20110401Response to Monsanto's Answer.pdf

Mark C. Moench, Pro Hac 'Vice
Daniel E. Solander, Pro Hac Vice
201 South Main Street, Suite 2300
Salt Lake City, Utah 84111
Telephone No. [phone]
Facsimile No. [phone]
mark.moench(fpacificorp.com
daniel.solander(fpacificorp.com
Paul J. Hickey, Pro Hac Vice
Hickey & Evans, LLP
1800 Carey Avenue, Suite 700
P.O. Box 467
Cheyenne, WY 82003-0467
. Telephone No. [phone]
Facsimile No. [phone]
phickey(fhickeyevans.com
Attorneys for Rocky Mountain Power
RtCEIVED
lUI/APR..1 .PH
2: 33
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE
APPLICATION OF ROCKY
MOUNTAIN POWER FOR
APPROVAL OF CHANGES TO ITS
ELECTRIC SERVICE SCHEDULES
AND A PRICE INCREASE OF $27.7
MILLION, OR APPROXIMATELY
13.7 PERCENT
)
) CASE NO. PAC-E-10-07
)
)
) RESPONSE TO MONSANTO's
) ANSWER TO RMP's PETITION FOR
) CLARIFICATION AND
) RECONSIDERATION AND CROSS-
) PETITION
)
)
Comes now, Rocky Mountain Power ("Company") and in accordance with IPUC Rules
325 and 331, et seq., respectfully submits this Response to the Answer fied March 28,2011, by
Monsanto to Rocky Mountain Power's Petition for Clarification and Reconsideration and Cross-
Petition for Reconsideration. Rocky Mountain Power respectfully requests that the Idaho Public
Utilities Commission ("Commission") reject Monsanto's contentions that: (1) .the interrptible
credit of $17.0 million, as set forth in Order No. 32196 (the "Order") should be calculated as
$8.74 per kilowatt ("kW") month, and should be applied to the portion of Monsanto's load that
exceeds 9 MW, even if such portion is in excess of 162 megawatts ("MW"); (2) the firm and
interrptible power and energy charges and interruptible credit should remain fixed for the five
year term of the electric service agreement ("ESA") between Monsanto and the Company; and
(3) the terms and conditions of the interruptible products and the interruptible credit amount
should be incorporated into Schedule 400. The Company wil also address misleading or untrue
statements made by Monsanto in its Answer regarding the Company's refusal to enter into a new
ESA with Monsanto, and Paul Clements' testimony. In support of this Response, Rocky
Mountain Power states as follows:
I. Determination of Interruptible Credit and Interruptible Demand Charge
Monsanto asked the Commission to establish an Interruptible Credit rate of $8.74 per kW
month and an Interrptible Demand Charge of $4.71 per kW for Schedule 400.1 The Company
agrees with an Interruptible Credit rate of $8.74 per kW month as long as that rate is applied to
only 162 MW of demand. The Commission, in its February 28, 2011, Order, established a total
interrptible product value of $17.0 milion.2 A credit of $8.74 per kW month applied to 162
MW of ,demand each month results in a total payment to Monsanto of $17.0 milion.3 The
Company does not agree that the Interrptible Demand Charge be set at $4.71 per kW unless the
Interrptible Demand Charge is limited to the first 162 MW of Interrptible Demand.
II. Application of Interruptible Demand Charge to Monsanto's Loads
2
Monsanto's Answer, page 3
Order No. 32196, page 67
$8.74perkW* 162MW* 12 months = $17.0 milion
2
Monsanto claims that there is overwhelming evidence in this proceeding that "all load in
excess of the 9 MW is interruptible power".4 This is simply not true. No such evidence exists
on the record. In fact, the evidence is quite clear in establishing. 162 MW as the amount of
Monsanto load that can be interrupted. Testimony submitted by the Company, Commission
Staff, and Monsanto clearly established the interruptible products as 67 MW of economic
curtailment and 95 MW of operating reserves, for a total interruptible load of exactly 162 MW.
In the proposed contract the Company executed and sent to Monsanto for execution on March 2,
2011, the Company included a provision that the Interruptible Credit of $8.74 per kW month
apply to only 162 MW of demand and not all demand that exceeds 9 MW. This ensures that the
payment Monsanto receives for its interruptible products is $17.0 milion.
Monsanto desires to have the credit apply to all demand that exceeds 9 MW. Based on
the load data used in the case, Monsanto's proposed structure would result in the credit being
applied to 171 MW per month,5 which would result in a total payment to Monsanto of $17.9
milion. This payment amount is not supported by the evidence in the case or the Commission's
Order. The Company acknowledges that this biling structure, in which the Interruptible Credit
is applied to all demand that exceeds 9 MW, has been used in past contracts. However, the
determination of the appropriate credit amount per k W month in those contracts accounted for
the fact that the credit would be applied to more than 162 MW of demand. If a similar
calculation were performed in this instance wherein the total annual credit amount is to be $17.0
milion and the expected monthly demand to which the monthly credit is applied is 171 MW
(which represents the expected demand that exceeds 9 MW), the proper credit amount per month
4 Monsanto's Answer, page 4
See Exhibit 55 for Monsanto biling determinants used in the case.
3
would need to be $8.29 per kW and not $8.74 per kW.6 In other words, if the interruptible credit
is applied to only 162 MW per month, a credit of $8.74 per kW month should be used and wil
result in a total annual payment of $17.0 milion. If the interrptible credit is applied to all
Monsanto demand that exceeds 9 MW, a credit of $8.29 per kW month should be used and will
result in a total annual payment of $17.0 milion. The Company recommends the first structure
because the total payment amount will be known and measurable and not subject to changes in
Monsanto's load.
Monsanto claims that "it is entirely fair, just and reasonable if the application ofthe $8.74
Interrptible Credit rate should result in more than $17 millon"? Based on the evidence in the
case and the Commission findings set forth in its Order, this is not true. Monsanto is to be
compensated $17.0 milion for providing the described interruptible products. Monsanto further
claims that "RMP actually receives more than 162 MW of demand response from Monsanto on
occasion"g because auxiliary loads associated with the furnaces come down at the same time the
furnaces are curtailed. This statement is not supported by any evidence either in the case or in
Monsanto's March 28, 2011, pleading. Moreover, the Company has studied this claim in the
past and has found, after reviewing actual Monsanto meter reads, that Monsanto provides only
the contractual amount of curtailment and there is no additional benefit from auxiliary loads.9
In summary, the Company provided to Monsanto on March 2, 2011, a contract
implementing the $17.0 milion interrptible product value ordered by the Commission. The
Company structured the biling terms in the contract such that Monsanto would be paid $8.74 per
kW month for up to 162 MW of demand each month. This structure results in a total anual
6 $8.29perkW* 171 MW* 12months=$17.0milion
Monsanto's Answer, page 7
Monsanto's Answer, page 7
The Company has evidence on the impact to auxiliary loads and wil present it in support of this statement
if the Commission grants rehearing on this issue.
9
4
payment of exactly $17.0 millon to Monsanto and is the most accurate billing structure to use
given the fact that the contract provides for exactly 162 MW of interruptible products. The
structure proposed by Monsanto wil likely result in a payment of greater than $17.0 milion even
though no additional benefit is provided to the Company and its customers.
III. The Electric Service Agreement
There are three points raised by Monsanto in its Answer regarding the ESA the Company
executed and proposed to Monsanto that are directly refuted by the record in this case, and
should be addressed by the Commission in its order on rehearing: (l) Monsanto attempts to
argue that its rates under Schedule 400 should be fixed for the five year duration of the ESA; or
(2) that both its rates and the interrptible credit should be subject to change in a general rate
case; and (3) Monsanto claims that the Company is refusing to enter into a five year ESA as
ordered Iby the Commission.
A. Monsanto's Rates Under Schedule 400 are Subject to General Rate
Changes
First, on page 9 of its Answer, Monsanto restates an argument that was raised for the first
time in Monsanto's Petition to Clarify Order No. 32196, but was not mentioned at any point
during the evidentiary portion of this proceeding, which requests that the Commission find that:
Since no party proposed any changes to the terms of the ESA and Schedule No.
400 has always been subject to changes in both the firm and interrptible charges,
the Order should be clarified to provide that both the firm and interruptible
charges (in the ESA) are subject to review and change in any future rate case.
Not only was this issue raised improperly for the first time in Monsanto's Petition to Clarify
Order No. 32196, but, if the Commission granted clarification on this point in support of
Monsanto's position that the firm and interrptible power and energy charges should also remain
5
fixed for the five-year term of the ESA, Monsanto would be provided with a benefit that no other
customer in Idaho would enjoy. As noted by the Company's Petition for Clarification and
Reconsideration, nowhere in the record is there any evidence or discussion in favor of such
treatment from any witness, nor is there evidence supporting the necessary presumption that
Monsanto's cost of service would be flat for a fixed term of five years. Finally, no evidence
exists on Monsanto's cost of service for a five year period.
Monsanto further attempts in its Answer to tie its unfounded and unsupported assertion
that Monsanto's firm and interrptible rates should be fixed for the five year duration of the ESA
to two out-of- context quotes from the testimony fied by Company witness Paul Clements in
which he is asked "How long should the pricing you are recommending be in effect?" and
"Should the other terms of the contract change at this time?"l0
Regarding the first question, Monsanto ignores the explicit statement in the answer that
only "(a)bsent an agreement between the Company and Monsanto" would the pricing be changed
during a general rate proceeding. This question and answer is no longer relevant now that the
Commission has ordered the parties to consider entering into an rSA for a five year term. The
second question is clearly referring to non-price terms, and the Company believes that the
executed contract provided to Monsanto on March 2, 2011, is consistent with this statement and
the Commission's Order. Monsanto's arguments that the Commission intended in its Order that
its firm and interrptible rates should also be fixed for the duration of the agreement, and the use
of out of context quotations from Mr. Clements' testimony, are disingenuous at best and should
be explicitly overrled by the Commission on rehearing.
B. The ESA Should Not Be Incorporated into Schedule 400
lO Clements Supplemental Testimony, p. 25, lines 3-11.
6
Monsanto argues on page 9 of its Answer, for the first time in this proceeding, that the
Commission "can and should incorporate in Tariff Schedule 400 the terms of the interruptible
products as contained in the ESA, in addition to the charges for both firm and interruptible
power." Monsanto goes on to argue that this would "preclude any Company effort to undermine
the Commission's Order and deprive Monsanto of its right to an interruptible rate and to receive
an interrptible credit."
This statement is both completely erroneous and lacking any ,evidentiary basis.
Monsanto has no "right" to either an interrptible rate or an interruptible credit, and did not
attempt to introduce any evidence during this proceeding to establish such a right. The
Company, as in all such settings, negotiates the details of interruptibility, including price,
frequency, total hours, and notice terms. These commercial terms vary from customer to
customer and should not be embedded into a tariff. Absent a contract in which the Company
agrees to purchase interruptible products, Monsanto has the right only to be served according to
the terms of the tariff on fie with the Commission, similarly to every other Company customer
in Idaho. There is no basis in the record for Monsanto's assertion, or anything in any Idaho
statute or Commission rule that would confer on Monsanto the "right" to an interruptible rate or
obligation for the Company to purchase its interrptible products.
