20030514Said Exhibits.pdf

BEFORE THE
IDAHO PUBLIC UTiliTIES COMMISSION
Case No. IPC-O3-
Idaho Power Company
Exhibit No.
Gregory W. Said
MAY. 9.2003 3:01PM
45 Basin Creek Road
Bune., MontaD 59701
[phone]
[phone]
PPl ~U111: 4U6~33U20
REVISED CONFIRMA110N AGREEMENT
Date:
Seller:
8uyer:
May 9, 2003
PPL Montana, lie, by its authorized agent PPl EnergyPlus, LLC
Idaho Power Company
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This Confirmation Agreement is provided to confirm the oral agreement entered into between the Buyer and
Seller on May 7, 2003; whereby Seller agreed to sell and deliver to Buyer and Buyer agreed to purchase and
receiVe from Seller ftrm energy pursuant to the WSPP Agreement and service Schedule C, induding the attached
wspp Credit Annex dated 03/25/2003 and the following tenns and conditions:
Delivery Terms: Hour Ending (HE) 0700 through HE 2200 Pacific PrevaHing Time (PP1), Mondity through
Saturday, excluding Sundays and NERC Holidays.
Contract Term
And Quantity:June 1, 2004 through July 31, 2004
August 1, 2004 through August 31, 2004
June 1, 2005 through August 31, 2005
June I, 2006 through August 31, 2006
June 1, 2007 through August 31, 2007
June 1, 2008 through August 31, 2008
June 1, 2009 through August 31, 2009
83 MWh/hour
26 MWh/hour
83 MWhlhour
83 MWh/hour
83 MWh/hour
83 MWh/hour
83 MWh/hour
Price:
Total Price:
Total Quantity:
$44.50 per MWh
$26,601,744.
597 792 MWhs
70384 MWhs Total
10816 MWhs Total
103584 MWhs Total
103584 MWhs Total
103584 MWhs Total
102256 MWhs Total
103584 MWhs Total
Delivery Point: Seller's choice into NorthWestern Energy s transmission system (NWMT).
Special Provisions:
The Seller and Buyer agreed to the above transaction pursuant to and in accordance with the terms and
conditions of the WSPP Agreement and Service Schedule C, as amended and effective as of February 1, 2003,
including the attached WSPP Credit Annex dated 03/25/2003. and those additional terms and conditions provided
below:
1. Buyer will itcQuire and pay for NWMT to JefferSOn transmission servi~ induding losses on NorthWestern
Energy's transmiSsion system.
2. The Parties acknowledge that during the COntract Term of this Conflnnation Agreement, a third party could
bump" Buyer off of NorthWestern Energy's transmission system by requesting firm service of a longer
duration. If such an .went happens and as a consequence there is not sufficient transmission capcscity for
Buyer to accept delivery of energy into NWMT under this Confirmation Agreement. then upon written notice
of that fact to Seller, Seller shall at its sole discretion and on an annual election ba5is, either:
A. Attempt to beat such third party offer, and, in the event Seller is successful in obtaining such
transmtsslon rights on NorthWestern Energy's transmission system from NWMT to Jefferson, Seller
will deliver energy to Buyer at the Jefferson under this Confirmation Agreement, and Buyer shall be
responsible for paying to Seller the actual transmissiOn costs inOJrrm by seller related to such
transmission service during the deliVery months; OR
8. Deliver energy to Buyer at the Mid-C delivery point (the "Mid-c"), In which case Buyer agrees to
accept detivery of energy at the MId-C and to pay to seller an additional $6.00/MWh for energy
delivered to the Mid-c.
3. Upon execution of this Confirmation Agreement, Buyer shall pay a deposit to Seller in the amount of
$250,000.00. Buyer shall then have 60 days to seek Idaho Public Utility CommissIOn rIPUCj acceptance of
SSLD02.1034m EW AEWOllPCM
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 1 of 124
MAY. 9.2003 3:01PM
45 Basin Creek Road
Butte, MOI1lanI 59701
(406) S33-0770
[phone]
PPL BUTTE 4065330207 NO.4tljj ~. j
this Confirmation Agreement. If the IPUC issues a final order approving this Confirmation Agreement as
~bmitted (or with mutually ac.c.eptable changes) within the GO-day period, Seller shall, upon receipt of a
copy of such final order, refund the $250,000 to Buyer and this Confirmation Agreement shall become
effective. If lPUC does not accept this ConfirmatiOn Agreement as submitted (or with mutuiSlly etteptable
changes) within the 60-c:lay periOd then either Party may immediately terminate this Confirmation
Agreement by providing written notice to the other party, in which case Buyer wm forfeit the $250,000
deposit; provided, however, such termination shall occur, if it\. a"
, within 5 business days after the end of
such 60-day period.
upon receipt of this Confirmation Agreement, Buyer shaD notify Seller of its approval by executing and returning
the Confirmation Agreement by fax to [phone] within fwe (5) business days following rec2lpt.
This
COnfirmation Agreement shall be final and binding, whether or not signed or confirmed by Boyer, unless Buyer
advises Seller in writing of any inaccuracy within fIVe (5) business dctys following the receipt of this Confirmation
Agreement.
Buyer
Idaho Power Company
Seller
PPL Montana, LLC
By PPL EnergyPlus, LLc, Its Authorized Agent
5"~necf(/ ff1 'for:l
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Name: .:r ~t'LJW::,A 1'fe,r.,.-1
TItle ~"'(!'Si!Ck.rt C- ()C;f
Date: SUOJIO3
Signed: .
Name~ bswn M. Petritz
TIIIe:;j;f
TracflDO Control. Analvst
Date: .
SSLDO2-1034m
EWAEWOl Exhibit No.
IPC-O3-
G. Said, I PCo
Page 2 of 124
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Date: March 1, 2003
Idaho Power Company
Attn: Jason Keil, Manager - Credit Risk
1221 W. Idaho Street
Boise, Idaho 83702
Fax No. [phone]
LETTER AGREEMENT
This Letter Agreement provides for modifications to the Western Systems Power Pool Agreement ("WSPP Agreement"
as amended periodically with FERC approval, to which PPL Montana, LLC ("PPLM"), acting by and through its
authorized agent, PPL EnergyPlus, LLC, and Idaho Power Company ("IPC") are parties. Tenns used but not
defined herein shall have the meanings ascribed to them in the WSPP Agreement. In the event of any conflict between
the tenus of this Letter Agreement and the WSPP Agreement, the tenus of this Letter Agreement shall control.
NOW THEREFORE, in consideration of the promises and agreements that are set forth herein, PPLM and IPC agree asfollows:
Special Modifications
The Parties hereby agree that the WSPP Agreement (as is in effect on the date of this Letter Agreement, and as amended
and in effect at any time thereafter during the tenn of this Letter Agreement) is hereby amended and modified as follows
in respect of any Transactions between the Parties under and pursuant to the WSPP Agreement:
1. The following definitions are added to Section 4 of the WSPP Agreement:
Credit Ratine means, with respect to any entity, the rating assigned to such entity's unsecured, senior
long-tenn debt obligations (not supported by third party credit enhancements) or if such entity does not
have a rating for its senior unsecured long-tenD debt, then the rating then assigned to such entity as an
issues rating by S&P or Moody
Letter of Credit"means one or more irrevocable, transferable standby letters of credit from a major U.
commercial bank or a foreign bank with a U.S. branch office, with such bank having a credit rating of at
least "" from S&P or "A3" from Moody s, in a fonD acceptable to the party in whose favor the letter of
credit is issued. Costs of a Letter of Credit shall be borne by the applicant for such Letter of Credit.
Material Adverse Change" means (i) with respect to PPLM, (a) at any time of detennination, that all
amounts which would be included under members equity on an audited consolidated balance sheet at any
time in accordance with GAAP, shall not be less than $250 000 000.00.or (ii) with respect to IPC, its long-
tenn, senior, unsecured debt obligations (not supported by third party credit enhancement) are (a) rated by
S&P below "BBB-, (b) rated by Moody s below "Baa3", or (c) not rated by either Moody s or S&P.
Moody " means Moody s Investor Services, Inc. or its successor.
