66
Rate Schedule FERC No. 6
_______________________________ ____________________________
Authorized Signature Authorized Signature
for Purchaser for Seller
_______________________________ ____________________________
Date Date
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 67
Rate Schedule FERC No. 6
EXHIBIT D
WSPP MEDIATION AND ARBITRATION PROCEDURES
I. MEDIATION
A. Informal Mediation. WSPP members with a dispute or a potential dispute
involving transactions under the WSPP Agreement may request
non-binding, informal mediation by contacting the WSPP's General
Counsel and by providing a brief explanation in writing of the dispute
and the remedy being sought. All parties to the dispute must request
this Informal Mediation for it to become effective. After this
contact, a telephonic conference call will be arranged among the
affected WSPP members and the WSPP's General Counsel, the Chairman of
the Operating Committee, and/or some other independent and
knowledgeable person requested by the Chairman of the Operating
Committee to participate. The purpose of the conference call will be
to discuss the issues and to have an independent person or persons
state their views. Best efforts will be made to set up this conference
call within five Business Days after the WSPP's General Counsel is
contacted subject to accommodating the schedules of all involved. This
Informal Mediation shall be considered as satisfying the Mediation
requirements of Section 34.1 of the WSPP Agreement.
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 68
Rate Schedule FERC No. 6
B. Initiating Formal Mediation. A WSPP member which believes that it
possesses a claim against another WSPP member relating to a WSPP
transaction, which is unable to resolve the dispute through agreement
with the other member to the transaction, and which desires to pursue
that claim shall initiate non-binding formal mediation pursuant to
Section 34.1 of the WSPP Agreement. The member initiating such
mediation shall do so by Serving written notice to the Chairman of the
WSPP Operating Committee, the WSPP's General Counsel, and the other
members against which the claim is directed. Such notice shall state
the nature of the dispute, the remedy sought, and support the claim.
C. Response to Document Initiating Formal Mediation. Within eight days,
the member or members against which the claim is directed may provide
a response to the notice which shall be Served on the member which
initiated the Mediation, the Chairman of the WSPP's Operating
Committee, and the WSPP's General Counsel.
D. Choosing the Mediator. The Mediator shall be chosen in accordance with
the procedures set forth in Section 34.1 of the WSPP Agreement. Each
Party may suggest persons to be included on the list of Mediators to
be presented to the Parties provided that these suggested persons
shall be provided to the WSPP Representative together with relevant
personal histories within two Business Days
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 69
Rate Schedule FERC No. 6
of the date by which time the list of Mediators is to be sent out. The
WSPP Representative shall allow at least one person suggested by each
Party to be added to the list of Mediators. A brief personal history
of each person on the list of potential mediators shall be provided to
the Parties, with that history showing the person's employment over
the last five years and any other relevant facts. The WSPP
Representative shall provide the Parties with the list of Mediators
within five days of receipt of notice of the dispute. The Parties then
shall have five days in which to reach agreement on a Mediator or
inform the WSPP Representative that they were unable to reach
agreement in which event the WSPP Representative shall appoint the
Mediator consistent with Section 34.1 of the WSPP Agreement. Upon
request of the Parties for expedition, the WSPP Representative shall
use best efforts to expedite this process.
E. Location for the Formal Mediation. The Parties shall agree on a
location for the Mediation. If the Parties fail to reach agreement,
then the WSPP Representative shall set the location which shall be
convenient for the Parties and the Mediator.
F. Time for the Formal Mediation. The Parties shall agree on the time for
the Mediation after consultation with the Mediator if one has been
appointed. If the Parties fail to reach agreement, then the WSPP
Representative shall set the time
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 70
Rate Schedule FERC No. 6
which shall not be more than twenty-one days after the notice
initiating the Mediation is received after consultation with the
Parties and any Mediator.
G. Conduct of the Formal Mediation. The Mediator shall have the ability
to conduct the Mediation in any manner which the Mediator believes is
appropriate to facilitate resolution of the dispute. Each Party shall
have at least one representative with the authority to settle the
dispute present at the Mediation. The Mediation shall be private and
confidential and the Mediator shall have the authority to exclude any
person not directly involved unless the Parties agree otherwise in
writing. At the Mediation, each Party shall have the right to make a
brief presentation of its case and to question the other Party. Each
Party also may be represented by counsel.
H. Replacement of the Mediator. If the Mediator resigns, withdraws or is
no longer able to serve, then the Parties shall have two Business Days
in which to agree on a new Mediator. If the Parties are unable to
agree within such time, the WSPP Representative shall appoint a
replacement Mediator from the list used to select the first Mediator
within two Business Days after being notified that the Parties are
unable to agree. The dates and deadlines in this section may require
modification if the mediator is replaced. Any extensions shall be as
limited as possible.