C. The Company has Provided Monsanto with an Executed ESA
On page 9 of its Answer, Monsanto claims that Rocky Mountain Power is "refusing to
sign a new Contract and asserting that the interruptible credit is contract rather than tariff-rate
based." The assertion that the Company is somehow "refusing" to sign a new Contract with
Monsanto is baseless, and is refuted by the correspondence between the Company and
7
Monsanto, as well as the actual, signed ESA Rocky Mountain Power sent to Monsanto for
execution on March 2, 2011.
On March 2, 2011, Rocky Mountain Power sent a letter to counsel for Monsanto along
with an executed ESA agreement implementing a calculation that would result in the
Commission-ordered valuation of $17 million, while keeping the other terms of the previous
ESA, with the exception of the index in Exhibit B thereto, in place. i i The letter further notified
Monsanto that without an ESA in place, Rocky Mountain Power would have no right to interrupt
Monsanto's load, and would not provide interrptible payments to Monsanto.
WHEREFORE, Rocky Mountain Power respectfully requests the Commission accept this
Response to Monsanto's Answer to Rocky Mountain Power's Petition for Clarification and
Reconsideration and Cross-Petition for Reconsideration, and reject all of the claims Monsanto
raises in its Answer.
DATED this I s: day of +.-,,1 ,2011.
ROCKY MOUNTAIN POWER
~~ /?/I// ~
Mark C. Moench, Pro Hac Vice
Daniel E. Solander, Pro Hac Vice
201 South Main Street, Suite 2300
Salt Lake City, Utah 84111
Telephone No. [phone]
Facsimile No. [phone]
mark.moench(fpacificorp.com
daniel. solander(fpacificorp.com
Paul J. Hickey, Pro Hac Vice
Hickey & Evans, LLP
1800 Carey Avenue, Suite 700
11 See Exhibit A, attached hereto.
8
P.O. Box 467
Cheyenne, WY 82003-0467
Ph. 307-634-1525
Fx. 307-638-7335
phickey(fhickeyevans. com
9
CERTIFICATE OF SERVICE
I hereby certify that on this 1 st day of April, 2011, I caused to be served, via E-mail, a
true and correct copy of Rocky Mountain Power's Response to Monsanto in PAC-E-I0-
07 to the following:
Eric L. Olsen
Racine, Olson, Nye, Budge & Bailey,
Charered
201 E. Center
P.O. Box 1391
Pocatello,ID 83204-1391
E-Mail: elol$racinelaw.net
Tim Buller
Jason Hars
Agrium, Inc.
3010 Conda Road
Soda Springs, ID 83276
E-Mail: tbullerl$agrium.com
J AHaris(ãagrium .com
Brad Purdy
CAPAI
2019 N. 17th St.
Boise, ID. 83702
E-mail: bmpurdy(â)hotmaiI.com
Anthony Yanke1
29814 Lake Road
Bay Vilage, Ohio 44 140
E-mail: !9l!(ãlyankeLnet
James R. Smith (E-mail only)
Monsanto Company
P.O. Box 816
Soda Springs, Idaho 83276
E-Mail: jim.r.smithCiimonsanto.com
Ronald L. Wiliams
Wiliams Bradbury, P.C.
1015 W. Hays St.
Boise il, 83702
E-mail: ron(fwiliamsbradbury.com
Randall C. Budge
Racine, Olson, Nye, Budge & Bailey,
Charered
201 E. Center
P.O. Box 1391
Pocatello,ID 83204-1391
E-Mail: rcb(â)racinelaw.net
Paul J. Hickey
Hickey & Evans, LLP
1800 Carey Ave. , Suite 700
PO Box 467
Cheyenne, WY 82003
E-Mail: phickeyrphickeyevans.com
Benjamin J. Otto
Idaho CûnseïVation League
710 N. 6th St.
P.O. Box 844
Boise, Idaho 83702
E-mail: bottocæidahoconservation.org
Katie Iverson (E-mail only)
Brubaker & Associates
17244 W. Cordova Cour
Sunrise, Arizona 85387
E-Mail: kiverson(âconsultbai.com
Melinda J. Davison
Davison Van Cleve, P.C.
333 S.W. Taylor, Suite 400
Portland, OR 97204
E-mail: mjd(â!dvc1aw.com
Scott Woodbur
Deputy Attorney General
Idaho Public Utilties Commission
472 W. Washington (83702)
PO Box 83720
'.
Boise, ID 83720-0074
E-Mail: scottwoodbury(¡Ypuc.ïdaho.goy
Dr. Don Reading (E-mail Only)
Idaho Conservation League
6070 Hil Road
Boise, ID 83703
E-mail: 9Leadingl$mindspng.col1
car¡bÏPk
Coordinator, Administrative Services
Exhibit A
11
March 2, 2011
Mark C. Moench
Sr. Vice President and General Counsel
201 S. Main Street, Suite 2400
Salt Lake Cit, UT 84111
801-220-459
801-220-405lJ Fax
mark.moench(lßacifcorp.com
VIA OVERNGHT MAL AND ELECTRONIC MAIL
CONFIDENTIAL
Rady Budge
Racine, Olson, Nye, Budge & Bailey, Chartered
20 i E. Center Street
P.O. Box 1391
PocateHo, Idaho 83204-1391
RE: Monsanto Electric Service Agreement Submitted in Compliance with the Idaho Public
Utiities Commssion Order Dated Februar 28, 2011, in Case No. PAC-E-I0-07
Dear Rady:
In accordance with Order No. 32196 (the "Order"), issued by the Idaho Public Utilties
Commission on Februar 28, 2011, attached to this letter please find an agreement executed by
Rocky Mountain Power implementing the Commission-ordered valuation of $17 milion for
Monsanto's interrptible products, effective March 1, 2011, while keeping the remaining terms
from the recently expired ageement between Rocky Mountain Power and Monsanto for
interrptible products. The agreement, per the furter terms of the Order of the Commssion,
shall remain in place for a five year term, though Februar 29,2016.
Rocky Mountan Power will continue to serve Monsanto's firm retail load under Schedule 400
while awaiting your retur of the fully executed contract. Rocky Mountain Power must receive
the executed agreement from Monsanto by 5:00 p.m. MDT on March 15, 2011. Oterwise,
Rocky Mountain Power will proceed with the understanding that Monsanto has elected to not
provide curailment products to the Company, that the Company has no contractual rights to
interrpt Monsanto, and that Monsanto has no claim to any interrptible credits.
The agreement should be retued to me at the above address.
Please contact me directly at [phone] if you have any questions.
Sincerely,
Senior Vice President and General Counel
cc: A. Richard Walje (w/o attachments)
Jeff Larsen (w/o attchments)
Paul Clements (w/o attachments)
Randy Lobb (w/o attachments)
Gar Kajander (with two execution copies)
ELECTRIC SERVICE AGREEMENT
BETWEEN
ROCKY MOUNTAIN POWER
AND
MONSANTO COMPANY
THIS ELECTRIC SERVICE AGREEMENT ("Agreement"), dated as of March 1;
2011, is by and between PacifiCorp, an Oregon corporation doing business as Rocky
Mountain Power (hereinafter referred to as "Rocky Mountain Powet') that provides
electric service in the State of Idaho, and Monsanto Company, a Delaware corporation
that owns and operates an elemental phosphorus plant at a site near Soda Springs City
in Caribou County, Idaho (hereinafter referred to as "Monsanto"). Rocky Mountain
Power and Monsanto are also referred to herein individually as a "Part" and jointly as
"Parties."
WITNESSETH:
WHEREAS, Rocky Mountain Power is currently the provider of retail electric
energy and power to Monsanto's elemental phosphorous production facilities located at
Soda Springs, Idaho (the "Plaot"), and
WHEREAS, Monsanto desires to purchase electric power and electric energy
requirements for the Plant under this Agreement, and
WHEREAS, Rocky Mountain Power desires to be the exclusive provider of all
electric power and energy to Monsanto's Plant, and
NOW, THEREFORE, the Parties agree as follows:
Section 1: Definitions
As used in this Agreement, the following terms have the meanings specified.
Definitions relating to Operating Reserves and System Integrity and Economic
i
Curtailment are contained in Exhibits A and B, and are incorporated in this Agreement
by reference.
1.1 Biling Period means the period of approximately thirt (30) days
intervening between regular succssive meter reading dates.
1.2 Day means calendar day, Pacific Prevailng Time.
1.3 Demand means the rate in kilowatts at which electric energy is delivered
by Rocky Mountain Power to Monsanto averaged over a fifteen (15) minute period of
time.
1.4 Electric Service Regulations means Rocky Mountain Power's currently
effective electric service rules and regulations, on file with and approved by the Idaho
Public Utilties Commission ("Commission"), as they may be amended or superseded
from time to time with the approval of the Commission.
1.5 Firm Power and Energy means electric power expressed in kilowatts and
associated energy expressed in kilowatt-hours intended to have assured availabilit to
Monsanto to meet that portion of Monsanto's load requirements specified in this
paragraph. In this Agreement, Firm Power and Energy shall be the first 9,000 kWof
Measured Demand and associated energy in any Billng Period as measured at the
Point of Delivery. Firm Energy during any Billng Period shall be the amount of energy,
in kilowatt-hours, delivered to Monsanto equal to the number of hours in the Billng
Period multiplied by the Firm Power.
1.6 Interruptible Power and Energy means electric power expressed in
kilowatts and associated energy expressed in kilowatt-hours made available to
Monsanto to meet the portion of Monsanto's load requirements subject to interruptiol" of
delivery at Rocky Mountain Powets option as set forth in Exhibits A andB of this
Agreement. Interruptible Power shall be the Measured Demand in any Biling Period in
excess of the Firm Power. Interruptible Energy delivered to Monsanto during any Biling
Period shall be the total energy in kilowatt-hours, in that Billng Period, less the Firm
Energy, and less any Replacement Energy.
1.7 Measured Demand means the Demand in kilowatts supplied by Rocky
Mountain Power as shown by or computed from the readings of Rocky Mountain
Power's power meter(s) representing Monsanto's greatest use during the Biling Period.
2
1.8 Monsanto Electrical Facilties means all facilities and equipment within
Monsanto's 138 kV substation at its Plant except for Rocky Mountain Power's metering
equipment, under-frequency relays, capacitors and any other equipment owned by
Rocky Mountain Power and installed in Monsanto's substation under the terms and
conditions of this Agreement or any other agreement.
1.9 Point of Delivery for all power and energy delivered to Monsanto means
the termination of Rocky Mountain Power's two 138 kV transmission lines at Monsanto's
substation located approximately eight miles from Rocky Mountain Power's Soda
(Idaho) hydroelectric station in Caribou County, Idaho, or such other pOint(s) of metering
as Rocky Mountain Power and Monsanto shall agree.