Perfonnance Assurance " means collateral in the fonn of cash, Letters of Credit, or other security acceptable in
fonn and in substance to the Party requesting the Perfonnance Assurance.
S&P"means the Standard & Poor s Rating Group (a division ofMcGraw-HiIl, Inc.) or its successor.
Exhibit No.
IPC-O3-
Go Said , (PCo
Page 3 of 124
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Subsection 2 1.3 (a)(3) of the WSPP Agreement is deleted in its entirety and replaced with the following:
Notwithstanding any provision in the Agreement to the contrary, the Non-Perfonning Party shall pay any amount
due from it under this Section 21.3 within five (5) Business Days of the date the Non-Perfonning Party receives an
invoice for such amounts.
Subsection 22.1 (d) of the WSPP Agreement is deleted and replaced by the following:
(d) the occurrence of a Material Adverse Change at any time with respect to the Defaulting Party;
provided that such Material Adverse Change shall not be considered an Event of Default if within three (3)
Business Days after the occurrence of such Material Adverse Change, the Defaulting Party establishes and
maintains for so long as the Material Adverse Change is continuing, Perfonnance Assurance to the Non-
Defaulting Party, in an amount equal to the sum of (in each case rounding upwards for ill1Y fractional
amount to the next $250 000): (a) the Non-Defaulting Party s Tennination Payment plus (b) if the Non-
Defaulting Party is the Seller under any outstanding transactions, the aggregate of the amounts Seller is
entitled to receive under such transactions; or
(e) the Defaulting Party fails to establish, maintain, extend or increase Perfonnance Assurance when
required pursuant to this Agreement; or
(f) with respect to IPC or IPC's Guarantor , the occurrence and continuation of a default or other similar
condition or event under one or more agreements or instruments, individually or collectively, relating to
indebtedness for borrowed money which in aggregate is in excess of $50,000,000.00, which results in such
indebtedness becoming immediately due and payable; or
(g) with respect to PPLM, the occurrence and continuation of a default or other similar condition or event
under one or more agreements or instruments, individually or collectively, relating to indebtedness for
borrowed money which in aggregate is in excess of $20,000,000., which results in such indebtedness
becoming immediately due and payable.
5. Section 22.2 of the WSPP Agreement is amended by deleting the fust two sentences and replacing them with the
following sentence:
If an Event of Default occurs and is continuing, the Non-Defaulting Party shall possess the right, upon written
notice (by facsimile or other reasonable means) to the Defaulting Party, such notice oftennination to be effective
immediately upon receipt, to tenninate and liquidate all transactions between the Parties under this Agreement
withhold payments due to the Defaulting Party under this Agreement, and suspend perfonnance.
Section 22.3(d) of the WSPP Agreement is amended by replacing the reference to "Section 33.2(c)" in the second to
last paragraph to "Section 22.3(c)"
Section 24 of the WSPP Agreement is deleted and replaced with the following:
This Agreement and any Confinnation Agreement shall be governed by and construed in accordance with the laws
of the State of New York, without regard to conflicts oflaws principles.
Section 27 of the WSPP Agreement is deleted and replaced with the following:
27.
\.
Financial Statements.If requested by IPC, PPLM shall deliver (i) within 120 days following the end of
each fiscal year, a copy of PPLM's annual report containing audited consolidated fmancial statements for such
fiscal year and (ii) within 60 days after the end of each of its fust three fiscal quarters of each fiscal year, a copy of
its quarterly report containing unaudited consolidated financial statements for such fiscal quarter. In all cases the
statements shall be for the most recent accounting period and prepared in accordance with generally accepted
accounting principles; provided, however, that should any such statements not be available on a timely basis due
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 4 of 124
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to a delay in preparation or certification, such delay shall not be an Event of Default so long as PPLM diligently
pursues the preparation, certification and delivery of the statements.
27.2. Financial Statements.If requested by PPLM, IPC shall deiiver (i) within 120 days following the end of each
fiscal year, a copy of IPC's or IPC's Guarantor annual report containing audited consolidated financial statements
for such fiscal year and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year,
a copy of IPc.'s or IPC's Guarantor quarterly report containing unaudited consolidated fmancial statements for
such fiscal quarter. In all cases the statements shall be for the most recent accounting period and prepared in
accordance with generally accepted accounting principles; provided, however, that should any such statements not
be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of
Default so long as IPC diligently pursues the preparation, certification and delivery of the statements.
27.3. Collateral.If at any time and from time to time during the tenn of this Agreement (and notwithstanding
whether an Event of Default has occurred):
(a) with respect to PPLM, if the Tennination Payment that would be owed to IPC in respect of all transactions
then outstanding exceeds $5 000 000.00 (the "PPL Collateral Threshold"
(b) with respect to IPC, if the Tennination Payment that would be owed to PPLM in respect of all transactions
then outstanding exceeds $ I O OOO,OOO.OO(the "IPC Collateral Threshold"
then, IPC or PPLM, as the case may be (the "Beneficiary Party") as the Beneficiary Party on any Business
Day, may request the other Party (the "Posting Party") to provide Perfonnance Assurance (in such fonn as
selected by the Posting Party), in an amount equal to the amount by which the Tennination Payment
exceeds the relevant Collateral Threshold (rounding upwards for fractional amount to the next
$250 000), or such other collateral as may be reasonably acceptable to the Beneficiary Party. The
Perfonnance Assurance shall be delivered within two (2) Business Days of the date of such request. On any
Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to
cash) the Posting Party, at its sole cost, may request that such Perfonnance Assurances be reduced
correspondingly to the amount of such excess Tennination Payment. For purposes of this Section 27., the
calculation of "Tennination Payment" shall include all amounts owed but not yet paid by one Party to the
other Party whether or not such amounts are then due, for perfonnance already provided pursuant to any
and all Transactions.
IPC Collateral Threshold shall be: $10 000 000.00; provided, however, that IPC's Collateral Threshold shall be zero if
an Event of Default or Potential Event of Default with respect to IPC has occurred and is continuing.
PPLM Collateral Threshold shall be: $5,000 000.00; provided, however, that PPLM's Collateral Threshold shall be zero
if an Event of Default or Potential Event of Default with respect to PPLM has occurred and is continuing.
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 5 of 124
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27.4 Grant of SecuritY InterestlRemedies . To secure its obligations under this Agreement and to the extent either or both
Parties deliver Performance Assurance hereunder, each Party (a "Pledgor ) hereby grants to the other Party (the
Secured Party") a present and continuing security interest in, and lien on (and right of setoff against), and assignment of
all cash coIlateral and cash equivalent coIlateral and any and all proceeds resulting therefrom or the liquidation thereof,
whether now or hereafter held by, on behalf of, or for the benefit of, such Secured Party, and each PPLM agrees to take
such action as the other Party reasonably requires in order to perfect the Secured Party s first-priority security interest in
and lien on (and right of setoff against), such coIlateral and any and all proceeds resulting therefrom or from the
liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an
Event of Default, the Non-Defaulting Party may do anyone or more of the foIlowing: (i) exercise any of the rights and
remedies of a Secured Party with respect to all Performance Assurance, including any such rights and remedies under
law then in effect; (ii) exercise its rights of setoff against any and all property of the Defaulting Party in the possession of
the Non-Defaulting Party or its agent; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iv)
liquidate all Performance Assurance then held by or for the benefit of the Secured Party free from any claim or right of
any nature whatsoever of the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting
Party. The Secured Party shaIl apply the proceeds of the collateral realized upon the exercise of any such rights or
remedies to reduce the Pledgor s obligations under this Agreement (the Pledgor remaining liable for any amounts owing
to the Secured PPLM after such application), subject to the Secured Party's obligation to return any surplus proceeds
remaining after such obligations are satisfied in fulL"
WHEREAS, the Parties have executed this Letter Agreement, as an amendment to the Western Systems Power Pool
Agreement, effective as of the date first set forth above.
By:~"J.f.,
its authorizedIdaho Power Company
Name:ua. r r\t ~d'C,
;,;,,
0 I(e;:. ?;e'i:.;.\~.. +- ,e. FD C\.t\.d. Tn:('..o;.......'HTitle:
Exhibit No.
IPC-E-O3-
G. Said, IPCo
Page 6 of 124
Western Systems Power Pool.