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 71
Rate Schedule FERC No. 6
II. ARBITRATION
A. Initiating Arbitration. A WSPP member which initiates Arbitration
pursuant to Section 34.2 of the WSPP Agreement shall do so by Serving
the Chairman of the WSPP Operating Committee, the WSPP General Counsel
and the members against which the claim is directed with written
notice of its demand for arbitration. Such notice shall state the
nature of the dispute, the remedy sought, and support the claim.
B. Response. Within ten days of receipt of the notice, any member or
members against which the claim is directed may provide a response to
the notice. Such response must include any counterclaims which the
member believes are appropriate. If a counterclaim is submitted, then
the member which submitted the notice may respond to the counterclaim
within ten days of receipt. All such responses shall be Served on the
Parties, the Chairman of the WSPP Operating Committee, and the WSPP
General Counsel.
C. Choosing the Arbitrator. The Arbitrator shall be chosen in accordance
with the procedures set forth in Section 34.2 of the WSPP Agreement.
Each Party may suggest persons to be included on the list of
Arbitrators to be presented to the Parties provided that these
suggested persons are provided to the WSPP Representative together
with relevant personal histories within two business days
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 72
Rate Schedule FERC No. 6
of the date by which time the list of Arbitrators is to be sent out.
The WSPP Representative shall allow at least one person suggested by
each Party to be added to the list of potential Arbitrators. A brief
personal history of each person on the list of potential Arbitrators
shall be provided to the Parties, with that history showing the
person's employment over the last five years and any other relevant
facts. The WSPP Representative shall provide the Parties with the list
of Arbitrators within seven days of receipt of notice of the request
for Arbitration. The Parties then shall have ten days in which to
reach agreement on the Arbitrator or to inform the WSPP Representative
that they were unable to reach agreement in which event the WSPP
Representative shall appoint the Arbitrator consistent with Section
34.2 of the Agreement. Upon request of the Parties for expedition, the
WSPP Representative shall use best efforts to cause this process to be
expedited.
D. Location for the Arbitration. The Parties shall agree on a location
for the Arbitration. If the Parties fail to reach agreement, then the
WSPP Representative shall set the location which shall be convenient
for the Parties and the Arbitrator.
E. Time for the Arbitration. The Parties shall agree on the time for the
Arbitration and coordinate that time with the Arbitrator if one has
been agreed to or appointed. If the Parties fail to reach agreement,
then the WSPP Representative
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 73
Rate Schedule FERC No. 6
shall set the time which shall not be more than 60 days after the
notice is received. The WSPP Representative shall set a time after
consultation with the Parties and the Arbitrator to check their
schedules.
F. Discovery. After appointment of the Arbitrator, each Party shall be
entitled to obtain relevant documents from the other Parties and to
take depositions. Each Party shall respond to such a document request
within seven days of receipt of the request and make its employees or
consultants available for depositions to the extent that the employee
or consultant possesses knowledge and information relevant to the
dispute. Each Party shall disclose documents that are confidential or
commercially sensitive subject to a reasonable protective order. Any
disputes concerning discovery shall be promptly referred to the
Arbitrator who shall have authority to resolve such disputes,
including the authority to require attendance of witnesses at
depositions. The Federal Rules of Civil Procedure shall apply to
discovery under these procedures.
G. Conduct of Arbitration if the Parties Agree to Waive an Oral Hearing.
If the Parties agree to waive an oral hearing, then the Parties shall
Serve Initial Briefs no later than 35 days after the notice is
received or notify the Arbitrator that they do not wish to submit any
additional documents. Parties shall Serve any Reply Briefs no later
than ten days after the date for Service of Initial Briefs.
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 74
Rate Schedule FERC No. 6
H. Conduct of the Arbitration Hearing. No later than fifteen days before
any hearing, any Party may Serve an Initial Brief or notify the
Arbitrator that they do not wish to submit any additional documents. A
Party shall Serve any Reply Brief no later than five Business Days
before any hearing. The Arbitrator shall preside over any hearing and
rule on all objections including objections as to the admissibility of
evidence or whether the questioning is proper. All testimony shall be
submitted under oath. The Arbitrator is not bound to follow any
particular rules governing the conduct of the proceeding. The
Arbitrator may rely on legal advice provided through the WSPP. The
Arbitrator may require any person employed by a Party to attend and
testify at the hearing. Each Party shall possess the right to present
evidence, including witnesses, and to cross-examine other Parties'
witnesses. The Arbitration shall be private and the Arbitrator shall
have the authority to exclude any person not directly involved unless
the Parties otherwise agree. Each Party may be represented by counsel.