1.10 Prudent Electrical Practices means those practices, methods and
equipment, as changed from time to time, that are commonly used in prudent electrical
engineering and operations to operate electric equipment lawfully and with safety,
dependabilty, efficiency and economy and that are in accordance with the IEEE
Standards, the National Electrical Safety Code or the National Electric Code or any
other applicable government code in effect during the term of this Agreement.
1.11 Replacement Energy Charge means the charge for Replacement EOergy
calculated in accordance with Section 4.1.3 of this Agreement.
1.12 Retail Customer means a Rocky Mountain Power customer who
purchases electric power and energy for its own consumption (i.e., not for resale).
1.13 Termination Date means hour ending 2400 on February 29,2016 as set
forth in paragraph 2.1.
1.14 Total Contract Dem~nd means the specifed Demand in kilowatts that
Monsanto contracts with Rocky Mountain Power to supply and that Rocky Mountain
Power agrees to have available for delivery to Monsanto. Monsanto may require the
delivery of such amounts of Firm and Interruptible Power as Monsanto may require to
meet Monsanto's load requirements up to, but not in excess of, the applicable Total
Contract Demand, which shall be 215,000 kW unless otherwise agreed in writing in
accordance with the terms of this Agreement.
3
1.15 WECC means the Western Electricity Coordinating Council or a successor
organization which assumes essentially the same functions as the Western Electricity
Coordinating CounciL.
Section 2: Term; Reopeners
2.1 Term. The initial term of this Agreement shall be for a period of five (5)
years commencing on March 1, 2011 and ending at 2400 hours on February 29,2016
(the "Initial Term"). This Agreement shall automatically renew for successive one (1)
year terms unless and until either part gives not less than 180 days written notice of
termination. Such notice may be given at any time to terminate the Agreement at the
end of the Initial Term or the end of any annual renewal year. After the Termination
Date Rocky Mountain Power shall continue to provide any electric service to Monsanto
as specifed in Idaho Electric Service Schedule No. 400 or its successor then in effect
until such time as the Commission establishes or approves other terms and conditions
and prices.
2.2 Reopeners and Price Adjustments. The charges specified in Section 4.1
of this Agreement shall be adjusted so that the charges equal the Commission-
approved rates applicable to Monsanto, including, but not limited to, customer charges,
demand charges, energy charges, surcharges, and credits, as specified in Idaho
Electric Service Schedule No. 400 or its succssor, excluding the Interruptible Credit of
$8.74 per kW which shall remain fixed for the term of this Agreement. Adjustments to
the charges in Section 4.1 of this Agreement shall become effective on the effective
date of any adjustment to Electric Service Schedule No. 400 resulting from any general
rate case or other filing by Rocky Mountain Power.
2.2.1 This Agreement may be reopened and modified by the Commission,
upon application of either Rock Mountain Power or Monsanto, in the following events:
(i) direct access to wholesale electricity markets is implemented in the state of Idaho
and available to Monsanto; or (ij) the WECC amends the quantity or requirements of
either the contingency reserve or frequency response reserve component of Operating
Reserves or otherwise modifies Operating Reserves requirements in a manner that
4
materially affects the availabilty or valuation of Operating Reserves under this
Agreement.
2.2.2 Rocky Mountain Power may apply to the Commission for a
modification of this Agreement if Rocky Mountain Power demonstrates that (i) Monsanto
has shut down one or more of its furnaces for economic reasons for a period of 9
months or longer, excluding shut-downs for maintenance, repair or capital
improvements, and (ii) Rocky Mountain Power is materially financially harmed by
reason of such reduction in furnace load, taking into account the price that could be
obtained by Rocky Mountain Power in a market sale of the energy available from the
reduced load, among other things. Rocky Mountain Power shall bear the burden of
satisfying these conditions. The Commission shall determine whether these conditions
have been satisfied and whether and in what respects this Agreement may be modified
to address the change in Monsanto's furnace operations and the financial harm to
Rocky Mountain Power.
Should Monsanto reduce its furnace operations from the existing 3-
furnace level by one furnace or more for a period of 60 continuous days or more,
Monsanto agrees to provide Rocky Mountain Power not less than 60 days written notice
before resuming the operation of such furnace or furnaces.
Section 3: Purchase and Sale of Power
3.1 Scope of Deliveries. Rocky Mountain Power shall deliver such amounts of
power and energy to the Point of Delivery as Monsanto requires to meet its load
requirements up to, but not in excess of, Total Contract Demand, subject to the
provisions of Exhibits A and B. Subject to the interruption and curtailment provisions of
Exhibits A and B. Rocky Mountain Power shall use its reasonable best efforts to supply
Monsanto's Interruptible Power and Energy requirements.
3.2 Delivery Voltage. Rocky Mountain Power shall deliver power and energy
at the Point of Delivery in the form of three-phase, alternating current at a nominal
frequency of 60 cycles per second, and at a nominal voltage of 138,000 volts, in
accordance with Prudent Electrical Practices. Except during temporary emergency
conditions, Rocky Mountain Power shall maintain voltage within the limits of 5 percent
5
above and 5 percent below a normal operating voltage, such normal voltage to be
established by Rocky Mountain Power from time to time upon reasonable notice to
Monsanto, between the limits of 120,000 volts and 138,000 volts. Rocky Mountain
Power reserves the right to modify the voltage standards in this Section to conform to
changes in applicable ANSI standards.
3.3 Reactive Requirements. Monsanto shall control and limit the flow of
reactive power between Rocky Mountain Power's and Monsanto's system so as to
maintain a Power Factor in accordance with Section 4.1.4.
3.4 Phase Balance. Monsanto shall balance its loads among phases to the
extent practicable. If the difference between maximum and minimum phase loads
regularly or frequently exceeds 10 percent, based upon a defined place of
measurement, Rocky Mountain Power may require that Measured Demands be
determined on the basis of three times the load in the maximum phase.
3.5 Wave Form. In the design, selection, and operation of equipment using
electric power, Monsanto shall observe due precautions to avoid distortion of wave form
that, reacting through the system of Rocky Mountain Power, may result in interference
to operation of telephone systems or in other injurious effects to Rock Mountain
Powets electrical system or other Retail Customers. If such adverse effects result at
any time from distortion of wave form by causes originating in the Monsanto Electrical
Facilties, Monsanto shall remediate such effects in accordance with Section 3.7 of this
Agreement.
3.6 Cooperation in Operation.
3.6.1 Monsanto shall endeavor to supply Rocky Mountain Power in
advance with information as to conditions affecting Monsanto's power load that may aid
Rocky Mountain Power in load dispatching and in planning Rocky Mountain Powets
power system operation, such as the probable times and durations of substantial daily
load changes. Following an unexpected furnace outage, Monsanto shall notify Rocky
Mountain Power's dispatcher as quickly as possible of the expected duration of such
outage. Such estimates or advance information shall not be binding on either Part.
3.6.2 Rocky Mountain Power shall hold in reserve sufficient generating
capacity to supply Monsanto's anticipated load requirements for a period not to exceed
6
thirt (30) minutes beyond Monsanto's estimated time of load increase. If Monsanto's
load requirements have not begun to increase within such thirt (30) minute period,
Rocky Mountain Power may sell or otherwise dispose of such reserve capacity as
surplus energy until such time as Monsanto is ready to increase load. However, if such
a sale is made, Monsanto may not increase load until such sale can be terminated or
Rocky Mountain Power is able to obtain additional capacity through some other means.
Such restriction to Monsanto's load shall not be accounted for as curtailment, but shall
not extend more than one (1) hour beyond the time Monsanto is ready to increase load.
3.6.3 In order to administer the terms and conditions of this Agreement,
Rocky Mountain Power and Monsanto shall each designate from time to time in writing
their respective representatives for the purpose of giving and receiving informal
communications required under this Agreement.
3.6.4 Rocky Mountain Power acknowledges that Monsanto's electric
furnaces require shutdowns for maintenance and overhauling, and it is the intent of the
Parties that such shutdowns and consequent reduction of power requirements be
predetermined insofar as possible by agreement between the Parties. Except as
otherwise provided in Exhibits B, Monsanto shall provide Rocky Mountain Power with at
least thirt (30) days wrien notice of all planned shutdowns of the fumaces.
3.7 Remediation. In the event Monsanto's operations fail to comply with
technical requirements of this Agreement or the Electric Service Regulations, or
adversely affect the operation of Rocky Mountain Power's transmission or distribution
system or other Rocky Mountain Power retail customers, Rocky Mountain Power wil
promptly give Monsanto written notice thereof. Within thirt (30) days after such notice
a working team wil be formed with members designated by each Part. The working
team wil then consult and meet as needed to identify and agree upon: (1) the nature
and extent of the alleged problem or deficiency; (2) the cause and responsibility for the
problem; (3) reasonable alternative solutions together with the costs and
implementation time associated with each; and (4) a mutually acceptable remedial
action plan. If the Parties fail to agree, either may petition the Commission to resolve
any disputes, which determination shall be binding.
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Any remedial action agreed upon by the Parties or determined by the
Commission shall be promptly undertaken and pursued to completion. Should
Monsanto fail to begin to take corrective action within thirt (30) days after the
established start date, Rocky Mountain Power may perform the necessary action and
Monsanto shall reimburse Rocky Mountain Power the reasonable costs therefor.
Section 4: Payment for Power and Energy
4.1 Determination of Biling Amounts.
4.1.1 The following charges apply each Biling Period to all Firm Power
and Energy delivered to Monsanto under this Agreement:
Firm Energy Charge:
Customer Charge:
Firm Demand Charge:
26.10 mils per kilowatt hours of Firm Energy
$1,345 per Billng Period
$13.45 per kW of Firm Power
4.1.2 The following charges apply each Biling Period to all Interruptible
Power and Energy delivered to Monsanto under this Agreement:
Interruptible Energy Charge: 26.10 mils per kilowatt hours of Interruptible Energy
Interruptible Demand Charge:
~ For up to the first 162,000 kW of Interruptible Demand: Firm Demand
Charge minus an Interruptible Credit of $8.74 per kW
· For the portion of Interruptible Demand that exceeds 162,000 kW: Firm
Demand Charge
4.1.3 Replacement Energy Price: The following Replacement Energy
Charges apply for each Economic Curtailment Hourin the Biling Period:
Adjusted Index Price multiplied by Replacement Energy.
Monthly Replacement Energy Charges shall equal the sum of hourly
Replacement Energy Charges for the Billng Period. An example showing the
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calculation of the Adjusted Index Price for certain Economic Curtailment Hours under
certain stated assumptions is set forth in Exhibit B.
4.1.4 Power Factor: The prices set forth in this Agreement are predicated
upon the electric power supplied to Monsanto being taken at a nominal power factor of
0.95 or higher at all times, corresponding to a kilovar demand of 33 kilovars per 100 kW
of Demand. Monsanto shall pay Rocky Mountain Power $0.82 per month for each
kilovar of Average Kilovar Demand in excess of 33 kilovars per 100 kW of Measured
Demand. Average Kilovar Demand shall be the average of the Daily Kilovar Demands
for that Billing Period. Daily Kilovar Demand means, as to any day, the kilovar demand
measured during the is-minute interval corresponding to the is-minute interval during
which Monsanto's Measured Demand occurs for the Billng Period which includes that
day.