Rate Schedule FERC No.
Western Systems Power Pool
Agreement
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 3, 2002
Effective: February 2003
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 7 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No.
TABLE OF CONTENTS
PAGE
PARTIES ........................................................."'.'.".'."..""".'.........'......."...'."'..".'............
RECITALS "..,.....,.",...,.,.....,...,..."".............."....................................................................
AGREEMENT .........................................................'.'."....'.'...'..."..'....."'.....""'.".'."."."...
DEFrnITIONS..............................................,...,..,."..,..,.,....,.,.,...............,...."..".................
TERM AND TERMmA TION ."....",...."."""""."."""..".,."....,...""."".."""."................
SERVICE SCHEDULES AND WSPP DEFAULT TRANSMISSION TARIFF .............
HlJB AND OPERATIN"G AGENT ...................................................................................
ORGANIZATION AND ADMINISTRATION ................................................................
PAYMENTS ............................................................"..'..................'...........'.""'.""'.".......
10.UNCONTROLLABLE FORCES......................................................................................
11.WAIVERS .........................................................................................................................
12.NOTICES...........................................................................................................................
13.APPROVALS ....................................................................................................................
14.TRANSFER OF IN"TEREST IN AGREEMENT ..............................................................
15.SEVERABILITY..... ........
... ............................ '."""'..'.'.. ... ........... ......................... ..... .......
16.MEMBERSlIIP ...'...". .........
................. ..... ..... ... ""'.... ....... '...'.'....".""..". ................... .......
17.RELATIONSlIIP OF PARTIES........................................................................................
18.NO DEDICATION OF FACILITIES
............ ............. ....... ""."'" .............. .......................
.30
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15, 2000.
Effective: July 1 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 8 of 124
Western Systems Power Pool
Rate Schedule FERC No.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
. First Revised Sheet No.
Superseding Original Sheet No.
T ABLE OF CONTENTS
PAGE
NO RETAIL SERVICES...................................................................................................
TlIIRD PARTY BENEFICIARIES """"'."."""".'.'.'."'."""""'....".."'."""""""."...........
LIABIl.ITY AND DAMAGES ".",.,."""""""",...,.""..",..,..""""""................................
DEFAULT OF TRANSACTIONS UNDER TillS AGREEMENT AND
CONFIRMATION AGREEMENTS """""".".'..""""""""""...'."""".""........................
OTlffiR AGREEMENTS ..................................................................................................
GOVERNING LA W..........................................................................................................
JUDGMENTS AND DETERMINATIONS...... .............
..... ........................ ............ .........
.43
COMPLETE AGREEMENT .............................................................................................
CREDITWORTlIINESS ...................................................................................................
NETTING ,..",.,.",."....",..."...,.",..,..."."."..",....................................................................
TAXES ,."""...."",.""...."."",.,....",.,..,.,.."""..................................................................47 A
CONFIDENTIALITY ........................................................................................................
TRANSMISSION TARIFF ...............................................................................................
32.TRANSACTION SPECIFIC TERMS AND ORAL AGREEMENTS .............................
33.PERFORMANCE, TITIE, AND WARRANTIES FOR TRANSACTIONS
UNDER SERVICE SClffiDULES ...,.............................................................................52A
34.DISPUTE RESOLUTION .",.,.""""",."""""""",."""""""""""......................................
35.FORWARD CONTRACTS...............................................................................................
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 21,2001
Effective: March 1 2002
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 9 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Third Revised Sheet No.
Superseding Second Revised Sheet No.
TABLE OF CONTENTS
PAGE
36.TRADE OP'fION EXCEP'fION """""""""""""""""""""""""""'"..............................
37.ADDITIONAL REPRESENT A TIONS AND WARRANTIES ........................................
38.F:LOATING PRICES """"""""""""""""""""""""""'"..................................................
39.AMENDMENT...............................................................................................................58B
40.EXECUTION BY COUNTERPARTS...........................................................................58C
41.WITNESS ..........................................................................................................................
EXHIBIT A: NETTING
EXHIBIT B: FORM OF COUNTERPARTY GUARANTEE AGREEMENT
EXHIBIT C: SAMPLE FORM FOR CONFIRMA nON
EXHIBIT D: WSPP MEDIATION AND ARBITRATION PROCEDURES
SERVICE SCHEDULES
ECONOMY ENERGY SERVICE
UNIT COMMITMENT SERVICE
FIRM CAPACITY /ENERGY SALE OR EXCHANGE SERVICE
LIST OF MEMBERS
Issued by: Michael E. Small , General Counsel to
Western Systems Power Pool
Issued on: December 21 2001
Effective: March 1 2002
Exhibit No.
IPC-03-
G. Said, IPCo
Page 10 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No.
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.
RECITALS:
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.
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
Western Systems Power Pool
Issued on: September 29,2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 2000.
Effective: July 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 11 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No.
Superseding Original Sheet No.
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.
AGREEMENT:
In consideration of the mutual covenants and promises herein set forth, the Parties
agree as follows:
DEFINITIONS:
The following terms, when used herein with initial capitalization, whether in the
singular or in the plural, shall have the meanings specified:
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.
Broker: An entity or person that arranges trades or brings together Purchasers and
Sellers without taking title to the power.
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.
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
Western Systems Power Pool
Issued on: December 21 2001
Effecti ve: March 1 , 2002
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 12 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Third Revised Sheet No.
Superseding Second Revised Sheet No.
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.
California ISO: The California Independent System Operator Corporation or any
successor organization.
Confinnation Agreement(s):Any oral agreement or written documentation for
transactions under the Service Schedules which sets forth tenns and conditions for
transactions that are in addition to, substitute, or modify those set forth in the
Agreement. A sample written confinnation document is included as Exhibit C.
Section 32 of this Agreement provides for such Confinnation Agreements. The
Parties may agree to modify tenns 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 Confinnation 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 ~ 32 of this
Agreement.
Contract Price: The price agreed to between the Seller and the Purchaser for a
transaction under the Agreement and any Confinnation Agreement.
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: July 2, 2002
Effective: September 1 , 2002
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 13 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Second Revised Sheet No. 6A
Superseding First Revised Sheet No. 6A
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.
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.
Costs: As defined in Section 22.3 of this Agreement.
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.
Determination Period: As defined in Section 38.2 of this Agreement.
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
Western Systems Power Pool
Issued on: July 2, 2002
Effective: September 1 2002
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 14 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Second Revised Sheet No.
Superseding First Revised Sheet No.
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.
ERCOT:Electric Reliability Council of Texas, Inc., the corporation that
administers Texas s power grid and is a regional reliability council.
Event of Default:As defined in Section 22.1 of this Agreement.
Executive Committee: That committee established pursuant to Section 8 of this
Agreement.
FERC: The Federal Energy Regulatory Commission or its regulatory successor.
Finn Capacity/Energy Sale or Exchange Service: Finn 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 Confinnation Agreement.
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 15 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: July 2, 2002
Effective: September 1 2002
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No.7 A
First Party: As defined in Section 27 of this Agreement.
Floating Price : As defined in Section 38.1 of this Agreement.
Gains: As defined in Section 22.3 of this Agreement.
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.
Guarantor: The entity providing a guarantee pursuant to a Guarantee Agreement.
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 16 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: July 2, 2002
Effective: September 1 , 2002
Western Systems Power Pool
Rate Schedule FERC No.
Second Revised Sheet No.
Superseding First Revised Sheet No.
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.
Incremental Cost: The forecasted expense incurred by the Seller in providing an
additional increment of energy or capacity during a given hour.
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.
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.
11 b Losses: As defined in Section 22.3 of this Agreement.
11c Market Disruption Event: As defined in Section 38.2 of this Agreement.
11d NERC:North American Electric Reliability Council or any successor
organization.
11e Non-Defaulting Party: As defined in Section 22.1(a) of this Agreement.
1H Non-Perfonnin~ Party: As defined in Section 21.3(a) of this Agreement.
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: July 2 2002
Effective: September 2002
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 17 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 8A
11g Non-Standard Confirmation Provisions As defined in Section 32.5 of this
Agreement.
New York Mercantile Exchange, the physical commodity futures11h NYIvlEX:
exchange and a trading forum for energy and precious metals.