A stenographic record of the Arbitration shall be kept.
I. Decision. Within ten Business Days after the end of the Arbitration
hearing, the Arbitrator shall issue his award in writing. If the
Parties waived the right to an oral hearing, then the Arbitrator shall
issue the award within ten Business Days of the last date Briefs were
to be submitted. The Arbitrator is not limited in the
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 75
Rate Schedule FERC No. 6
remedies he may order so long as any arbitration award is consistent
with the provisions and limitations of the WSPP Agreement and any
applicable Confirmation Agreement with respect to the liability and
damages of any Party; provided, however, upon agreement of the Parties
to the dispute, the Arbitrator's choice of remedies may be limited.
J. Replacement of the Arbitrator. If the Arbitrator resigns, withdraws,
or is no longer able to serve then the Parties shall have two Business
Days in which to agree on a new Arbitrator. If the Parties are unable
to agree within such time, the WSPP Representative shall appoint a
replacement Arbitrator from the list used to select the first
Arbitrator within two Business Days after being notified that the
Parties are unable to agree. The dates and deadlines in this section
may require modification if the mediator is replaced. Any extensions
shall be as limited as possible.
III. MISCELLANEOUS
A. Confidentiality. Any Arbitration or Mediation shall be confidential as
provided in Section 34.4 of the WSPP Agreement.
B. Costs. Costs shall be borne by Parties as provided in Section 34.3 of
the WSPP Agreement.
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 76
Rate Schedule FERC No. 6
C. Restrictions on Lawsuits. Each Party shall be subject to the
restrictions provided in Section 34.2 of the WSPP Agreement.
D. Attorney-Client/Attorney Workproduct. The Arbitrator or Mediator shall
not take any action which would result in disclosure of information in
violation of the attorney-client privilege or attorney workproduct
doctrine.
IV. DEFINITIONS
A. Arbitrator or Arbitration. The Arbitrator appointed pursuant to these
procedures and Section 34.2 of the WSPP Agreement and the Arbitration
pursuant to these procedures and the WSPP Agreement.
B. Initial or Reply Briefs. Written documents submitted by the Parties to
support their positions and respond to each others positions. Such
documents shall be limited to 25 pages.
C. Business Days. Defined as in the WSPP Agreement.
D. Mediator or Mediation. The Mediator appointed pursuant to these
procedures and Section 34.1 of the WSPP Agreement and the Mediation
pursuant to these procedures and the WSPP Agreement.
E. Parties. The WSPP members involved in the Mediation or Arbitration
which have a direct interest in the dispute.
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 77
Rate Schedule FERC No. 6
F. Service, Serving, or Served. The method of service shall be by fax,
unless impracticable because of the size of the document. In all
events, the document should be delivered to the Party by overnight
mail. Parties also should attempt to send the document out by email if
possible. Service will be accomplished to a Party if sent to the
Party's contact person for the disputed transaction. If there are
multiple contact persons for one Party, service to one such person
shall suffice. Service shall be to those individuals or entities
specified in this procedures, but must include service to the Parties,
the Mediator or Arbitrator (if either has been appointed), and to the
WSPP General Counsel.
G. WSPP Representative. The Chairman of the WSPP Operating Committee or
his or her designee for the purposes of the Arbitration or Mediation.
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 78
Rate Schedule FERC No. 6
SERVICE SCHEDULE A
ECONOMY ENERGY SERVICE
----------------------
A-1 PARTIES:
This Service Schedule is agreed upon as a part of this Agreement by the
Parties.
A-2 PURPOSE:
The purpose of this Service Schedule is to define additional specific
procedures, terms and conditions for requesting and providing Economy
Energy Service.
A-3 TERMS:
A-3.1 A Party may schedule Economy Energy Service from another Party by
mutual agreement; provided, however, that each Party shall be the
sole judge as to the extent to and the conditions under which it is
willing to provide or receive such service hereunder consistent with
statutory requirements and contractual commitments including the
Agreement and any applicable Confirmation Agreement.
A-3.2 Scheduling of Economy Energy Service hereunder shall be a
responsibility of the Parties involved.
A-3.3 Each Seller/Purchaser may prepare a daily estimate of the amount of
Economy Energy Service that it is willing and able to sell/buy each
hour and the associated hourly sale/purchase price for the next
Business Day, plus the weekend and
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 79
Rate Schedule FERC No. 6
holidays, and communicate this information to all other Parties via
the Hub.
A-3.4 Purchasers shall arrange purchases directly with Sellers, and shall
be responsible for transmission arrangements.