4.1.5 Power and energy delivered under this Agreement shall be
recorded by appropriate metering devices as installed and described in Section 7. All
biling statements for power and energy shall show the amount due for the type and
quantity of power and energy purchased and charged in accordance with this
Agreement. Total charges for the Biling Period shall be the sum of the charges for Firm
Power and Energy, Interruptible Power and Energy and Replacement Energy, and
charges for power factor pursuant to section 4.1.4. The billng statement shall also
include details on all interruptions and curtailments for the Billng Period, including the
following information:
· Type of interruption or curtailment
. Date
· Beginning and end time
. Duration
· Megawatts interrpted or curtailed by Monsanto
· Year-to-date total hours of each type of interruption or curtailment
· Replacement Energy purchased, Index Price and Adjusted Index Price
4.1.6 AI! payments to Rocky Mountain Power under this Agreement shall
be delivered by wire transfer as follows within thirt (30) days of the date of the invoice.
4.2 Biling Disputes. In the event that all or a portion of Monsanto's bil, or of
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any other claim or adjustment arising hereunder, is disputed, Monsanto shall pay the
undisputed portion of the bil when due. At the time of the payment, Monsanto shall
provide Rocky Mountain Power with a written explanation of any disputed portion
withheld ("Monsanto Notice of Biling Dispute"). Monsanto and Rocky Mountain Power
shall seek to make a determination on any disputed amount within sixt (60) days after
issuance of Monsanto's Notice of Billng Dispute. If it is determined that the disputed
portion is due Rocky Mountain Power, Monsanto shall pay such to Rocky Mountain
Power within 15 days following such determination, together with interest from the date
the bil was originally due at the rate then specified in the Electric Service Regulations
or, if no rate is specified, the then effective prime rate as established by the Morgan
Guaranty Trust Bank of New York.
4.3 Deposits. If at any time either Part becomes aware of information
regarding the other Part which it believes wil substantially impair the other Part's
abilty to perform its obligations under this Agreement, such Part may request
assurances of performance in writing from the other Part. If such assurances are not
satisfactory to the requesting Part, after consultation with the other Part, the
requesting Part may petition the Commission for appropriate protections including but
not limited to a financial deposit, guarantee or letter of credit.
Section 5. Interruptible or Curtilment Options
Monsanto agrees to provide Rocky Mountain Power with the following three
interruptible or curtailment options in the amounts and in accordance with the terms and
conditions of Exhibits A and B, Operating Reserves, and System Integrity and
Economic Curtailment.
Section 6: Operations and Maintenance
6.1 licenses. Monsanto hereby licenses to Rocky Mountain Power for its use
in connection with this Agreement and during the term of this Agreement, reasonably
sufcient space in Monsanto's 138 kV substation to be used solely by Rocky Mountain
Power's metering equipment, static capacitors, not to exceed 30,000 kilovars, and
associated facilties necessary or useful for Rocky Mountain Power's provision of
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electric service to Monsanto, consistent with Prudent Electrical Practices, which license
shall include reasonable rights of ingress and egress necessary for Rocky Mountain
Power's exercise of such license. In the exercise of this license and their rights, Rocky
Mountain Power shall, acting consistent with Prudent Electrical Practices, not interfere
with the operations of Monsanto, shall schedule and coordinate its activities to avoid
such interference and shall abide by Monsanto safety requirements.
6.2 Monsanto's 138 kV Substation. Monsanto shall be responsible for the
operation and maintenance of its own facilties and equipment within Monsanto's 138 kV
substation. Any equipment supplied by Rocky Mountain Power shall remain the
propert of Rocky Mountain Power and shall be maintained by Rocky Mountain Power,
6.3 Operation of Monsanto Electrical Facilities.
6.3.1 In order to minimize the hazards to both Rocky Mountain Power's
and Monsanto's electrical systems, protective devices, circuit breakers and other
Monsanto Electrical Facilities interconnected with Rocky Mountain Power shall be
operated by qualified Monsanto personnel only upon prior notifcation to, and receipt of
permission from, Rocky Mountain Power's sec Region Dispatcher, except as provided
in Paragraph 6.4 hereof. Rocky Mountain Powets Dispatcher shall honor Monsanto's
verbal requests for permission to operate Monsanto's protective devices and other
Monsanto Electrical Facilties if such operation will not, in the opinion of Rocky Mountain
Power, impair such facilities and the reliable operation of Rocky Mountain Power's
electrical system or impair service to other Retail Customers of Rocky Mountain Power;
provided, that Monsanto may operate Monsanto's circuit breakers and other Monsanto
Electrical Facilities without prior notifcation when Monsanto deems it necessary to
protect persons or propert at its Plant. In such event, Monsanto shall assume full and
sole liabilty for injury or damages to persons or propert at the Plant resulting from such
operation of the circuit breakers or other Monsanto Electrical Facilties.
6.3.2 Monsanto currently provides potential and current transformers for
use in connection with its own relaying and metering operations and Rocky Mountain
Power may use such transformers to any reasonable extent for Rock Mountain
Power's metering, relaying, and communication requirements. Should Monsanto's
potential and current transformers not meet Rocky Mountain Power's requirements,
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Monsanto shall install any potential and current transformers required by Rocky
Mountain Power that are supplied by Rocky Mountain Power.
6.3.3 Rocky Mountain Power may operate the circuit breakers feeding
Monsanto's interconnections to accommodate operation of Rocky Mountain Power's
and Monsanto's systems in a manner consistent with Prudent Electrical Practices;
provided, that, except as provided in Paragraph 6.4, Rocky Mountain Power shall notrf
Monsanto prior to operating such circuit breakers and shall keep Monsanto informed as
to the operating status of such breakers.
6.3.4 Upon notice to Monsanto, Rocky Mountain Power shall have
reasonable access to Monsanto's substation control building(s). Rocky Mountain Power
personnel shall comply with all health, safety, and confidentiality rules, regulations and
practices that Monsanto has provided to Rocky Mountain Power.
6.3.5 Any failure of the Monsanto Electrical Facilities to operate
adequately or properly shall not subject Rocky Mountain Power to liabilty to Monsanto
for any resulting loss or damages, or consequential damages of any kind, and
Monsanto hereby releases Rocky Mountain Power from any such liability.
6.4 Emergency Conditions. In the event of an emergency resulting in danger
to persons or property, or potential danger to Monsanto's and/or Rocky Mountain
Powets systems, either Rocky Mountain Power or Monsanto may open their respective
circuit breakers without notice to the other Part. Whenever possible, the Parties shafl
notrf the other Part prior to opening any such device, and notifcation shall be made
as soon as possible after the device has been opened. When corrective actions have
been completed, Rocky Mountain Power shall restore service upon receiving notice and
being satisfied that all necessary corrections have been made.
6.5 Relays. Rocky Mountain Power may provide and install on Monsanto's
relay panel under-frequency relays for the purpose of tripping Monsanto's power circuit
breakers at such under-frequencies as may be specifed by Rocky Mountain Power in
accordance with Prudent Electrical Practices.
6.6 Maintenance of Monsanto Electrical Facilities.
6.6.1 Monsanto shall be solely responsible for the operation and
maintenance of the Monsanto Electrical Facilities. Monsanto shall inspect the
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Monsanto Electrical Facilties on a regularly scheduled basis and maintain them in safe
operating condition.
6.6.2 Rocky Mountain Power may, but is not required to, inspect the
Monsanto Electrical Facilties during reasonable business hours and if, in the sole
judgment of Rocky Mountain Power, the Monsanto Electrical Facilties are not
maintained in safe operating condition, thereby creating a hazard to persons or property
or to the operation of Rocky Mountain Power's system, Rocky Mountain Power shall
notify Monsanto promptly stating the required maintenance, replacement, or repair
necessary to put the Monsanto Electrical Facilities in safe operating condition and
specifying a reasonable period in which to make repair. Such inspections shall be
performed by a person or persons that have been certified as safety trained, when
required, and shall be in full compliance with all Monsanto rules and regulations. Rocky
Mountain Power wil advise Monsanto of the names and titles of persons to be admitted
to the Monsanto site. Monsanto shall make such or equivalent repairs, replacement or
maintenance within a reasonable time. In the event specifed corrective procedures are
not completed as required by the notice, Rocky Mountain Power may, without further
notice to Monsanto, discontinue service to Monsanto. In the event Rocky Mountain
Power discontinues service under this Section, Rocky Mountain Power shall not be
liable to Monsanto for any resulting loss or damage, including, but not limited to, lost
profits or consequential damages of any kind, and Monsanto hereby releases Rocky
Mountain Power from any such liabilty. The provisions of this Section for the
restoration of safe operating conditions are not subject to the remediation procedures of
Section 3.7 of this Agreement.
Section 7: Metering
7.1 Rocky Mountain Power Obligations. Rock Mountain Power shall provide,
maintain, and test meters and metering equipment required for purposes of settlement
hereunder, except any potential transformers and current transformers owned by
Monsanto under Section 6.3.2. Meters, metering equipment and measurement shall be
located at the Point of Delivery. Maintenance and periodic testing procedures with
respect to meters and metering equipment shall be in accordance with generally
13
accpted practices and the rules and standards established by the Commission. In
addition to Rocky Mountain Powets periodic tests, special tests shall be made if
requested by Monsanto, which special tests shall be conducted at the expense of
Monsanto. Monsanto shall furnish without charge reasonable incidental service, such
as removal of tapes and charts, and shall communicate to Rocky Mountain Power the
meter readings necessary for operation. Rocky Mountain Powets designated agents
shall have access to such metering equipment at all reasonable times and shall be
permitted to install and operate from time to time any testing equipment needed in
connection with operations or settlements hereunder.
7.2 Obligations. If either Monsanto or Rocky Mountain Power provides check-
metering equipment, information with respect to registrations thereof wil be provided.
7.3 Meter Testing. Representatives of Rocky Mountain Power and Monsanto
may be present at all routine or special tests of meters and metering equipment and
upon occasions when any readings are taken for purpose of settlements.
7.4 Adjustments to Bils. If, at any test of any meter or metering equipment,
an inaccuracy is disclosed exceeding two percent, the account for service theretofore
supplied shall be adjusted to correct for such inaccuracy for a period of 90 days prior to
the date of such test, or for the period during which such inaccuracy may be determined
to have existed, whichever period is the shorter. Should any meter at any time fail to
register, or should the registration be so erratic as to be meaningless, the quantities
shall be determined from Rocky Mountain Powets check meters or otheiwise from the
best available data.
7.5 Telecommunications Facilities. Upon Rocky Mountain Powets request,
Monsanto shall maintain a dedicated telephone line for meter reading purposes without
charge to Rocky Mountain Power. Monsanto shall pay all recurring charges related to
line operation.