Operating Agent: Arizona Public Service Company, or its successor as may be
designated by the Executive Committee.
Operating Committee: That committee established pursuant to Section 8 of this
Agreement.
13a Party or Parties: As defined in Section 1 of this Agreement.
13b Performing Party:As defined in Section 21.3(a) of this Agreement.
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: July 2, 2002
Effective: September 1 2002
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 18 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No.
Superseding Original Sheet No.
Power Marketer: An entity which buys, sells, and takes title to electric energy,
transmission and/or other services from traditional utilities and other suppliers.
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 tenns set forth in the
Confinnation 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 according to the price and exercise tenns set forth in the
Confinnation Agreement.
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 Confinnation
Agreement.
14c Present Value Rate: As defined in Section 22.3(b) of this Agreement.
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 Confinnation Agreement.
Qualifying Facility: A facility which is a qualifying small power production
facility or a qualifying cogeneration facility as these tenns 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.ER. ~~ 292.203-292.209; or a facility in Canada or
Mexico that complies with similar requirements.
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 19 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: July 2, 2002
Effective: September 1, 2002
Western Systems Power Pool
Rate Schedule FERC No.
Second Revised Sheet No. 10
Superseding First Revised Sheet No. 10
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 detennined by the Purchaser in a
commercially reasonable manner, at the delivery point (agreed upon by the Seller
and the Purchaser for the transaction).
16b Retail Entity retail aggregator or supplier or retail customer; provided
however, only those Retail Entities eligible for transmission service under the
FERC'pro fonna open access transmission tariff are eligible to become
members of the WSPP.
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 detennined by the
Seller in a commercially reasonable manner.
16d Second Party: As defined in Section 27 of this Agreement.
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 Confinnation Agreement.
Service Schedule: A schedule of services established pursuant to Section 6 of this
Agreement.Exhibit No.
IPC-03-
G. Said, IPCo
Page 20 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: July 2, 2002
Effective: September 1 , 2002
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. lOA
Superseding Original Sheet No. lOA
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.
18b Terminated Transaction: As defined in Section 22.2 of this Agreement.
18c Termination Payment:As defined in Section 22.2 of this Agreement.
18d Trading Day: As defined in Section 38.2 of this Agreement.
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 unites) for a specified period, in
Exhibit No.
IPC-O3-
G. Said. IPCo
Page 21 of 124
Issued by: Michael E. Small , General Counsel to
Western Systems Power Pool
Issued on: July 2 , 2002
Effective: September 1 2002
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No.
Superseding Original Sheet No. 11
accordance with the Agreement, including Service Schedule B , and any
applicable Confirmation Agreement.
4.20a WSPP: The Western Systems Power Pool.
4.20b WSPP Default Transmission Tariff: The transmission tariff filed on behalf
WSPP Members with FERC as it may be amended from time to time.
20c WSPP Homepage : WSPP's internet web site, www.wspp.org.
TERM AND TERMINATION:
This Agreement shall become effective as of July 27 , 1991 when acceptance or
approvals required under Section 13.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 tennination 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 tenninated 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.
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 22 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: July 2 2002
Effective: September 1,2002
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 11A
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
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 23 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: July 2, 2002
Effective: September 1 , 2002
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 12
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.
SERVICE SCHEDULES AND WSPP DEFAULT TRANSMISSION TARIFF:
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
CapacitylEnergy 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
Western Systems Power Pool
Issued on: July 2, 2002
Effective:September 1 , 2002
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 24 of 124
Western Systems Power Pool
Rate Schedule FERC No.
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.
(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.
HUB AND OPERATING AGENT:
The Operating Agent shall act for itself and as agent for the Parties to carry out its
designated responsibilities under this Agreement.
The Operating Agent shall, as directed by the Operating Committee pursuant to
Section 8.2.4, and on behalf of the Parties, either (i) purchase or lease, and install
or have installed, operate and maintain the necessary equipment to operate the
Hub or (ii) contract for Hub services.
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338, et aI., issued September 15 2000.
Effective: July 1 2000
Exhibit No.
IPC-O3-
G. Said, !PCo
Page 25 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 14
The Operating Agent's estimated total costs to be incurred under Section 7.2 shall
be subject to review by the Operating Committee and approval by the Executive
Committee.
7.4 At least sixty (60) days prior to each calendar year that this Agreement is in
effect, the Operating Agent shall prepare a budget for said year of operation under
this Agreement a:qd shall submit same to the Operating Committee for review
and to the Executive Committee for approval. Subsequent budget revisions shall
be submitted to the Operating Committee for review and to the Executive
Committee for approval.
The Operating Agent shall perfonn other administrative tasks necessary to
implement this Agreement as directed by the Executive Committee.
Except as provided in Section 7., all Parties shall share equally in all costs of the
Operating Agent incurred under this Agreement, including but not limited to
initial FERC filing fees and any reasonable legal fees.
Each Party, in coordination with the Operating Agent, shall at its own expense
acquire, install , operate, and maintain all necessary software and hardware on its
system and the necessary communications link to the Hub to conduct transactions
under this Agreement.
The Operating Agent shall 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
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 , 2000.
Effective: July 1 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 26 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 15
month(s) to reflect recorded costs. Billing and payment of the Operating Agent's
costs shall otherwise be implemented in accordance with the provisions of Section
The Operating Agent, at reasonable times and places, shall make available its
records and documentation supporting costs for bills rendered under this
Agreement for the inspection of any Party for a period of time not to exceed two
(2) years from the time such bills were rendered.
A Party requesting review of the Operating Agent's records shall give the
Operating Agent sufficient notice of its intent, but in no event less than
thirty (30) days.
The requesting Party may perfonn this review using personnel from its
own staff or designate a certified public accounting finD for the purpose of
this review.
9.3 All costs incurred to perfonn this review shall be at the requesting Party
own expense.
9.4 The Party performing the reVIew shall not voluntarily release the
Operating Agent s records or disclose any infonnation contained therein to
any third party unless the written consent of the Operating Agent and the
Executive Committee has been obtained.
Upon the termination of this Agreement, unless otherwise directed by the
Executive Committee, the Operating Agent shall either dispose of any Hub
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 2000.
Effective: July 1 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 27 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 16
equipment which it has purchased, or have the right of first refusal to purchase
such equipment at original cost less depreciation, and shall apply any net proceeds
from the sale of the Hub equipment against its costs incurred under this
Agreement. The Operating Agent shall refund any excess proceeds equally to the
Parties.
ORGANIZATION AND ADMINISTRATION:
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.
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:
1.1 To establish sub-committees as it may from time to time deem necessary.
1.2 To review at least annually the service activities hereunder to ensure that
such activities are consistent with the spirit and intent of this Agreement.
1.3 To review any unresolved issues which may arise hereunder and endeavor
to resolve the issues.
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: September 29,2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338, et aI., issued September 15, 2000.
Effective: July 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 28 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 17
1.4 To review and approve the Operating Agent's annual budget under this
Agreement, and any revision thereto, within thirty (30) days of
recommendation by the Operating Committee.
1.5 To establish and approve any additional budgets under this Agreement as
may be deemed necessary.
1.6 To review and recommend to the Parties for approval any additions or
amendments to this Agreement, including Service Schedules.
To review and act on the application of an entity to become a Party to this
Agreement.
1.8 To designate a successor to the Operating Agent, if necessary.
1.9 To do such other things and carry out such duties as specifically required
or authorized by this Agreement; provided, however, that the Executive
Committee shall have no authority to amend this Agreement.
1.10 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.
1.11 To arrange for legal representation for filing this Agreement (and any
subsequent amendments) with FERC and supporting the Agreement (or
amendments) in any FERC proceeding, and for other purposes as required.
Operating Committee:
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338, et aI., issued September 15, 2000.
Effective: July 1 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 29 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 18
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.To establish, review, approve, or modify procedures and standard
practices, consistent with the provisions hereof, for the guidance of load
dispatchers and other operating employees in the Parties' electric systems
as to matters affecting transactions under this Agreement.
2 To submit to the Executive Committee any proposed new or revised
Service Schedules.
8.2.3 To establish, review, approve, or modify any scheduling or operating
procedures required in connection with transactions under this Agreement.