A-3.5 Unless otherwise mutually agreed between the Purchaser and the
Seller, all Economy Energy Service transactions shall be
pre-scheduled, and billings shall be based on amounts and prices
agreed to in advance by schedulers, subject to Paragraphs A-3.6 and
3.7 and subject to change by mutual agreement between dispatchers or
schedulers due to system changes.
A-3.6 The price for Economy Energy Service shall be mutually agreed to in
advance between Seller and Purchaser and shall not be subject to the
rate caps specified in Section A-3.7 in either of the following two
circumstances:
(1) where the Seller is a FERC regulated public utility and that
Seller has been authorized to sell power like that provided for
under this Service Schedule at market-based rates; or
(2) where the Seller is not a FERC regulated public utility.
A Party is a FERC regulated public utility if it is a "public
utility" as defined in Section 201(e) of the Federal Power Act, 16
U.S.C. Section 824(e).
A-3.7 Except as provided for in Section A-3.6, the price shall not exceed
the Seller's forecasted Incremental Cost plus up to: $7.32/kW/
month; $1.68/kW/week;
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 80
Rate Schedule FERC No. 6
33.78CENTS/kW/day; 14.07 mills/kWh; or 21.11 mills/kWh for service
of sixteen (16) hours or less per day. The hourly rate is capped at
the Seller's forecasted Incremental Cost plus 33.78CENTS/kW/ day.
The total demand charge revenues in any consecutive seven-day period
shall not exceed the product of the weekly rate and the highest
demand experienced on any day in the seven-day period. In lieu of
payment, such Parties may mutually agree to exchange economy energy
at a ratio not to exceed that ratio provided for in Section C-3.7 of
Service Schedule C. The Seller's forecasted Incremental Cost
discussed above also may include any transmission and/or ancillary
service costs associated with the sale, including the cost of any
transmission and/or ancillary services that the Seller must take on
its own system. Any such transmission and/or ancillary services
charges shall be separately identified by the Seller to the
Purchaser for transactions under this Schedule including the
exchange of economy energy. The transmission and ancillary service
rate ceilings shall be available through the WSPP's Hub or homepage.
Any such transmission services (and ancillary service provided in
conjunction with such transmission service) by Seller shall be
provided pursuant to any applicable transmission tariff or
agreement, and the rates therefore shall be consistent with such
tariff or agreement.
A-3.8 Unless otherwise agreed, the Purchaser shall be responsible for
maintaining
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 81
Rate Schedule FERC No. 6
operating reserve requirements as back-up for Economy Energy Service
purchased and the Seller shall not be required to maintain such
operating reserve.
A-3.9 Each Party that is a FERC regulated public utility as defined in
A-3.6 shall file the Confirmation Agreement with FERC for each
transaction under this Service Schedule with a term in excess of one
year no later than 30 days after service begins if that Party would
have been required to file such Confirmation Agreements or similar
agreements with FERC under an applicable FERC accepted market based
rate schedule.
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 82
Rate Schedule FERC No. 6
SERVICE SCHEDULE B
UNIT COMMITMENT SERVICE
-----------------------
B-1 PARTIES:
This Service Schedule is agreed upon as part of this Agreement by the
Parties.
B-2 PURPOSE:
The purpose of this Service Schedule is to define additional specific
procedures, terms, and conditions for requesting and providing Unit
Commitment Service.
B-3 TERMS:
B-3.1 A Party may schedule Unit Commitment Service from another Party by
mutual agreement; provided, however, that each Party shall be the
sole judge as to the extent to and the conditions under which it is
willing to provide or receive such service hereunder consistent with
statutory requirements and contractual commitments including the
Agreement and any applicable Confirmation Agreement. Once an
agreement is reached, then the obligation for Unit Commitment
Service becomes a firm commitment, for both Parties, for the agreed
capacity and terms.
B-3.2 Unless otherwise mutually agreed by the Parties involved in a Unit
Commitment Service transaction, the terms set forth in this Service
Schedule B shall govern such transaction.
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 83
Rate Schedule FERC No. 6
B-3.3 Unless otherwise agreed between the Purchaser and the Seller, all
transactions shall be prescheduled, subject to any conditions agreed
to by schedulers, for a specified unit for a specified period of
time.
B-3.4 Purchasers shall arrange purchases directly with Sellers.
B-3.5 The price for Unit Commitment Service shall be mutually agreed to in
advance between Seller and Purchaser and shall not be subject to the
rate caps specified in Section B-3.6 in either of the following two
circumstances:
(1) where the Seller is a FERC regulated public utility and that
Seller has been authorized to sell power like that provided for
under this Service Schedule at market-based rates; or
(2) where the Seller is not a FERC regulated public utility.