Section 8: Force Majeure
Neither Rocky Mountain Power nor Monsanto shaH be subject to any liabilty or
damages for inabilty to provide or receive service to the extent that such failure shall be
due to causes beyond the control of either Rocky Mountain Power or Monsanto,
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including, but not limited to the following: (a) the operation and effect of any rules,
regulations and orders promulgated by any commission, municipality, or governmental
agency of the United States, or subdivision thereof (so long as the claiming Part has
not applied for or assisted in the application for, and has opposed where and to the
extent reasonable, such government action); (b) restraining order, injunction or similar
decree of any court; (c) war; (d) explosion; (e) fire; (f) major breakage or failure of
equipment; (g) flood; (h) earthquake; (i) act of God; (j sabotage; or (k) strikes or
boycotts (such events constituting a "Force Majeure"). Should a Force Majeure occur,
"the Part claiming Force Majeure shall have no liability for performance during the
period of Force Majeure; provided, the Party claiming Force Majeure shall make every
reasonable attempt to remedy the cause thereof as dilgently and expeditiously as
possible.
Section 9: Resale of Power
Electric power and energy delivered to and purchased by Monsanto pursuant to
this Agreement may not be resold directly or indirectly by Monsanto to any person or
entity.
Section 1 0: Liabil~
10.1 Liabilty. Each Part hereto (the "liability causing Part") shall defend,
indemnify and hold harmless the other Part from and against any liabilit, damage,
loss, costs and expenses, including but not limited to attorneys' fees, on account of
injury to or death of persons including, but not limited to, Monsanto's employees and
Rocky Mountain Powets employees, or damage to propert to the extent caused by or
arising from the negligent acts or omissions of the liabilit causing Party.
10.2 Limitation of Liabilty. Rocky Mountain Power shall endeavor at all times
to provide steady and continuous service to Monsanto and shall make reasonable
efforts to prevent irregularities and interruptions. Rocky Mountain Power shall use its
best efforts to notify Monsanto prior to or, in any event, immediately after an interruption
or irregularity in order that Monsanto may attempt to mitigate its damages resulting
therefrom. If due to causes beyond the control of Rocky Mountain Power the supply of
15
electricit is irregular, defective, or fails, Rocky Mountain Power shall not be liable for
any physical damages, economic losses, costs or damages resulting therefrom,
including but not limited to special, indirect, incidental, consequential, punitive, or
exemplary damages.
Section 11: Successors and Assigns
Neither Rocky Mountain Power nor Monsanto shall assign this Agreement
without the written consent of the other Part, which consent shall not be unreasonably
withheld, except Monsanto may assign this Agreement without any such consent to the
acquirer of the majority of the value of the Plant, provided that Monsanto as assignor
shall continue to guarantee the penormance by the assignee of the Monsanto
obligations under this Agreement and further provided that Rocky Mountain Power may
assign this Agreement without any such consent to an entity that acquires the majority
of the value of Rocky Mountain Power's facilities, in which event Rocky Mountain Power
as assignor, shall guarantee the assignee's penormance of Rocky Mountain Power's
obligations. Any assignee or successor of Monsanto shall remain subject to such
assignee's or successor's qualification as a customer under Rocky Mountain Power's
policies and Electric Service Regulations, and shall be bound by this Agreement, the
Electric Service Regulations, and assume the obligations of Monsanto from the date of
assignment. If assigned with such consent, this Agreement shall inure to the benefit
and be binding upon the assignee, its agents and assigns; provided, that nothing herein
shall prevent either Part from assigning this Agreement to its parent corporation or to
its survivor in connection with a corporate reorganization, provided that such assignee is
solvent and is able to meet its obligations hereunder.
16
any conflicting provisions of Rocky Mountain Power's Electrical Service Regulations.
The Parties acknowledge and agree that they are familar with such existing regulations
and agree to abide by them and all amendments and changes thereto so approved by
the Commission. In the event that the Commission or any other state, federal, or
municipal authority having jurisdiction issues any rules, regulations, or orders that
require Rocky Mountain Power to alter or amend any of the terms and conditions of this
Agreement or to terminate or curtail the delivery of power and energy to Monsanto,
neither Part shall be liable for damages or losses of any kind whatsoever which the
other Party may sustain as a result of such rule, regulation or order, including
consequential damages.
Section 13: Remedies
Each Part may exercise any or all of its rights and remedies under this
Agreement, the applicable Electric Service Regulations and under any applicable laws,
rules and regulations. No provision of this Agreement or the Electric Service
Regulations shall be deemed to have been waived unless such waiver is in writing
signed by the waiving Part. No failure by any Party to insist upon the strict
performance of any provision of this Agreement, the Electric Service Regulations or to
exercise any right or remedy consequent upon a breach thereof, shall constitute a
waiver of any such breach of such provision or of any other provision. No waiver of any
provision of this Agreement or the Electric Service Regulations shall be deemed a
waiver of any other provision of this Agreement, the Electric Service Regulations or a
waiver of such provision with respect to any subsequent breach, unless expressly
provided in writing.
Section 14: Representatives and Notices
For the purposes of this Agreement, any notices required to be given hereunder
shall be sent postage prepaid, by registered or certified mail, return receipt requested
(or alternately by facsimile or any other method acceptable by both Parties) to the
Parties at the respective addresses below and shall be deemed to have been given
when received as evidenced by the appropriate receipt verifying delivery:
17
Representatives of Monsanto:
Plant Manager
Monsanto Company
P.O. Box 816
Soda Springs, Idaho 83276
Tel: [phone], ex 201
Fax: [phone]
Vice President - Procurement
Monsanto Company
800 N. Lindbergh Blvd.
St. Louis, MO 63167
Tel: [phone]
Fax: [phone]
Representatives of Rocky Mountain Power:
General Counsel
PacifiCorp
201 S, Main, Suite 2400
Salt Lake City, UT 84111
Fax [phone]
With a copy to:
Director, Contract Administration
PacifCorp
825 NE Multnomah, Suite 600
Portland, OR 97232
Fax: [phone]
This notice requirement does not apply to regular and ordinary business and operation
communications between the Parties' employees.
Section 15: Other Contracts
This Agreement constitutes and contains the entire Agreement of the Parties
hereto and supersedes any and all prior negotiations, correspondence, understanding,
18
and agreements between the Parties respecting the subject herein. This Agreement
may not be modified, altered, or changed in any manner whatsoever except pursuant to
the express provisions of this Agreement or by written agreement between the Parties
hereto, subject to Commission. approval.
Section 16: Governing lawiJurisdiction: Venue
All provisions of this Agreement and the rights and obligations of the Parties shall
in all cases be governed by and construed in accordance with the laws of the State of
Idaho applicable to contracts executed in and to be wholly performed in Idaho by
persons domiciled in the State of Idaho. Each Part hereto agrees that any suit, action
or proceeding seeking to enforce any provision of, or based on any matter arising out of
or in connection with, this Agreement, the Electric Service Regulations or the
transactions contemplated hereby or thereby, may only be brought before the
Commission, the Federal courts located within the State of Idaho, or state courts of the
State of Idaho, and each Part hereby consents to the exclusive jurisdiction of such
forums (and of the appellate courts therefrom) in any such suit, action or proceeding.
Section 17: Attorney's Fe~s
If any suit or action arising out of or related to this Agreement or the Electric
Service Regulations is brought by any Part, the prevailng Part shall be entitled to
recover the costs and fees (including, without limitation, reasonable attorneys' fees, the
fees and costs of experts and consultants, copying, courier and telecommunication
costs, and deposition costs and all other costs of discovery) incurred by such Party in
such suit or action, including, without limitation, any post-trial or appellate proceeding, or
in the collection or enforcement of any judgment or award entered or made in such suit
or action.
Section 18: Cooperation
18.1 Whenever this Agreement requires that one Part comply with the rules,
regulations, standards or requirements of the other Part, the Parties agree to
cooperate with each other in requesting and providing such rules, regulations,
standards or requirements on a timely basis.
19
18.2 in order to facilitate the economic management of Rocky Mountain
Power's wholesale power transactions necessary to carr out this Agreement,
Monsanto agrees to inform Rocky Mountain Power in a timely manner of planned
fumace outages and of the expected retum of turn aces to service.
Section 19: Exhibits
The following Exhibits are attached to and incorporated into this Agreement by
reference:
Exhibit A: Operating Reserves and System Integrity Interruption Options
Exhibit B: Economic Curtailment Option
Section 20: Headings/References
The descriptive headings contained in this Agreement are included for reference
only and shall not affect in any way the meaning or interpretation of this Agreement.
References in this Agreement to Sections are to Sections of this Agreement unless
otherwise stated or evident from the context.
Section 21 : Constrction of Agreement
This Agreement was drafted as a joint effort of both Parties and may not be
construed against one Part over the other in the event of a controversy over its
meaning.
20
Section 22: Counterpart
This Agreement may be executed as one instrument signed by the Parties or
may be executed in separate counterparts. Each separate counterpart is deemed an
original.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their authorized offcers or representatives as of the date first hereinabove
written.
ROCKY MOUNTAiN POWER MONSAt'JTO
1JC'eP~By
A. Richard Walje, President
By
Name
Title
21
EXHIBIT "A"
OPERATING RESERVE
AND SYSTEM INTEGRITY INTERRUPTION OPTIONS
This Operating Reserve and System Integrity Interruption Options, Exhibit A, is a
part of the Electric Service Agreement between PacifiCorp and Monsanto Company,
dated as of March 1, 2011, as amended from time to time (the "Agreement"), and is
subject to the terms and conditions of the Agreement.
1. Definitions
Capitalized terms used in this Exhibit A shall have the meanings specified below
or as contained in the Agreement:
1.1 Operating Reserve means a specific amount of electrical resources that all
control areas must have available at all times to ensure the reliable operation of the
interconnected electrical system pursuant to WECC guidelines and includes
interruptible load as a non-spinning form of contingency Operating Reserves.
1.2 System Integrity means the abilty of PacifCorp's electric generation or
transmission system to continue to operate at a high degree of reliabilty and at voltage
levels consistent with Prudent Electrical Practices.
2. Operating Reserve Interruptions
PacifiCorp recognizes that each of Monsanto's electric phosphorus furnaces
operate at different electrical rates. Upon telephone notifcation by PacifiCorp for
Operating Reserves interruption, Monsanto wil interrupt within six minutes its available
furnace load as defined below, subject to the terms of this Exhibit A. At the time of the
notification, Monsanto's operator shall inform PacifCorp's dispatcher of the amount of
service it wil be interrupting.
2.1 Operating Reserve interruptions shall have priority over Economic
Curtailment. If any of Monsanto's furnaces are not in operation, in order for PacifiCorp
/
~#~
to retain the ability to call for Operating Reserves, no furnace shall be considered
available for Economic Curtailment during that time.
2.2 Curtailments for Operating Reserve wil be as follows depending upon
furnace availabilty at the time of notification:
2.2.1 If three furnaces are operating, Monsanto wil curtail 95 MW .
2.2.2 If two furnaces are operating and the third is unavailable due to
maintenance or overhaul, Monsanto wil curtail a minimum of 95 MW.