2.4 To direct the Operating Agent in matters governed by this Agreement.
5 To review and make recommendations to the Executive Committee for
approval of the Operating Agent's annual budget under this Agreement
including any proposed revisions thereto, within thirty (30) days of receipt
from the Operating Agent.
8.2.To review and recommend as necessary the types and arrangement of
equipment for intersystem communication facilities enhance
transactions and benefits under this Agreement.
To review the Operating Agent s estimated total costs of providing, having
provided or contracting for a Hub.
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 , 2000.
Effecti ve: July 1 , 2000
Exhibit No.
IPC-03-
G. Said
, (
PCo
Page 30 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 19
8 To review new member applications for membership to this Agreement
and make recommendations on said applications to the Executive
Committee.
8.2.9 To do such other things and can-y 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.
All matters which require Operating Committee or Executive Committee approval
as provided in this Agreement shall be by no less than ninety percent (90%)
affinnative agreement of the committee members present.
8.4 Unless otherwise agreed by all committee members, the chairperson of each
committee shall provide the other Parties at least ten (10) Business Days advance
notification of all committee meetings, including 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. Prior to the selection of a
chairperson the Operating Agent shall provide such advance notice for the initial
meeting of each committee.
Each Party shall give written notice to the other Parties of the name of its
designated representative and alternate representative (to act in the absence of the
designated representative) on each committee within thirty (30) days after the
execution of this Agreement. Notice of any change of representative or alternate
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et al., issued September 15, 2000.
Effective: July 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 31 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 20
Superseding Original Sheet No. 20
representative shall be given by written notice to the other Parties. Each Party
designated representative shall be authorized to act on its behalf with respect to
those committee responsibilities provided herein.
Each committee shall meet as necessary or at the request of any Party.
Each committee shall elect a chairperson and other officers at its first meeting.
PAYMENTS:
The accounting and billing period for transactions under Service Schedules to this
Agreement shall be one (1) calendar month, unless otherwise specified in a
Service Schedule agreed to through a Confinnation 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 Payments for amounts billed under Service Schedules hereto shall be paid so that
such payments are recei ved 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
Western Systems Power Pool
Issued on: May 2, 2001
Effective: July 1
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 32 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 20A
Amounts not paid on or before the due date shall be payable with interest accrued
at the rate of one percent (1 %) per month, or the maximum interest rate permitted
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 33 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: May 2, 2001
Effective: July 1 2001
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 21
Superseding Original Sheet No. 21
by law, if any, whichever is less, prorated by days from the due date to the date of
payment unless and until the Executive Committee shall determine another rate.
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 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 date of overpayment to the date of
refund unless and until the Executive Committee shall determine another rate.
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 first bill was delivered
for a specific transaction.
If a Party s records reveal that a bill was not delivered for a specific transaction
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 transactions, or
portions thereof, not billed within such two (2) year period.
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
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 34 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: May 2, 2001
Effective: July 2001
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 21A
of charges submitted hereunder for a period of two (2) years from the date the
first bill was delivered for a specific transaction completed under this Agreement.
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 35 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: May 2, 2001
Effective: July 1 2001
Western Systems Power Pool
Rate Schedule FERC No.
Second Revised Sheet No. 22
Superseding First Revised Sheet No. 22
Within a two (2) year period from the date the first bill was delivered under this
Agreement, any Party to that 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
Confinnation Agreement to the extent that a failure to perfonn its obligations under this
Agreement or any such Confinnation Agreement shall be due to an Uncontrollable Force.
The tenn "Uncontrollable Force" means an event or circumstance which prevents one
Party from perfonning 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, stonn, fire, lightning, epidemic, war, riot, civil disturbance
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 approvals from any governmental agency authority.
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 36 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 3, 2002
Effective: February 1 2003
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 22A
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
Western Systems Power Pool
Issued on: December 1 , 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338, et aI., issued September 15,2000.
Effective: February 2001
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 37 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 23
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
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et al., issued September 15 , 2000.
Effective: July 1 , 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 38 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 24
considered an Uncontrollable Force only if (a) the Party contracting for
transmission servIces shall have made arrangements with the entity providing
transmission service for finD 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 finD 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 perfonnance 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 Confinnation 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.Except for the oral notice provided for in Section 10 of this Agreement, any
fonnal notice, demand or request provided for in this Agreement shall be in
Issued by: Michael E. Small , General Counsel to
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 2000.
Effective: July 1 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 39 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 25
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.RESERVED
12.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.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.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 (BP A) pursuant to applicable statutory authority to use its existing
Exhibit No.
IPC-03-
G. Said, IPCo
Page 40 of 124
Issued by: Michael E. Small , General Counsel to
Western Systems Power Pool
Issued on: July 2, 2002
Effective: September 2002
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 25A
wholesale power and transmission rates or to adopt new rates , rate schedules, or
general rate schedule provisions for application under this Agreement and obtain
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 41 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: July 2, 2002
Effective: September 2002
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 26
interim or final approval of those rates from FERC pursuant to Section 7 of the
Pacific Northwest Electric Power Planning and Conservation Act, 16 D.C. Sec.
83ge, 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., 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
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15, 2000.
Effective: July 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 42 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 27
Superseding Original Sheet No. 27
confirmed and approved by FERC as specified in and subject to the conditions of
Section 13.
13.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 any rights under this Agreement any Confirmati on
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 43 of 12.!1
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: July 2, 2002
Effective: September 2002
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 27
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
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 44 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: July 2, 2002
Effective: September 1, 2002
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 28
Superseding Original Sheet No. 28
conditions of this Agreement and any Confinnation 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 tenDs, covenants or conditions of this Agreement or
any Confinnation Agreement, or the application of any such tenD, 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 tenDs, covenants or conditions of this
Agreement and the Confinnation 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 Confinnation Agreement.
16.MEMBERSIllP:
16.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 Exhibit No.
IPC-O3-
G. Said, IPCo
Page 45 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: May 2, 2001
Effective: July 1 2001
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 29
shall be responsible for any FERC filing necessary for it to implement its
performance under this Agreement.
16.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 Operating Agent incurred hereunder.
17.RELATIONSIllP OF PARTIES:
17.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 anyone 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
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 2000.
Effective: July 1 , 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 46 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Second Revised Sheet No. 30
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
this Agreement, no Party shall have a right or power to bind another Party without
its express written consent.
18.NO DEDICATION OF FACll..ITIES:
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 tennination 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.TlllRD 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.
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 47 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: July 2, 2002
Effective: September 2002
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 30A
Superseding Original Sheet No. 30A
ALL OTHER DAMAGES OR REl\tIEDIES 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.
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 48 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: July 2, 2002
Effective: September 1 , 2002
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 31
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 Band 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
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 49 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 3, 2002
Effecti ve: February 1, 2003
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 31A
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
Exhibit No.
IPC-03-
G. Said, IPCo
Page 50 of 124
Issued by: Michael E. Small , General Counsel to
Western Systems Power Pool
Issued on: December 3, 2002
Effective: February 1 2003
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 32
Party ) shall be entitled to receive from the Non-Perfonning Party an
amount calculated as follows (unless performance is excused
Uncontrollable Forces as provided in Section 10, the applicable Service
Schedule, or by the Perfonning 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
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 , 2000.
Effective: July 1 2000
Exhibit No.
IPC-O3-
G. Said, (PCo
Page 51 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 33
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
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 Perfonning Party under open
access transmission tariffs due to the non-performance.
Exhibit No.
IPC-O3-
G. Said , (PCo
Page 52 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 3, 2002
Effective: February 1 2003
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 33A
Superseding Original Sheet No. 33A
(4)The Non-Perfonning 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 Confinnation
Agreement if the Parties agreed to revise the billing period in
Section 9.
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 53 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 3, 2002
Effective: February 2003
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 34
(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., 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
CONFIRMA nON AGREEMENTS:
UNDER THIS AGREEMENT AND
22.EVENTS OF DEFAULT
An "Event of Default" shall mean with respect to a Party ("Defaulting Party
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: September 29,2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 2000.