A Party is a FERC regulated public utility if it is a "public
utility" as defined in Section 201(e) of the Federal Power Act, 16
U.S.C. Section 824(e).
B-3.6 Except as provided for in Section B-3.5, the price shall not exceed
the Seller's forecasted Incremental Cost plus up to: $7.32/kW/month;
$1.68/kW/week; 33.78CENTS/kW/day; 14.07 mills/kWh; or 21.11
mills/kWh for service of sixteen (16) hours or less per day. The
hourly rate is capped at the Seller's forecasted Incremental Cost
plus 33.78CENTS/kW/day. The total demand charge revenues in any
consecutive seven-day period shall not exceed the product of the
weekly rate and the
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 84
Rate Schedule FERC No. 6
highest demand experienced on any day in the seven-day period. The
Seller's forecasted Incremental Cost discussed above also may
include any transmission and/or ancillary service costs associated
with the sale, including the cost of any transmission and/or
ancillary services that the Seller must take on its own system. Any
such transmission and/or ancillary service charges shall be
separately identified by the Seller to the Purchaser. The
transmission and ancillary service rate ceilings shall be available
through the WSPP's Hub or homepage.
B-3.7 Start-up costs and no-load costs if included by the Seller shall be
stated separately in the price.
B-3.8 Energy schedules for the Purchaser's share of a unit may be modified
by the Purchaser with not less than a thirty (30) minute notice
before the hour in which the change is to take place, unless
otherwise mutually agreed or unforeseen system operating conditions
occur.
B-3.9 Unit Commitment Service is intended to have assured availability;
however, scheduled energy deliveries may be interrupted or curtailed
as follows:
(a) By the Seller by giving proper recall notice to the Purchaser
if the Seller and the Purchaser have mutually agreed to recall
provisions,
(b) By the Seller when all or a portion of the output of the unit
is unavailable, by an amount in proportion to the amount of the
reduction in the output of the
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 85
Rate Schedule FERC No. 6
unit, unless otherwise agreed by the schedulers,
(c) By the Seller to prevent system separation during an emergency,
provided the Seller has exercised all prudent operating
alternatives prior to the interruption or curtailment,
(d) Where applicable, by the Seller to meet its public utility or
statutory obligations to its customers, or
(e) By either the Seller or the Purchaser due to the unavailability
of transmission capacity necessary for the delivery of
scheduled energy.
B-3.10 Each Party that is a FERC regulated public utility as defined above
in B-3.5 shall file the Confirmation Agreement with FERC for each
transaction under this Service Schedule with a term in excess of one
year no later than 30 days after service begins if that Party would
have been required to file such Confirmation Agreements or similar
agreements with FERC under an applicable FERC accepted market based
rate schedule.
B-4 BILLING AND PAYMENT PROVISIONS:
B-4.1 Except as provided in Sections B-4.2 and B-5, billing for Unit
Commitment Service shall be computed based upon the agreed upon
prices.
B-4.2 In the event the Seller requests recall of Unit Commitment Service
in a shorter time frame than was mutually agreed pursuant to Section
B-3.9(a) and the
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 86
Rate Schedule FERC No. 6
Purchaser agrees to allow such recall, the Purchaser shall be
relieved of any obligation to pay start-up costs.
B-5 TERMINATION PROVISION:
In the event Unit Commitment Service is curtailed or interrupted except as
provided in Section B-3.9(a), the Purchaser shall have the option to cancel
the Unit Commitment Service at any time by paying the Seller for (i) all
energy deliveries scheduled up to the notice of termination and (ii) all
separately stated start-up and no-load costs.
Issued by: Michael E. Small, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool First Revised Sheet No. 87
Rate Schedule FERC No. 6 Superseding Original Sheet No. 87
SERVICE SCHEDULE C
FIRM CAPACITY/ENERGY SALE OR EXCHANGE SERVICE
---------------------------------------------
C-1 PARTIES:
This Service Schedule is agreed upon as a part of this Agreement by the
Parties.
C-2 PURPOSE:
The purpose of this Service Schedule is to define additional specific
procedures, terms, and conditions for requesting and providing Firm
Capacity/Energy Sale or Exchange Service.
C-3 TERMS:
C-3.1 A Party may schedule Firm Capacity/Energy Sale or Exchange Service
from another Party by mutual agreement; provided, however, that each
Party shall be the sole judge as to the extent to and the conditions
under which it is willing to provide or receive such service
hereunder consistent with statutory requirements and contractual
commitments including the Agreement and any applicable Confirmation
Agreement. Once an agreement is reached, then the obligation for
Firm Capacity/Energy Sale or Exchange Service becomes a firm
commitment, for both Parties, for the agreed service and terms.