2.2.3 If two furnaces are operating and the third is unavailable due to
Economic Curtailment, Monsanto wil curtail one furnace. The furnace so
curtailed wil be the largest operating furnace.
2.2.4 If only one Monsanto furnace is operating, Monsanto wil curtail
such furnace.
2.3 The interrupted service shall be restored at the earlier of: (1) notice from
PacifiCorp's dispatcher, or, (2) the top of the second hour following the Operating
Reserve interruption, provided that no interruption shall exceed one hundred and twenty
(120) minutes. For example, if the Operating Reserve interruption begins at 1 :45 am,
the interrupted service shall be restored no later than 3:00 am. As a second example, if
the Operating Reserve interruption begins at 1 :00 am, the interrupted service shall be
restored no later than 3:00 am. As a third example, if the operating reserve event
begins at 1: 1 0 am, the interrupted service shall be restored no later than 3:00 am.
3. System Integrity Interruptions
PacifiCorp may request System Integrity Interruptions of up t0162 MW if the
System Integrity Interruption is voltage related and up to 95 MW IT the System Integrity
Interruption is caused by a Double Contingency Event. A Double Contingency Event
shall mean the forced outage of two or more PacifiCorp generating units totaling 500
MW or more of capacity. To qualif as a Double Contingency Event, two or more forced
outages totaling 500 MW or more of capacity must occur within 48 hours of each other
and must overlap for at least one hour. Once a Double Contingency Event begins,
PacifCorp may request System Integrity Interruptions at any time during the next 48
hours. After 48 hours after a Double Contingency Event begins, PacifiCorp may no
longer request System Integrity interruptions in response to that specific Double
Contingency Event. Monsanto wil interrupt its available furnace load accordingly upon
telephone notification. Under emergency conditions, such interruption may occur
without advance notice to Monsanto. Otherwise, PacifiCorp shall give Monsanto not
less than two (2) hours notice of the potential for interruption for System Integrity
purposes and advance notice when such interruption wil end.
3.1 System Integrity Interruptions shall be available to PacifiCorp all hours of
every day, and have priority over any other interruption or curtailment option
implemented at that time.
3.2 The interrupted service shall be restored when no longer needed to
maintain System Integrity.
3.3 A System Integrity Interruption shall not relieve Monsanto of any hours
under any other interruption or curtailment option. (For example, if a two-hour System
Integrity Interruption occurs during a five-hour Economic Curtailment, Monsanto wil be
considered to have been economically curtailed for only three hours, but the Economic
Curtailment shall end at the time stated in the Curtailment Notice.)
3.4 A System Integrity Interruption in response to a Double Contingency Event
shall last no longer than two consecutive hours in any 48 hour period.
4. Purpose of Interruption
PacifCorp may direct such interruptions at any time it concludes, in its sole
discretion, that PacifiCorp needs to utilze the Operating Reserves or System Integrity
Interruption, subject to the terms of the Agreement and this Exhibit A.
5. Number of Interruptions
5.1 The maximum number of Operating Reserve interruptions that PacifiCorp
may direct shall be:
(1) One hundred eighty-eight (188) hours per calendar year
(2) Twenty-five (25) interruptions for each calendar month
(3) Four (4) interruptions in any four (4) hour period
(4) Up to two (2) hours per interruption
5.2 The maximum number of System Integrity interruptions that PacifiCorp
may direct shall be twelve (12) hours per calendar year. Duration of any System
Integrity interruption can be longer than one hour.
5.3 Any interruption pursuant to this Agreement including all exhibits shall
count as a minimum of one (1) hour. Any Operating Reserve interruption that lasts
longer than one (1) hour but shorter than two (2) hours shall count as two (2) hours.
Any Operating Reserve interruption that lasts two (2) hours shall count as two (2) hours.
6. Operating Reserves Nonpenormance.
6.1 If, for any reason other than as defined in Section 8 of this Exhibit A
(Communication of Maintenance Scheduling) , Monsanto fails to comply with a request
from PacifCorp to interrupt load for Operating Reserves as specified in this Exhibit A,
PacifiCorp shall have the following remedies:
6.1.1 Monsanto shall pay PacifiCorp as damages the amount of
$150,000 for each occurrence, which the Parties agree is a reasonable
estimate of the damages expected to be incurred by reason of such
nonperformance.
6.1.2 PacifiCorp may request that Monsanto provide assurances
in writing that Monsanto will in the future comply with requests to interrupt
load for Operating Reserves as specifed in this Exhibit A, including any
actions Monsanto wil take to remedy the cause of such failure to comply.
6.1.3 In the event of a second failure by Monsanto to interrupt load
for Operating Reserves as specifed in this Exhibit A, PacifCorp may
petition the Commission for appropriate relief.
6.2 If, for any reason PacffCorp requires Monsanto to interrupt load for
Operating Reserves under circumstances not permitted in this Exhibit A, and Monsanto
complies with such request, Monsanto shall have the following remedies:
6.2.1 PacifiCorp shall pay Monsanto as damages the amount of
$150,000 for each occurrence, which the Parties agree is a reasonable
estimate of the damages expected to be incurred by reason of such load
interruption.
6.2.2 Monsanto may request that PacifiCorp provide assurances
in writing that PacifiCorp will in the future comply with the requirements for
interrupting load for Operating Reserves as specified in this Exhibit A,
including any actions PacifiCorp will take to remedy the cause of such
failure to comply.
6.2.3 In the event of a second failure by PacifiCorp to comply with
the requirements for interrupting load for Operating Reserves as specified
in this Exhibit A, Monsanto may petition the Commission for appropriate
relief.
6.3 The remedies provided in this Section 6 for the specified failures to comply
with Operating Reserves requirements of this Exhibit A are the sole and exclusive
remedies for such nonperformance.
7. Maintenance of Dedicated Telephone Line
Monsanto and PacifiCorp shall maintain a dedicated telephone line at their own
cost in their respective control rooms. This line shall be solely dedicated for
communications between Monsanto fumace operators and PacifCorp dispatchers.
Each part shall have an authorized employee available at all times to immediately
respond to telephone notices of interruption or curtailment of operations.
8. Communication of Maintenance Scheduling
8.1 PacifiCorp acknowledges that the electric phosphorus furnaces at
Monsanto wil be removed from service from time to time during the Term of this
Agreement for maintenance and overhauls. As provided for in Section 8 of Exhibit B,
Monsanto wil submit to PacifiCorp expected maintenance schedules and delays, as
well as inform PacifCorp dispatchers by telephone with a follow-up fax prior to restoring
electrical power to a furnace after such a delay.
8.2 If Monsanto has unavailable furnaces due to maintenance or overhaul,
and an interruption is called for either Operating Reserve or System Integrity, Monsanto
wil not resume operation of the unavailable furnaces untíJ the earlier of: 1) notice from
6
PacifCorp dispatcher or, 2) sixt (60) minutes after the notification by Monsanto to
resume service.
9. Communication
Notwithstanding the minimum notice requirements set forth in this Exhibit, the
parties wil use best efforts to provide each other with as much notice as possible of
interruption or curtailment of operations.
PacifCorp and Monsanto shall use an agreed-upon written communication script
to use during the telephone notice from PacifiCorp's dispatcher requesting such
interruption of electrical service for Operating Reserve.
The agreed-upon script may be updated from time to time by written mutual
consent by both parties.
10. Contacts
Monsanto operator:
Plant: (direct line)
Fax: [phone]
PacifCorp dispatch (Real-time desk):
Phone: [phone]
Fax: [phone]
Page 1
EXHIBIT "8"
Economic Curtilment Option
This Economic Curtailment Option, Exhibit B, is a part of the Electric Service
Agreement between PacifiCorp and Monsanto Company, dated as of March 1, 2011, as
amended from time to time (the "Agreement"), and is subject to the terms and
conditions of the Agreement.
1. Definitions
Capitalized terms used in this Exhibit B shall have the meanings specified below
or as contained in the Agreement:
1.1 Adjusted Index Price means the Index Price for a given Day times the
applicable hourly shaping factor set forth in Exhibit B-1 for each Economic Curtailment
Hour. The hourly scalars shall be reviewed annually and if substantial changes occur,
the scalars may be revised and updated per mutual agreement.
1.2 Economic Curtailment means an interruption of electric service to
Monsanto's Plant made by PacifiCorp in its sole discretion in accordance with this
Exhibit B.
1.3 Economic Curtailment Capacity means the 67 MWelectric load available
for Economic Curtailment under this Exhibit B.
1.4 Economic Curtailment Hours means the hours chosen by PacifiCorp for
Economic Curtailment during each Day.
1.5 Economic Curtailment Notice means the notice of curtailment provided to
Monsanto by PacifiCorp in accordance with Section 4 of this Exhibit B.
1.6 Economic Curtailment Response means Monsanto's response in
accordance with Section 5 of this Exhibit B to an Economic Curtailment Notice.
1.7 Index Price means the price for a given Day as specified for the identified
Intercontinental Exchange ("ICE") Day-Ahead index. During those hours that more than
67 MWof PacifiCorp merchant's firm transmission rights (North to South) on Path C go
Page 2
unutilized and are available, as determined on an after-the-fact basis by comparing
PacifiCorp's scheduled usage, as of the beginning of each Economic Curtailment Hour,
against firm Path C rights available to PacifiCorp's merchant function for that hour,
Monsanto wil pay PacifiCorp based on the lower of the appropriate (on-peak or off-
peak) ICE Mid-Columbia or Palo Verde Index Price for firm power each Monday through
Sunday.
For those hours that less than 67 MW of PacifiCorp merchant's firm Path C
transmission rights (north to south) on Path C are available, as determined on an after-
the-fact basis by comparing PacifiCorp's scheduled usage against firm Path C rights
available to PacifCorp's merchant function for that hour, Monsanto wil pay PacifiCorp
based on the appropriate (on-peak or off-peak) ICE Palo Verde Index Price for firm
power; provided, however, that the Palo Verde Index Price, rather than the lower of the
Palo Verde or Mid-Columbia Index Price, shall be paid only to the extent such
transmission rights are constrained on a scheduled basis for each Economic
Curtailment Hour. For example, if during an hour for which Monsanto has elected to
buy through 67 MW, only 30 MW of such transmission rights are available, Monsanto
wil pay based on the lower of the Palo Verde or Mid-Columbia Index Price for 30 MWhs
of the Replacement Energy delivered for that hour, and wil pay based on the Palo
Verde Index Price for the remaining Replacement Energy for that hour.
If separate on-peak and off-peak ICE indices are not reported for any Day during
the Term, the ICE indices for the most recent preceding Day (i.e., Saturday for Sunday)
shall be used to set the Index Price for the Dayan which separate on-peak and off-peak
ICE indices are not reported.
If the ICE indices or any replacement of either the Mid-Columbia or Palo Verde
index ceases to be reported during the Term, or ceases to be an accurate and reliable
index for the types of transactions currently covered, the Parties shall mutually agree
upon a substantially equivalent index that, after any appropriate or necessary
adjustments, provides the most reasonable substitute for the index in question. Neither
PacifiCorp nor Monsanto shall unreasonably withhold, condition or delay agreement to
such an index.