Effective: July 1 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 54 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 35
Superseding Original Sheet No. 35
(a)the failure by the Defaulting Party to make, when due, any payment
required pursuant to this Agreement or Confinnation 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 deli very to such contact
person; or
(b)the failure by the Defaulting Party to provide clear and good title as
required by Section 33., 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;
(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 perfonn all of its outstanding material obligations to the Non-
Defaulting Party under the Agreement or Confinnation Agreement
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 1 , 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 2000.
Effective: February 2001
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 55 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Second Revised Sheet No. 36
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 watTanty 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 bankruptcy, reorganization
moratorium, liquidation or similar insolvency proceeding or other
relief under any bankruptcy or insolvency law affecting creditor
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
Western Systems Power Pool
Issued on: July 2, 2002
Effective: September Exhibit No.
IPC-O3-
G. Said, IPCo
Page 56 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Second Revised Sheet No. 36A
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.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
Western Systems Power Pool
Issued on: December 3 2002
Effective: February 1
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 57 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 36B
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 tenninated
transaction ("Terminated Transaction ) for the time period beginning at the time
notice of termination under this Section 22 is received.Prior to receipt
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 58 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 3, 2002
Effective: February 1 2003
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 37
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
Confinnation 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 Confinnation 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 LIQUIDA nON CALCULATION OPTIONS
The Non-Defaulting Party shall calculate the Termination Payment as
follows:
(a)The Gains and Losses shall be detennined by comparing the value of the
remaining tenn, transaction quantities, and transaction prices under each
Tenninated 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
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission , Docket Nos.
EROO-3338 et aI., issued September 15, 2000.
Effective: July 1 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 59 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 38
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 tenn 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 tenn of the Tenninated 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
Western Systems Power Pool
Issued on: July 2, 2002
Effective: September 1 Exhibit No.
IPC-03-
G. Said, IPCo
Page 60 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 39
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
Western Systems Power Pool
Issued on: December 3 , 2002
Effective:February 1 , 2(
Exhibit No.
IPC-O3-
G. Said
, '
PCo
Page 61 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 39A
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 tenn 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 tenn 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 detennining 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.required for disputes as to the methodology if
mediation is unsuccessful.Exhibit No.
IPC-O3-
G. Said, IPCo
Page 62 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 3 , 2002
Effective: February 1 , 2003
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 39B
Superseding Original Sheet No. 39B
(ii)This Section 22.3(e) and the rights and obligations under it shall
survive tennination 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 Tennination
Payment and the Parties cannot otherwise resolve their differences, the calculation
issue shall be submitted to informal dispute resolution as provided in Section 34.
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 63 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 3 , 2002
Effective: February 1 2003
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 40
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 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
Western Systems Power Pool
Issued on: July 2, 2002
Effective: September
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 64 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 41
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.l 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., shall be liable
for all costs, including costs of collection and reasonable attorney fees
plus interest as provided in Section 22.Al 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
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 , 2000.
Effective: July 1 , 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 65 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 42
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.
22A.4 Upon revocation of the rights of a defaulting Party under this Agreement
Operating Agent costs hereunder shall be equally shared among the
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 , 2000.
Effective: July 2000
Exhibit No.
IPC-E-O3-
G. Said, IPCo
Page 66 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 43
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 LA W:
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
Western Systems Power Pool
Issued on: July 2 , 2002
Exhibit No.
, IPC-O3-
Effective: September G. Said, IPCo
Page 67 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 44
the Executive Committee pursuant to Section 16 , that Party s or the Executive
Committee s detennination 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 and any
Confirmation Agreement (after the transaction is agreed to or begins), 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
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission , Docket Nos.
EROO-3338 et aI., issued September 15 , 2000.
Effective: July 1 2000
Exhibit No.
IPC-O3-
G. Said
, '
PCo
Page 68 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 45
(consistent with Section 21.3 of this Agreement) if the Second Party were to fail to
perfonn its obligations. Events which may trigger the First Party questioning the Second
Party s creditworthiness, financial responsibility, or perfonnance 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 perfonn or defaulting under other contracts.
(2)The Second Party has exceeded any credit or trading limit set out in the
Confinnation 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 perfonn under this Agreement or any Confinnation
Agreement occur.
If the Second Party fails to provide such reasonably satisfactory assurances of its
ability to perfonn 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
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15, 2000.
Effective: July 1 , 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 69 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 46
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.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 Confinnation
Agreements.
28.Parties shall net payments (associated with transactions under this Agreement and
Confinnation Agreement) in accordance with Exhibit A, if such Parties have
executed the fonn 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
Western Systems Power Pool
Issued on: December 21 2001
Effecti ve: March 1, 2002
Exhibit No.
IPC-03-
G. Said, IPCo
Page 70 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 47
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). 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 Confinnation Agreement
or some other agreement set out specific tenDS relating to the implementation of
the netting in addition to or in lieu of Exhibit A.
Issued by: Michael E. Small , General Counsel to
Western Systems Power Pool
Issued on: December 21 2001
Effective: March 1 , 2002
Exhibit No.
IPC-E-O3-
G. Said
, '
PCo
Page 71 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 47 A
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
Western Systems Power Pool
Issued on: December 21, 2001
Effective: March 1 2002
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 72 of 124
Western Systems Power Pool
Rate Schedule FERC No.
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 hannless 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:
The terms of any transaction under the Service Schedules 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 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
Western Systems Power Pool
Issued on: September 29, 2000 E h. .Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos. ERC IP~~~~O
~~' 1
3338 et aI., issued September 15, 2000. G. Said, IPCo
Page 73 of 124
Effective: July 1 2000
Western Systems Power Pool
Rate Schedule FERC No.
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; or (6) necessary to obtain transmission service. 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).
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.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
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
3338, et aI., issued September 15 2000.
Effective: July 1, 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 74 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Third Revised Sheet No. 50
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.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 the Parties considered invalidated
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: July 2, 2002
Effective: September Exhibit No.
IPC-O3-
G. Said
, (
PCo
Page 75 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 50A
Superseding Original Sheet No. 50A
before and during the time period the confinnation process is ongoing and no
final Confinnation Agreement under these procedures or through mutual
agreement has been reached.
Exhibit No.
IPC-O3-
G. Said
, '
PCo
Page 76 of 124
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 21 2001
Effective: March 1,2002
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 51
32.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.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., then the term or terms of the Agreement, which the Parties could not
Issued by: Michael E. Small , General Counsel to
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 2000.
Effective: July 1 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 77 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Second Revised Sheet No. 52
Superseding First Revised Sheet No. 52
reach agreement to modify or change or which are not considered modified
pursuant to Section 32., 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.When a Confirmation Agreement contains Non-Standard Confirmation Provisions
which are provisions other than those set forth in paragraphs (a) - (1) 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.Other Products and Service Levels:The Parties may agree to use a
product/service level defined by a different agreement (e., the California ISO
tariff, the ERCOT agreement or the EEl 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
Western Systems Power Pool
Issued on: July 2, 2002
Effective: September 2002
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 78 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 52A
ascribed to them in the different agreement or in the applicable confinnation
notice or agreement.
32.Written confirmation pursuant to this Section 32 may be provided in electronic
fonnat so long as the Parties to the affected transaction or transactions have
agreed on the procedures and fonnat for doing so.
33.PERFORMANCE, TITLE AND WARRANTIES FOR TRANSACTIONS UNDER
SERVICE SCHEDULES:
33.Perfonnance
33.1.1 The Seller shall deliver to the delivery point(s) as agreed to in the
applicable Confinnation Agreement and sell to the Purchaser in
accordance with the tenns of the Agreement and such Confinnation
Agreement.
33.1.2 The Purchaser shall receive and purchase the Contract Quantity, as agreed
to by the Parties in the applicable Confinnation Agreement, at the delivery
point(s) and purchase from the Seller in accordance with the tenns of the
Agreement and such Confinnation Agreement.
33.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 Confinnation Agreement;
provided, however, with regard to federal agencies or parts of the United States
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 21 2001
Effective: March 1 2002
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 79 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 53
Government, title to and risk of loss shall pass to Purchaser to the extent
pennitted 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 IMPLIED,INCLUDING ANY
WARRANTY MERCHANT ABILITY FITNESS FOR
PARTICULAR PURPOSE.
34.DISPUTE RESOLUTION:
34.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
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et at, issued September 15, 2000.
Effective: July 1,2000
Exhibit No.