C-3.2 Unless otherwise agreed between the Purchaser and the Seller, all
transactions shall be prescheduled, subject to any conditions agreed
to by schedulers.
C-3.3 Firm capacity transactions shall include buying, selling, or
exchanging capacity between Parties with or without associated
energy. Firm capacity is deemed a capacity sale from the Seller's
resources and backed by the Seller's
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2001
Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos.
ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool First Revised Sheet No. 88
Rate Schedule FERC No. 6 Superseding Original Sheet No. 88
capacity reserves.
C-3.4 Firm energy transactions shall include buying, selling, or
exchanging firm energy between Parties. Subject to mutual agreement,
firm energy is deemed a quantity of energy the Seller has agreed to
sell and deliver and the Purchaser has agreed to buy within a
specified time period.
C-3.5 Purchaser shall arrange purchases directly with Sellers.
C-3.6 The price for Firm Capacity/Energy Sale or Exchange Service shall be
mutually agreed to in advance between Seller and Purchaser and shall
not be subject to the rate caps specified in Section C-3.7 in either
of the following two circumstances:
(1) where the Seller is a FERC regulated public utility and that
Seller has been authorized to sell power like that provided for
under this Service Schedule at market-based rates; or
(2) where the Seller is not a FERC regulated public utility.
A Party is a FERC regulated public utility if it is a "public
utility" as defined in Section 201(e) of the Federal Power Act, 16
U.S.C. Section 824(e).
C-3.7 Except as provided for in Section C-3.6, the price shall not exceed
the Seller's forecasted Incremental Cost plus up to: $7.32/kW/month;
$1.68/kW/week; 33.78CENTS/kW/day; 14.07 mills/kWh; or 21.11
mills/kWh for service of sixteen (16) hours or less per day. The
hourly rate is capped at the Seller's forecasted Incremental Cost
plus 33.78CENTS/kW/day. The total demand charge revenues in any
consecutive seven-day period shall not exceed the product of the
weekly rate and the
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2001
Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos.
ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool First Revised Sheet No. 89
Rate Schedule FERC No. 6 Superseding Original Sheet No. 89
highest demand experienced on any day in the seven-day period.
Exchange ratios among such Parties shall be as mutually agreed
between the Purchaser and the Seller, but shall not exceed the ratio
of 1.5 to 1.0. The Seller's forecasted Incremental Cost discussed
above also may include any transmission and/or ancillary service
costs associated with the sale, including the cost of any
transmission and/or ancillary services that the Seller must take on
its own system. Any such transmission and/or ancillary service
charges shall be separately identified by the Seller to the
Purchaser for transactions under this Schedule including exchanges.
The transmission and ancillary service rate ceiling shall be
available through the WSPP's Hub or homepage. Any such transmission
service (and ancillary services provided in conjunction with such
transmission service) by Seller shall be provided pursuant to any
applicable transmission tariff or agreement, and the rates therefore
shall be consistent with such tariff or agreement.
C-3.8 Firm Capacity/Energy Sale or Exchange Service shall be interruptible
only if the interruption is: (a) within the recall time or allowed
by other applicable provisions governing interruptions of service
under this Service Schedule mutually agreed to by the Seller and the
Purchaser, (b) due to an Uncontrollable Force as provided in Section
10 of this Agreement; or (c) where applicable, to meet Seller's
public utility or statutory obligations to its customers. If service
under this Service Schedule is interrupted under Section C-3.8(a) or
(b), neither Seller nor Purchaser shall be obligated to pay any
damages under this Agreement or Confirmation Agreement. If service
under this Service Schedule is interrupted for any reason
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2001
Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos.
ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool Original Sheet No. 89A
Rate Schedule FERC No. 6
other than pursuant to Section C-3.8(a) or (b), the Non-Performing
Party shall be responsible for payment of damages as provided in
Section 21.3 of this Agreement or in any Confirmation.
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2001
Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos.
ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool First Revised Sheet No. 90
Rate Schedule FERC No. 6 Superseding Original Sheet No. 90
C-3.9 Each Party that is a FERC regulated public utility as defined in
Section C-3.6 shall file the Confirmation Agreement with FERC for
each transaction under this Service Schedule with a term in excess
of one year no later than 30 days after service begins if that Party
would have been required to file such Confirmation Agreements or
similar agreements with FERC under an applicable FERC accepted
market based rate schedule.
C-3.10 Seller shall be responsible for ensuring that Service Schedule C
transactions are scheduled as firm power consistent with the most
recent rules adopted by the applicable NERC regional reliability
council.