Page 3
1.B Path C means the particular high voltage transmission corridor comprised
of the Borah-Ben Lomond 345 kV, Brady-Treasureton 230 kV, Goshen-Grace 161 kV
and American Falls-Malad 138 kV lines, located in northern Utah and southern Idaho.
In accordance with the WECC criteria for rating paths, its transfer capability is based on
a simultaneous loss of both the Borah-Ben Lomond 345 kV and the Brady- Treasureton
230 kV lines, which share common right-of-way for approximately 50 miles. The
amounts of Path C (North to South) firm and non-firm transfer capabilty that
PacifiCorp's transmission function has available for sale is listed on PacifiCorp's OASIS
web site at ..http://w.oasis.pacificorp.com.. under the path name of 'WIIPPW/PATHC-
PAC Ell". The Parties acknowledge that the information supplied on PacifiCorp's OASIS
web site mayor may not be indicative of PacifiCorp merchant's actual Path C (North to
South) firm right schedule at the beginning of any Economic Curtilment Hour, and
PacifiCorp shall not be liable in any manner with respect to any curtailment or buy-
through decisions of Monsanto hereunder based on such Path C information.
1.9 Replacement Energy means the energy for any Economic Curtailment
Hour that Monsanto elects to buy through rather than physically curtailing its 67 MW
electric phosphorous furnace load.
During such hours that Monsanto does not physically curtail its electric
phosphorous furnace load, Replacement Energy shall be deemed to be 67 MWh per
Economic Curtailment Hour. During Economic Curtailment Hours that notice is provided
pursuant to Section 5 below that Monsanto intends to physically curtail electric
phosphorous furnace load, Replacement Energy shall be deemed to equal 67 MWh per
Economic Curtailment Hour less: (a) 67 MWh per Economic Curtailment Hour if furnace
#9 is identified for furnace curtailment, or (b) 49 MWh per Economic Curtailment Hour if
furnace #B is identified for furnace curtailment, or (c) 46 MWh per Economic Curtailment
Hour if furnace #7 is identified for furnace curtilment.
2. Amount of Economic Curtilment
2.1 Monsanto agrees to supply PacifiCorp 67 MWof Economic Curtailment up
to a maximum of BOO hours per calendar year, upon not less than two (2) hours of fax
notice, confirmed by telephone notice.
Page 4
2.2 If any of Monsanto's furnaces are not in operation, in order for PacifiCorp
to retain the abilty to call for Operating Reserves, no furnace shall be considered
available for Economic Curtailment during that time.
3. Purpose of Curtailment
PacffCorp may direct an Economic Curtailment at any time, subject to the terms
of Exhibit A and this Exhibit B.
4. Curtilment of Monsanto
4.1 PacifiCorp may exercise its right to Economic Curtailment, upon not less
than two (2) hours of fax notice from PacifiCorp's dispatcher to Monsanto's control
operator at [phone], with prompt confirmation by telephone notice through
Monsanto's direct line, requesting curtailment of electric service for economic purposes
and providingthe amount and duration, start and end time. Such fax notice shall utilize
the form of curtailment notice attached hereto as Exhibit B-2. If at the time of the
telephone notice Monsanto has not received the fax notice, the notice of curtailment
shall be deemed given by telephone. With such notice, PacifCorp wil provide to
Monsanto information regarding PacifiCorp's estimate of what Dow Jones may publish
for the Index Price, prior to any adjustments as provided for herein, for the day
associated with such period of curtailment. Such information wil be based on market
information reasonably known by PacifiCorp's dispatchers at the time with respect to the
Index Price, but PacifiCorp shall not be bound by such information and wil not be liable
in any manner for the accuracy of such information or any diferences between such
estimates and the actual Index Price.
4.2 If PacifiCorp has not received notice from Monsanto in accordance with
Section 5 below in response to an Economic Curtailment Notice, PacifiCorp will use
reasonable efforts to contact Monsanto by telephone, not less than one hour prior to the
time the designated Economic Curtailment is to commence; provided, however, that in
no event shall failure by PacifiCorp to make such contact relieve Monsanto of its
obligation to pay Replacement Energy Charges for the Economic Curtailment Hours
designated in PacifiCorp's Economic Curtailment Notice. Further, if notwithstanding
Page 5
PacifiCorp's attempts to provide notice to Monsanto pursuant to Section 4.1 above, and
through no fault of PacifiCorp, Monsanto does not receive an Economic Curtailment
Notice, Monsanto shall nevertheless pay Replacement Energy Charges for the
Economic Curtailment Hours designated in such notice.
4.3 Monsanto shall take action as needed to curtail the electrical supply to up
to 67 MW of its electric phosphorus furnace load at the designated curtailment time.
The curtailed service shall be restored at the end of the duration of the Economic
Curtailment.
5. Buy-Through Replacement Energy
5.1 Monsanto shall have the option to buy-through Economic Curtailment by
paying PacifiCorp for Replacement Energy costs at the Adjusted Index Price.
5.2 Monsanto may exercise its right to buy-through an Economic Curtailment,
in whole or part, by fax notice to PacifCorp's dispatcher at [phone], with prompt
confirmation by telephone notice at [phone] (or alternatively, 503-813-5389),
requesting such buy-through at any time up to one (1) hour prior to the time the
designated Economic Curtailment is to commence. Regardless of whether Monsanto
elects to buy through, it shall provide PacifiCorp an Economic Curtilment Response by
fax and telephone to PacifiCorp's dispatcher, no later than one (1) hour prior to the time
the designated Economic Curtailment is to commence, stating the amounts that
Monsanto will curtail, the electric phosphorous furnace that Monsanto plans to curtail (if
any), and the amount of Replacement Energy that Monsanto elects to buy through.
If Monsanto has curtailed load in accordance with an Economic Curtailment
Notice, it may thereafter elect to buy-through a portion of the Economic Curtailment
period by providing fax notice not less than one (1) hour prior to the hour it desires to
commence the buy-through. Monsanto shall pay for Replacement Energy for any
amounts not curtiled pursuant to an Economic Curtailment Notice from PacifCorp. If
Monsanto curtils load in accordance with an Economic Curtilment Notice from
PacifiCorp, but fails to provide an Economic Curtailment Response as required herein,
Monsanto shall pay PacifiCorp an amount equivalent to what would be due for
Replacement Energy as though it had elected to buy through the Curtailment Hours for
PageS
the entire 67 MW, but only for those Curtailment Hours for which Monsanto had not
provided an Economic Curtailment Response at least one hour in advance.
5.3 At all times, all furnaces shall remain subject to System Integrity
interruption, and Monsanto shall not be obligated to pay for, nor entitled to receive,
Replacement Energy during a period of System Integrity interruption, all of the foregoing
in accordance with applicable IPUC Orders.
5.4 All Economic Curtailment Notices and Economic Curtailment Responses
to be provided under this Section 5 shall utilze the form of notice attached hereto as
Exhibit B-2.
6. Economic Curtilment Nonperformance.
If Monsanto does not fully comply with an Economic Curtailment Notiæ in
accordance with this Exhibit B, Monsanto shall pay for Replacement Energy for those
Curtailment Hours of noncompliance as specified in Section 4.1.3 of the Agreement and
this Exhibit B
7. Maintenance of Dedicated Telephone Line and Fax Facilties
7.1 Monsanto and PacifiCorp shall maintain a dedicated telephone line at their
own cost in their respective control rooms. This line shall be solely dedicated for
communications between Monsanto furnace operators and PacifiCorp dispatchers.
Each part shall have an authorized employee available at all times to immediately
respond to curtailment notices or curtailment of operations. Each part shall also
, maintain at their own cost fax facilties, with a telephone line dedicated for the fax
facilities, necessary for transmitting and receiving fax notices as required herein. While
PacifiCorp acknowledges that as of the date of this agreement Monsanto does not have
in place a telephone line dedicated for such fax facilities, Monsanto shall with due
dilgence obtain the installation of such a line and proper operation of the fax facilties as
soon as possible. If such fax facilties cannot be made to function properly within three
months, the parties wil work in good faith to achieve an alternative means of notice.
7.2 The fax requirements under this agreement shall begin onæ the fax line to
be installed by Monsanto is functioning properly.
Page?
8. Communication of Schedules
8.1 PacifiCorp acknowledges that the electric phosphorus furnaces at
Monsanto wil be removed from service from time to time during the term of this
Agreement for maintenance and overhauls. Monsanto wil submit to PacifiCorp on the
first business day of the month or as soon thereafter as practicable, by fax, expected
maintenance schedules and delays, if any, expected dunng the following calendar
month, including scheduled time of curtailment, duration, and electrical load of
corresponding furnace. Monsanto shall provide such schedules using the best
information reasonably available, but it is understood that they wil reflect only an
estimate and, therefore, shall not be binding on Monsanto. Further, the failure to
provide such scheduling information shall not preclude Monsanto from taking furnaces
out of service for maintenance. Monsanto will also inform PacifiCorp by telephone or
fax prior to restonng electrical power to a furnace after such a delay.
8.2 In.order to enable Monsanto to anticipate possible curtailment, to plan
furnace operations and make buy-through decisions in accordance herewith, PacifiCorp
shall submit to Monsanto on the first day of each calendar month, or as soon thereafter
as practicable, by fax, a schedule showing the estimated times, durations and total
hours of economic curtailments, if any, expected during the following calendar month.
PacifiCorp shall prepare such schedule using the best information reasonably available,
but it is understood that it shall reflect only an estimate of expected conditions and,
therefore, shall not be binding upon PacifiCorp. Further, the failure to provide such
scheduling information shall not preclude PacifiCorp from implementing Economic
Curtailment.
9. Reporting
Simultaneous with PacifiCorp's monthly invoice to Monsanto for power and
energy purchased, PacifiCorp shall provide Monsanto with a report detailng all
interruptions and curtailments during the previous month, including the following
information:
Page 8
1) Type of interruption or curtailment (system emergency or integrity, operating
reserves, or Economic Curtailment)
2) Date
3) Beginning and end time
4) Duration
5) Megawatts interrupted or curtailed
6) Year-to-date total hours of each type of interruption or curtailment
7) Buy through charges, rate, source and energy purchased
10. Audit
Monsanto reserves the right to perform audits of records of PacifiCorp related to
the Replacement Energy prices and volume charged to Monsanto hereunder, including
records regarding constraints on Path C affecting such prices. PacifiCorp wíl allow
Monsanto reasonable access to such records at mutually agreed upon times. Neither
part shall be responsible for any expenses incurred by the other part associated with
such audits.