IPC-03-
G. Said, IPCo
Page 80 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 54
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
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 , 2000.
Effective: July 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 81 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 55
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.
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. ~ 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 Confinnation Agreement.
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: September 29,2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338, et aI., issued September 15 2000.
Effective: July 1 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 82 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 56
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.FORW ARD 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. g 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
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15, 2000.
Effective: July 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 83 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 57
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.ADD ITI 0 N AL REPRESENT A TIO N S 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
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission , Docket Nos.
EROO-3338 et aI., issued September 15 , 2000.
Effective: July 1 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 84 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 58
Superseding Original Sheet No. 58
38.FLOATING PRICES:
38.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.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
Western Systems Power Pool
Issued on: December 21 2001
Effective: March 1 2002
Exhibit No.
IPC-O3-
G. Said. IPCa
Page 85 of 12~
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 58A
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 pnce 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
Western Systems Power Pool
Issued on: December 21 2001
Effective: March 2002
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 86 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 58B
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.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.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.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
Western Systems Power Pool
Issued on: December 3 , 2002
Effective: February 1 2003
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 87 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. S8C
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 Confinnation 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
Western Systems Power Pool
Issued on: December 3 2002
Effective: February 1 , 2003
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 88 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 59
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:
wspp\WSPP Agreement 07-01-02 edits nonredlined version. doc
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 21 , 2001
Effective: March 1 2002
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 89 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 60
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 tenDS 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 Confinnation 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 ofWSPP Member
Signature of Authorized
Representati ve
Date of Execution
Issued by: Michael E. Small , General Counsel to
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15, 2000.
Effective: July 1,2000
Exhibit No.
IPC-03-
G. Said, IPCOPage 90 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 61
(WSPP SAMPLE FORM - PARTIES ARE FREE TO USE THIS OR DISREGARD IT.
EXHIBIT B
FORM OF COUNTERP ARTY 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
confinnation agreements! (collectively "Agreements ) with rCompanv Narnel 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
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15,2000.
Effective: July 1 2000
Exhibit No.
IPC-O3-
G. Said, (PCo
Page 91 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 62
exceed the cap in Section I(b), damages , costs, except that Guarantor shall be required to pay
reasonable attorney fees.
(b)
u.S. Dollars (
The aggregate liability of the Guarantor shall not exceed (-) Million
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.
REPRESENT A TIONS 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 tenns 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 tenns, 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 tenn 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
Western Systems Power Pool
Issued on: September 29,2000
Filed to comply with order of the Federal Energy Regulatory Commission , Docket Nos.
EROO-3338 et aI., issued September 15 2000.
Effective: July I, 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 92 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 63
6. W ANERS . 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
telecopier, as follows:
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338, et aI., issued September 15, 2000.
Effective: July 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 93 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 64
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 TillS 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
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15, 2000.
Effective: July 1 2000
Exhibit No.
IPC-O3-
G. Said
, '
PCo
Page 94 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Second Revised Sheet No. 65
Superseding First Revised Sheet No. 65
EXHIBIT C
SAMPLE FORM FOR CONFIRMATION
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)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(1)
Seller:
Purchaser:
Period of Delivery: From _To -
Schedule (Days and Hours):
Deli very Rate:
Delivery Point(s):
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.
Contract Quantity: Total MWhrs.
Contract or Strike Price:
Transmission Path for the Transaction (If Applicable):
Date of Agreement if different:
Additional Infonnation 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
Special Tenns and Exceptions:
See Attachment A
(Describe Product)
(m)
(Special Tenns and Exceptions shall be shown on an Attachment to this Confinnation.
Name of Trader for SellerName of Trader for Purchaser
Effective: March 2002Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 21 2001 Exhibit No.
IPC-O3-
G. Said, IPCo
Page 95 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 66
Authorized Signature
for Purchaser
Authorized Signature
for Seller
Date Date
Effective: July 1,2000Issued by: Michael E. Small , General Counsel to
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15, 2000.
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 96 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 67
EXHIBIT D
WSPP MEDIATION AND ARBITRATION PROCEDURES
MEDIA TION
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
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338, et aI., issued September 15, 2000.
Effective: July 1 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 97 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 68
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
fonnal mediation pursuant to Section 34.1 of the WSPP Agreement. The member
initiating such mediation shall do so by Serving written notice to the Chainnan 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.
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 Chainnan of the WSPP's Operating Committee, and the WSPP's General
Counsel.
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
Western Systems Power Pool
Issued on: September 29,2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 , 2000.
Effective: July 1,2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 98 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 69
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
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.
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.
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
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15, 2000.
Effective: July 1 , 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 99 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 70
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.
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.
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
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15, 2000.
Effective: July 2000
Exhibit No.
IPC-03-
G. Said. IPCo
Page 100 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 71
II.ARBITRATION
Initiating Arbitration. A WSPP member which initiates Arbitration pursuant to
Section 34.2 of the WSPP Agreement shall do so by Serving the Chainnan 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.
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 Chainnan of the WSPP Operating
Committee, and the WSPP General Counsel.
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
Western Systems Power Pool
Issued on: September 29,2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15,2000.
Effective: July 1 2000
Exhibit No.
IPC-03-
G. Said, IPCo
Page 101 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 72
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.
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.
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
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 2000.
Effective: July 1 , 2000
Exhibit No.
IPC-03-
G. Said, I PCo
Page 102 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 73
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.
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 infonnation
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 refelTed 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.
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
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15, 2000.
Effective: July 2000
Exhibit No.
IPC-03-
G. Said, IPCo
Page 103 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 74
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. stenographic
record of the Arbitration shall be kept.
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
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15, 2000.
Effective: July 2000
Exhibit No.
IPC-03-
G. Said, IPCo
Page 104 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 75
remedies he may order so long as any arbitration award is consistent with the
provisions and limitations of the WSPP Agreement and any applicable
Confinnation Agreement with respect to the liability and damages of any Party;
provided, however, upon agreement of the Parties to the dispute, the Arbitrator
choice of remedies may be limited.
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
Confidentiality. Any Arbitration or Mediation shall be confidential as provided
in Section 34.4 of the WSPP Agreement.
Costs. Costs shall be borne by Parties as provided in Section 34.of the WSPP
Agreement.
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 2000.
Effective: July 1 2000
Exhibit No.
IPC-03-
G. Said, 'PCo
Page 105 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 76
Restrictions on Lawsuits.Each Party shall be subject to the restrictions
provided in Section 34.2 of the WSPP Agreement.
Attorney-Client/Attorney Workproduct. The Arbitrator or Mediator shall not
take any action which would result in disclosure of infonnation in violation of the
attorney-client privilege or attorney workproduct doctrine.
IV.DEFINITIONS
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.
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.
Business Days. Defined as in the WSPP Agreement.
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.
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
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338, et aI., issued September 15 2000.
Effective: July 1 , 2000
Exhibit No.
IPC-03-
G. Said, IPCo
Page 106 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 77
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.
WSPP Representative. The Chainnan 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
Western Systems Power Pool
Issued on: September 29,2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338, et aI., issued September 15 2000.
Effective: July 1 2000
Exhibit No.
IPC-03-
G. Said, IPCo
Page 107 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 78
SERVICE SCHEDULE A
ECONOMY ENERGY SERVICE
PARTIES:
This Service Schedule is agreed upon as a part of this Agreement by the Parties.
PURPOSE:
The purpose of this Service Schedule is to define additional specific procedures, terms
and conditions for requesting and providing Economy Energy Service.
TERMS:
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.
3.2 Scheduling of Economy Energy Service hereunder shall be a responsibility of the
Parties involved.
3.3 Each SellerlPurchaser 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
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338, et aI., issued September 15, 2000.
Effective: July 1 2000
Exhibit No.
IPC-03-
G. Said, IPCo
Page 108 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 79
holidays, and communicate this infonnation to all other Parties via the Hub.
Purchasers shall arrange purchases directly with Sellers, and shall be responsible for
transmission arrangements.
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-6 and 3.7 and subject to change by mutual agreement between
dispatchers or schedulers due to system changes.
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-7 in either ofthe 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 US.c. g 824(e).