Wspp/Feb 04 Effective Amendments Non-Redlined
Issued by: Michael E. Small, General Counsel to Effective: February 1, 2001
Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos.
ER00-3338, et al., issued September 15, 2000.
Western Systems Power Pool First Revised Sheet No. 91
Rate Schedule FERC No. 6 Superseding Original Sheet No. 91
LIST OF MEMBERS
ACN Power, Inc.
AES NewEnergy, Inc.
Allegheny Energy Supply Co., LLC
Amerada Hess Corporation
Ameren Energy Generating Company
American Electric Power Service Corporation as agent for Ohio Power Company,
Public Service Company of Oklahoma and Southwestern Electric Power Company
APS Energy Services Company, Inc.
Aquila Energy Marketing Corporation
Arizona Electric Power Co.
Arizona Public Service Co.
Arkansas Electric Coop. Corp.
Associated Electric Cooperative, Inc.
Astra Oil Company, Inc.
Avista Corporation
Avista Energy, Inc.
Basin Electric Power Cooperative
Benton Public Utility District No. 1 of Benton County
Blackhills Power & Light Company
Bonneville Power Adm.
BP Energy Company
Burbank, City of
Calif. Dept. of Water Resources
Calpine Energy Services, L.P.
Candela Energy Corporation
Cargill-Alliant, LLC
Carolina Power & Light Company
Cheyenne Light, Fuel and Power Co.
Cinergy Capital & Trading, Inc.
Cinergy Operating Companies
City of Anaheim, Public Utilities Dept.
City of Azusa
City of Banning
City of Glendale Water & Power Dept.
City of Independence
City of Klamath Falls
City of Palo Alto
City of Riverside, California
City of Santa Clara Electric Department
City of Sikeston, Board of Municipal Utilities
City Utilities of Springfield, Missouri
City Water & Light (Jonesboro, AR)
Clatskanie PUD
Cleco Marketing & Trading LLC
Cleco Power LLC
CMS Marketing, Services and Trading Company
CNG Power Services Corp.
Colorado River Commission of Nevada
Colorado Springs Utilities
Colton, City of
Columbia Energy Power Marketing
Columbia Power Corporation
Cominco, Ltd.
Commonwealth Energy Corporation
ConAgra Energy Services, Inc.
Conectiv Energy Supply, Inc.
Conoco Gas & Power Marketing - a division of Conoco Inc.
Constellation Power Source
Cook Inlet Energy Supply
Coral Power, L.L.C.
Deseret G&T
DTE Energy Trading, Inc.
Duke Energy Trading & Marketing, LLC
Duke Power
Duke Solutions, Inc.
Duke/Louis Dreyfuss, LLC
Dynegy Power Marketing, Inc.
Dynegy Power Services, Inc.
E prime
Edison Mission Marketing & Trading, Inc.
Edison Source
Edmonton Power Authority, Alberta
El Paso Electric
El Paso Merchant Energy, L.P.
Empire District Electric Co.
Energy Transfer Group, LLC
EnerZ Corporation
Issued by: Michael E. Small, General Counsel to Effective: March 1, 2002
Western Systems Power Pool
Issued on: December 21, 2001
Western Systems Power Pool First Revised Sheet No. 92
Rate Schedule FERC No. 6 Superseding Original Sheet No. 92
Engage Energy America LLC
Engelhard Power Marketing, Inc.
ENMAX Energy Corporation
ENMAX Energy Marketing Inc.
Enron Power Marketing, Inc.
Enserco Energy Inc.
Entergy Arkansas, Inc.
Entergy Gulf States, Inc.
Entergy Louisiana, Inc.
Entergy Mississippi, Inc.
Entergy New Orleans, Inc.
Entergy Power, Inc.
Entergy Services, Inc. as agent for the Entergy Operating Companies
Entergy-Koch Trading, LP
Equitable Power Services Co.
Eugene Water & Electric Board
Exelon Generation Company, LLC
Farmington, City of
Federal Energy Sales, Inc.
FPL Energy Power Marketing Inc.
Golden Spread Electric Cooperative
Grand River Dam Authority
Hafslund Energy Trading, LLC
Hetch-Hetchy Water & Power
Hinson Power Co., LLC
Howard Energy Co., Inc.
IDACORP Energy L.P.
Idaho Power Company
IGI Resources, Inc.
Illinova Energy Partners, Inc.
Imperial Irrigation District
Industrial Energy Applications, Inc.
InterCoast Power Marketing
J. Aron & Company
KAMO Electric Cooperative, Inc.
Kansas City Board of Public Utilities
Kansas City Power & Light
KN Energy Marketing
Lafayette Utilities System
LG&E Energy Marketing Inc.