Page 9
Exhibit B-1
Hourly Shaping Factors
Monday - Friday
Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec
HR0100 0.96 0.97 0.97 1.01 0,95 0.95 1.04 1.03 1.00 1.01 0.96 0,96
HR0200 0.90 0.93 0.93 0.91 0.87 0.87 0.91 0.92 0.89 0.92 0.91 0.92~89 0.92 0.91 0.86 0.85 0.81 0.84 0.84 0.85 0.86 0.86 0.89
HR0400 0.89 0.92 0.90 0.85 0.83 0.76 0.80 0.79 0.84 0.84 0.86 0.90i
HR0500 0.93 0.94 0.92 0.88 0.83 0.75 0.79 0.79 0.84 0.86 0.90 0.94
HR0600 1.05 1.05 1.02 0.95 0.87 0.77 0.81 0.80 0.85 0.94 1.03 1.04
HR0700 0.92 0.97 0.88 0.81 0.60 0.40 0.47 0.49 0.59 0.74 0.87 0.94.
HR0800 1.02 1.05 0.97 0.91 0.68 0.47 0.52 0.54 0.67 0.88 0.96 1.03
HR0900 1.05 1.07 0.98 0.96 0.75 0.55 0.60 0.64 0.76 0.92 0.98 1.03
HR1000 1.03 1.02 0.99 0.97 0.80 0.62 0.70 0.72 0.85 0.96 0.99 1.01
HR1100 1.01 0.99 0.98 0.98 0.86 0.70 0.80 0.83 0.90 0.98 0.99 0.98
HR1200 0.98 0.96 0.98 1.00 0.91 0.83 0.89 0.92 0.96 0.99 0.98 0.95
HR1300 0.95 0.96 0,97 1.02 1.06 1.02 1.05 1.04 1.06 1.01 0.97 0.92
HR1400 0.94 0.93 0,99 1.02 1.5 l.ii l.4 l.9 1.4 1.03 0.97 0.89
HR1500 0,92 0.92 0.99 1.04 1.8 1.4 1.29 1.7 1.20 1.07 0.96 0.88
HR1600 0.91 0.93 0.99 1.04 1.22 1.6 1.9 1.33 1.22 1.06 0.97 0.90
HR1700 0.95 0.95 1.00 1.04 1.22 1.44 1.39 1.5 1.22 1.05 1.03 I 0.98
HR1800 1.04 1.04 1.03 1.04 1.20 1.48 1.6 1.2 1.9 1.06 1.09 1.0
HR1900 1.0 1.06 1.09 1.03 1.7 1.43 1.1 1.24 1.6 1.08 1. 1 1.4
HR2000 1. 1 1.09 1.0 1.06 1.08 1.5 1.8 1.2 1.09 1.08 1.09 1.4
HR2100 1.07 1.04 1.08 1.06 1.08 1.20 1.01 1.03 1.04 1.07 1.07 1.09
HR2200 0.99 1.00 1.00 1.01 1.03 0.89 0.91 0.97 0.97 1.02 0,98 1.01
HR2300 1.26 1.8 1.22 1.4 1.51 1.64 1.47 1.49 1.43 1.4 1.31 1.21
HR2400 1.4 i.O 1.2 1.8 1.28 1.44 1.4 1.4 1.1 1.24 1.7 l.2
Saturday
Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec
Page 10
HRõ1"oo 1.00 1.00 0.98 1.02 1.00 0.95 1.02 1.03 1.09 1.01 1.00 1.00
HR0200 0.96 0.98 0.96 0.94 0.92 0.90 0.98 0.96 0.94 0.95 0,95 0.97
, HR0300 0.96 0.98 0.95 0.92 0.88 0.84 0.89 0.84 0.96 0.92 0.94 0.95
HR0400 0.97 0,96 0.96 0.90 0.86 0.85 0.85 0.80 0.86 0.88 0.94 0.93
HR0500 0.97 0.97 0.95 0.90 0.86 0.78 0.82 0.80 0.89 0.89 0.93 0.94
HR0600 1.01 1.01 0.98 0.89 0.86 0.77 0.77 0,81 0.89 0.92 1.01 0.94
HR0100 0.95 0.96 0.86 0.79 0.71 0.57 0.58 0.48 0.80 0.73 0.88 0.82
HR0800 0.98 1.00 0.92 0.83 0.73 0.63 0.58 0.50 0.72 0.74 0.92 0.91
HR0900 1.02 0.99 0.93 0.91 0.81 0.70 0.65 0.59 0.74 0.85 0.94 0.99
HR1000 1.00 0.98 0.95 0.97 0.88 0.76 0.77 0.68 0.85 0.89 0.98 0.96
I HR1100 0,99 0.97 1.00 0.99 0.97 0.88 0.88 0.81 0.94 0.95 1.00 0.97
HR1200 0.99 0.97 0.99 1.03 1.00 0.97 0.97 0,93 0.99 1.01 1.01 0.99
HR1300 0.97 0.96 0.99 1.01 1.03 1.08 1.06 1.02 1.06 1.06 0.99 0.98
I HR1400 0.95 0.96 0.99 1.01 1.08 1.3 1.2 1.09 1.0 1.05 0.99 0.96
HR1500 0.93 0.94 0,98 1.01 1.09 1.7 U8 1.32 1.4 1.05 0,98 0.94
HR1600 0.92 0.93 0.97 1.02 1.0 1.20 1.22 1.3 1.4 1.07 0.97 0.95
HR1100 0.92 0.95 1.00 1.03 1.3 1.9 1.24 1.4 1.6 1.07 1.02 1.01
HR1800 1.02 1.03 1.06 1.05 U5 1.25 1.22 1.4 1.13 1.08 1.06 1.06
HR1900 1. 1 1.0 1. 1 1.07 1.2 1.6 1.20 1.21 1.3 1.5 1.0 1.2
HR2000 1.2 1. 1 1.3 1.09 1.09 1.3 1.6 1.6 1.08 1.3 1. 1 1.8
HR2100 1.09 1.09 1.08 1.2 1.07 1.13 1.1 1.3 1.03 1.1 1.07 1.2
HR2200 1.04 1.06 1.05 1.08 1.04 1.05 1.06 1.07 1.01 1.06 0.99 1.06
HR2300 LIO 1.09 1.5 1.25 1.9 1.6 1.8 1.45 1.21 1.25 1.9 1.9
HR2400 1.05 1.01 1.07 1.7 1.22 1.4 1.1 1.1 1.6 1.9 1.04 1.08
Sunday
Jan Feb Mar Apr May Joo Jul Aug Sept Oct Nov Dec
HR0100 0.83 0.88 0.86 0.86 0.73 0.66 0.83 0.75 0.72 0.84 0.87 0.84
HR0200 0.77 0.88 0.81 0.79 0.68 0.63 0.75 0.68 0.66 0.78 0.81 0.82
HR0300 0.75 0.87 0.78 0.71 0.66 0.59 0.67 0.64 0.64 0.74 0.77 0.79
HR0400 0.78 0.86 0.75 0.73 0.62 0.55 0.61 0,63 0.63 0.73 0.76 0.76
HR0500 0.78 0,87 0.76 0.71 0.61 0.54 0.55 0.57 0.62 0.71 0.76 0.76
HR0600 0.81 0.89 0.80 0.73 0.60 0.55 0.53 0.58 0.58 0.69 0.76 0.77
Page 11
HR0700 0,92 0.95 0,84 0.82 0.69 0.57 0.56 0.61 0.59 0.76 0.87 0.86
HROBOO 0.96 0.99 0.86 0.90 0.73 0.63 0.59 0.59 0.65 0,78 0.91 0.93
HR0900 1.00 1.00 0.90 0.94 0.77 0.70 0,63 0.68 0.73 0.83 0.96 0.98
HR1000 1.01 1.00 0.97 0.98 0.83 0.81 0.77 0.75 0.85 0.91 1.02 0.99
HR1100 1.02 1.01 1.00 1.01 0.89 0.92 0.97 0.87 0.97 0.94 1.03 1.00
HR1200 1.03 1.00 1.02 1.02 0,98 1.05 1.06 0.96 1.05 1.03 1.06 0.97
HR1300 1.02 0.99 1.00 1.08 1.03 1.20 1.21 1.0 1.2 1.05 1.06 0.97
HR1400 1.01 0.97 1.02 1.09 1.5 1.25 1.26 1.24 1.27 1. 1 1.05 0.96
HR1500 0.99 0.98 1.02 1.0 1.2 1.9 1.3 1.42 1.4 1.5 1.06 0.95
HR1600 1.01 1.00 1.04 1.09 1.55 1.4 1.9 1.45 1.7 1.7 1.04 0.96
HR1700 1.0 1.01 1.03 1. i 1.70 1.6 1.40 1.44 1.9 U8 1.08 1.09
HR1800 U7 1.07 1.20 1.9 1.0 1.9 1.42 1.42 1.42 1.24 1.20 1.24
HR1900 1.25 1.8 1.44 1.22 1.4 1.42 1.41 1.47 1.41 1.6 1.26 1.1
HR2000 1.26 1.22 1.0 1.25 1.26 1.44 1.37 1.41 1.8 1.0 1.27 1.4
HR2100 1.24 1.0 1.29 1.28 1.25 1.45 1.29 1.5 1.1 1.0 1.26 1.3
HR2200 U9 U6 1.20 1.25 1.22 1.7 1.25 1.0 1.26 1.25 1.5 1.24
HR2300 1.08 1.05 1.09 1.13 1.00 1.20 1. 1 1.10 1.06 1.4 1.04 U5
HR2400 1.03 0.99 1.01 1.01 0.90 1.08 1.02 0.98 0.98 1.01 0.94 1.02
Page 12
Exhibit B-2
Economic Curtilment Notice and Response
PACIFICORP NOTICE:
To: Monsanto Fax [phone]
Voice: Direct Line
Date:
MONSANTO RESPONSE:
To: PacifiCorp Fax [phone]
Voice: 503-813-5374
(alternatively, 503-813-5389)
Date:
(Month/DaylYear)Time:
(Month/DaylYear)
Time:
(Mountain Prevailing Time)(Mountain Prevailng Time)
Economic Curtilment Notice: PacifiCorp notice must be given no later than two (2)
hours prior to the Curtilment Hour(s) during the Day.
Economic Curtailment Response: Monsanto response must be provided no later than
one (1) hour from the time stamp on the Notice.
I Day:
Month Day I Year I
Each Curtilment Hour is one (1) hour in duration.
PacifiCorp's Economic Curtilment Notice Monsanto's Economic
Curtilment Response
Start of Economic Curtilment HourCurtilment
Mountain Prevailng Indicate "X"Estimated Replacement PhysicalforHourly Total(Monsanto)Curtilment Price Energy Curtilment MWTimeHour$/MWH MW MW
1:30AM +=672:30AM +=67
3:30AM +=674:30AM +=675:30AM +=676:30AM +=67
7:30AM +-678:30AM +=67
9:30AM +=67
10:30 AM +=67
11:30 AM +=67
12:30 PM +=67
1:30 PM +=672:30PM +=67
3:30 PM +=67
4:30 PM +=67
5:30 PM +=67
6:30 PM +=67
7:30 PM +=67
8:30 PM +=67
9:30 PM +=67
10:30 PM
11:30PM
12:30 AM I
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