Except as provided for in Section A-6, the price shall not exceed the Seller
forecasted Incremental Cost plus up to:$7.32fkWI month; $1.68fkW/week;
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 2000.
Effective: July 1 2000
Exhibit No.
IPC-03-
G. Said, IPCo
Page 109 of 124
W~stern Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 80
33.78f/,lkW/day; 14.07 millslkWh; or 21.11 millslkWh for service of sixteen (16)
hours or less per day.The hourly rate is capped at the Seller s forecasted
Incremental Cost plus 33.78f/,lkW/ 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
exceed that ratio provided for in Section C-7 of Service Schedule C. The Seller
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.
Unless otherwise agreed, the Purchaser shall be responsible for maintaining
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 , 2000.
Effective: July 1 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 110 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 81
operating reserve requirements as back-up for Economy Energy Service purchased
and the Seller shall not be required to maintain such operating reserve.
9 Each Party that is a FERC regulated public utility as defined in A-6 shall file the
Confinnation Agreement with FERC for each transaction under this Service
Schedule with a tenD in excess of one year no later than 30 days after service begins
if that Party would have been required to file such Confinnation Agreements or
similar agreements with FERC under an applicable FERC accepted market based
rate schedule.
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15, 2000.
Effective: July 1 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 111 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 82
SERVICE SCHEDULE B
UNIT COMMITMENT SERVICE
PARTIES:
This Service Schedule is agreed upon as part of this Agreement by the Parties.
PURPOSE:
The purpose of this Service Schedule is to define additional specific procedures, terms
and conditions for requesting and providing Unit Commitment Service.
TERMS:
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.
Unless othelWise 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
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338, et aI., issued September 15, 2000.
Effective: July 1, 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 112 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 83
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.
Purchasers shall arrange purchases directly with Sellers.
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-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;
(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 c. 9 824(e).
Except as provided for in Section B-5, the price shall not exceed the Seller
forecasted Incremental Cost plus up to:$7.32/kW/month; $ 1. 68/kW/week;
33.78ft/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 33.78ft/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
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 , 2000.
Effective: July 1 2000
Exhibit No.
IPC-O3-
G. Said, IPCa
Page 113 af 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 84
highest demand experienced on any day in the seven-day period. The Seller
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.
Start-up costs and no-load costs if included by the Seller shall be stated separately in
the price.
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.
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
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338, et aI., issued September 15, 2000.
Effective: July 1,2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 114 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 85
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
intelTUption 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.
1O 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.Except as provided in Sections B-4.2 and B-, billing for Unit Commitment Service
shall be computed based upon the agreed upon prices.
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-9(a) and the
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338, et aI., issued September 15, 2000.
Effective: July 2000
Exhibit No.
IPC-O3-
G. Said. IPCo
Page 115 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 86
Purchaser agrees to allow such recall, the Purchaser shall be relieved of any
obligation to pay start-up costs.
TERMINATION PROVISION:
In the event Unit Commitment Service is curtailed or intelTUpted except as provided in
Section B-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 tennination and (ii) all separately stated start-up and no-load costs.
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: September 29 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et at, issued September 15 2000.
Effective: July 2000
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 116 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 87
Superseding Original Sheet No. 87
SERVICE SCHEDULE C
FIRM CAPACITYIENERGY SALE OR EXCHANGE SERVICE
PARTIES:
This Service Schedule is agreed upon as a part of this Agreement by the Parties.
PURPOSE:
The purpose of this Service Schedule is to define additional specific procedures, terms
and conditions for requesting and providing Firm CapacitylEnergy Sale or Exchange
Service.
TERMS:
1 A Party may schedule Firm CapacitylEnergy 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
CapacitylEnergy Sale or Exchange Service becomes a firm commitment, for both
Parties, for the agreed service and terms.
3.2 Unless otherwise agreed between the Purchaser and the Seller, all transactions shall
be prescheduled, subject to any conditions agreed to by schedulers.
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 resources and backed by the Seller
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 1 , 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15, 2000.
Effecti ve: February 1 , 2001
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 117 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 88
Superseding Original Sheet No. 88
capacity reserves.
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.
3.5 Purchaser shall arrange purchases directly with Sellers.
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-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 US.c. ~ 824(e).
Except as provided for in Section C-, the price shall not exceed the Seller
forecasted Incremental Cost plus up to:$7.32/kW/month; $1.68/kW/week;
33.78ft/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 33.78ft/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
Western Systems Power Pool
Issued on: December 1 2000
Filed to comply with order of the Federal Energy Regulatory Commission , Docket Nos.
EROO-3338 et aI., issued September 15 2000.
Effecti ve: February 1 , 2001
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 118 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 89
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.
8 Finn Capacity/Energy Sale or Exchange Service shall be intenuptible only if the
intenuption is: (a) within the recall time or allowed by other applicable provisions
governing intenuptions 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
intenupted under Section C-8(a) or (b), neither Seller nor Purchaser shall be
obligated to pay any damages under this Agreement or Confinnation Agreement.
servIce under this Service Schedule intenupted for any reason
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 1 , 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15 2000.
Effective: February 2001
Exhibit No.
IPC-E-O3-
G. Said
, '
PCoPage 119 of 124
Western Systems Power Pool
Rate Schedule FERC No.
Original Sheet No. 89A
other than pursuant to Section C-8(a) or (b), the Non-Perfonning 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
Western Systems Power Pool
Issued on: December 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket Nos.
EROO-3338 et aI., issued September 15, 2000.
Effective: February 2001
Exhibit No.
IPC-03-
G. Said, IPCo
Page 120 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 90
Superseding Original Sheet No. 90
9 Each Party that is a FERC regulated public utility as defined in Section C-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.
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.
WspplWSPP Agreement Effective 2-03 edits redlined version
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 1 , 2000
Filed to comply with order of the Federal Energy Regulatory Commission , Docket Nos.
EROO-3338 et aI., issued September 15 , 2000.
Effective: February 1 , 2001
Exhibit No.
IPC-E-O3-
G. Said, IPCOPage 121 of 124
Western Systems Power Pool
Rate Schedule FERC No.
First Revised Sheet No. 91
. Superseding Original Sheet No. 91
LIST OF MEMBERS
ACN Power, Inc.
AES New Energy, 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.
A vista 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, LP.
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
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 21 2001
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, LLC.
Deseret G&T
DTE Energy Trading, Inc.
Duke Energy Trading & Marketing, LLC
Duke Power
Duke Solutions, Inc.
DukeILouis Dreyfuss, LLC
Dynegy Power Marketing, Inc.
Dynegy Power Services, Inc.
E prime
Edison Mission Marketing & Trading, Inc.
Edison Source
Edmonton Power Authority, Alberta
EI Paso Electric
EI Paso Merchant Energy, LP.
Empire District Electric Co.
Energy Transfer Group, LLC
EnerZ Corporation
Effective: March 1 2002
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 122 of 124
Western Systems Power Pool
Rate Schedule FERC No.
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 LP.
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
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 21 2001
First Revised Sheet No. 92
Superseding Original Sheet No. 92
Louisville Gas & Electric Company
Maclaren Energy Inc.
Mason County PUD No.
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.
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.
Pan Canadian Energy Services
Pasadena, City of
PG&E Energy Services
PG&E Energy Trading - Power, LP.
PG&E Power Services Company
Effecti ve: March 1 , 2002
Exhibit No.
IPC-O3-
G. Said, IPCa
Page 123 of 124
Western Systems Power Pool
Rate Schedule FERC No.
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 lllinois 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
Issued by: Michael E. Small, General Counsel to
Western Systems Power Pool
Issued on: December 21 2001
Sixth Revised Sheet No. 93
Superseding Fifth Sheet No. 93
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
W AP A-Colorado River Storage Project
Management Center
W AP A-Desert Southwest Region
W AP A-Rocky Mountain Region
W AP A-Upper Great Plains Region
W AP A-Sierra Nevada Region
West Kootenay Power Ltd.
Western Fanners Electric Co-op
Western Power Services, Inc.
Western Resources, Inc.
Williams Energy Marketing & Trading Co.
WPS Energy Services, Inc.
XCEL Energy Services, Inc.
Effective: March 1 2002
Exhibit No.
IPC-O3-
G. Said, IPCo
Page 124 of 124