Lincoln Electric System
Los Alamos County
Los Angeles Dept. of Water & Power
Louisiana Generating LLC
Louisville Gas & Electric Company
Maclaren Energy Inc.
Mason County PUD No. 3
McMinnville Water & Light
Merchant Energy Group of the Americas, Inc.
Merrill Lynch Capital Services, Inc.
Metropolitan Water District
MidAmerican Energy Company
MidCon Power Services Corp.
MIECO, Inc.
Minnesota Power, Inc.
Mirant Americas Energy Marketing, LP
Missouri Joint Municipal Electric Utility Comm.
Modesto Irrigation District
Morgan Stanley Capital Group, Inc.
M-S-R Public Power Agency
Municipal Energy Agency of Mississippi
Municipal Energy Agency of Nebraska
Nebraska Public Power District
Nevada Power Co.
New West Energy
NorthPoint Energy Solutions Inc.
Northern California Power Agency
Northern States Power Company
NP Energy Inc.
NRG Power Marketing Inc.
OGE Energy Resources, Inc.
Oklahoma Gas & Electric
Oklahoma Municipal Power Authority
Omaha Public Power District
ONEOK Power Marketing Company
Otter Tail Power Company
Pacific Gas & Electric Co.
Pacific Northwest Generating Coop.
PacifiCorp
PacifiCorp Power Marketing, Inc.
PanCanadian Energy Services
Pasadena, City of
PG&E Energy Services
PG&E Energy Trading - Power, L.P.
PG&E Power Services Company
Issued by: Michael E. Small, General Counsel to Effective: March 1, 2002
Western Systems Power Pool
Issued on: December 21, 2001
Western Systems Power Pool Sixth Revised Sheet No. 93
Rate Schedule FERC No. 6 Superseding Fifth Sheet No. 93
Phibro Inc.
Pinnacle West Capital Corporation
Plains Elec. Gen. & Trans. Coop. Inc.
Platte River Power Authority
Portland General Electric Co.
Power Exchange Corporation
Powerex
PPL Electric Utilities Corporation
PPL EnergyPlus, LLC
PPL Montana, LLC
Public Service Co. of NM
Public Service Co. of Colorado
Public Util. Dist. No. 1 of Douglas Cty.
Public Util. Dist. No. 1 of Franklin Cty.
PUD No. 1 of Chelan County
PUD No. 1 of Grays Harbor County
PUD No. 1 of Snohomish County
PUD No. 2 of Grant County
Puget Sound Energy
QST Energy Trading Inc.
Questar Energy Trading
Rainbow Energy Marketing Corporation
Redding, City of
Reliant Energy Services, Inc.
Rocky Mountain Generation Coop., Inc.
Roseville Electric
Sacramento Municipal Utility District
Salt River Project
San Diego Gas & Electric Co.
Seattle City Light
Sempra Energy Resources
Sempra Energy Solutions
Sempra Energy Trading Corp.
Sierra Pacific Power Co.
Southern Calif. Edison Co.
Southern California Water Company
Southern Company Services, Inc.
Southern Illinois Power Cooperative
Southwest Power Administration
Southwestern Public Service
Split Rock Energy LLC
Statoil Energy Trading, Inc.
Strategic Energy LLC
Sunflower Electric Power Corp.
Tacoma Power
Tenaska Power Services Co.
Tennessee Valley Authority
Texaco Energy Services
Texas-New Mexico Power Company
The Detroit Edison Co.
The Energy Authority
The Montana Power Company
The Power Company of America, LP
Tractebel Energy Marketing, Inc.
TransAlta Energy Marketing (US) Inc.
TransCanada Power, div. of TransCanada Energy Ltd.
Tri-State Generation and Transmission Assoc.
Tucson Electric Power
Turlock Irrigation District
TXU Energy Trading Company
Union Electric Company
Utah Associated Municipal Power Systems
UtiliCorp United
Vastar Power Marketing, Inc.
Vernon, City of
VIASYN, Inc.
Virginia Electric and Power Company
Vitol Gas & Electric LLC
WAPA-Colorado River Storage Project Management Center
WAPA-Desert Southwest Region
WAPA-Rocky Mountain Region
WAPA-Upper Great Plains Region
WAPA-Sierra Nevada Region
West Kootenay Power Ltd.
Western Farmers Electric Co-op
Western Power Services, Inc.
Western Resources, Inc.
Williams Energy Marketing & Trading Co.
WPS Energy Services, Inc.
XCEL Energy Services, Inc.
Issued by: Michael E. Small, General Counsel to Effective: March 1, 2002
Western Systems Power Pool
Issued on: December 21, 2001