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Short Term Offers (Attachment N) (00084508-2)DOC

By Ashley Jones,2014-01-09 11:00
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Short Term Offers (Attachment N) (00084508-2)DOC

Attachment N

    Short Term Offers: Additional and/or Substitute Provisions

    1. Preamble: Sellers of Short Term Offers may replace the Preamble in its entirety with

    one of the following and revise the Agreement to use the appropriate defined terms

    throughout the Agreement:

This Confirmation Agreement (“Confirmation” or “Agreement”) is entered into as of

    _____________ (“Execution Date”) by and between Pacific Gas and Electric Company, a

    California corporation (“PG&E” or “Buyer”) and [_________________] (“Seller”), each individually a “Party” and collectively the “Parties,” and confirms the transaction

    (“Transaction”) agreed to by the Parties regarding the purchase and sale of the Product (as defined below) hereunder. This Confirmation is being provided pursuant to and in accordance with the [Amended and Restated] Master Power Purchase and Sale

    Agreement between the Parties, dated _________, as amended by

    __________________________ (the “EEI Master Agreement”), and constitutes part of

    and is subject to the terms and conditions of such EEI Master Agreement; [provided however, the Parties agree that __________________ does not apply to this Confirmation]. To the extent that this Confirmation is inconsistent with any provision of the EEI Master Agreement, this Confirmation shall govern the rights and obligations of the Parties hereunder. Capitalized terms used but not defined herein shall have the meanings assigned to them in the EEI Master Agreement. [Short Term Offers: Seller to

    see http://www.eei.org/ourissues/ElectricityGeneration/Pages/MasterContract.aspx for

    current version of EEI Master Agreement]

OR

    This confirmation letter ("Confirmation") confirms the Transaction between [_________] and Pacific Gas and Electric Company ("Buyer"), each individually a "Party" and together the "Parties", dated as of [_________]. This Transaction is governed by the WSPP Agreement between the Parties, effective as of [_________], along with any amendments and annexes that existed on [_________], thereto, including [_________] (collectively, the "Master Agreement"). The Master Agreement and this Confirmation shall be collectively referred to herein as “Agreement.” Capitalized terms used but not otherwise defined in this Confirmation have the meanings ascribed to them in the Master Agreement or in the [______________]; provided, that to the extent that this Confirmation is inconsistent with any provision of the Master Agreement, this Confirmation shall govern the rights and obligations of the Parties hereunder. [Short

    Term Offers: Seller to see http://www.wspp.org/ for current version of WSPP Master

    Agreement]

2. General Definitions: Sellers of Short Term Offers may revise the following

    definitions as follows and as applicable to the Short Term Offer:

    2.1 Short Term Offers Outside California may delete the definition of “Curtailment

    Period in its entirety and replace it with the following as applicable:

    “Curtailment Period” means the period of time during which (a)

    curtailments ordered from the Transmission Provider, for reasons including {00084508.DOC;2} 1

Attachment N

    Short Term Offers: Additional and/or Substitute Provisions

    but not limited to any system emergency declared or determined by the

    Transmission Provider, or (b) curtailments ordered by a Transmission

    Provider prevent Buyer from receiving or Seller from delivering [Delivered

    Energy] at the Delivery Point.

    2.2 Short Term Offers Outside California may delete the definition of “Distribution Upgrades” in its entirety and replace it with:

    Distribution Upgrades” means the additions, modifications, and upgrades to the

    Transmission Provider’s Interconnection Facilities at or beyond the

    Interconnection Point to facilitate interconnection of the Project and render the

    transmission service necessary to effect Seller’s wholesale sale of electricity in

    interstate commerce. Distribution Upgrades do not include Interconnection

    Facilities.

    2.3 Short Term Offers Outside California may delete the definition of “Electric System Updates” in its entirety and replace it with:

    “Electric System Upgrades” means any Network Upgrades, Distribution

    Upgrades, or Interconnection Facilities that are determined to be necessary by the

    Transmission Provider, as applicable, to physically and electrically interconnect

    the Project to the Transmission Provider’s electric system for receipt of Energy at

    the Interconnection Point.

    2.4 Short Term Offers Outside California may delete the definition of “Good Utility Practices” in its entirety and replace it with:

    "Accepted Electrical Practices" means (a) those practices, methods, applicable

    codes, and acts engaged in or approved by a significant portion of the electric

    power industry during the relevant time period, or (b) in the absence of such

    practices, methods, applicable codes, and acts, any of the practices, methods, and

    acts which, in exercise of reasonable judgment in light of the facts known at the

    time a decision is made, could have been expected to accomplish a desired result

    at reasonable cost consistent with good business practices, reliability, safety, and

    expedition. Acceptable Electrical Practices are not intended to be limited to the

    optimum practices, methods, or acts to the exclusion of other, but rather refers to

    a spectrum of practices, methods, and acts generally accepted, or approved by a

    significant portion of the electric power industry in the relevant region, during the

    relevant time period, as described in the immediately preceding sentence.

2.5 Short Term Offers Outside California may delete the definition of “Interconnection

    Facilities” in its entirety and replace it with the following:

    “Interconnection Facilities” means the Transmission Provider’s Interconnection

    Facilities and the Seller’s Interconnection Facilities. Collectively, Interconnection

    Facilities include all facilities and equipment between the Project and the {00084508.DOC;2} 2

Attachment N

    Short Term Offers: Additional and/or Substitute Provisions

    Interconnection Point, including any modification, additions or upgrades that are

    necessary to physically and electrically interconnect the Project to the

    Transmission System. Interconnection Facilities are sole use facilities and shall

    not include Distribution Upgrades or Network Upgrades.

    2.6 Short Term Offers Outside California may delete the definition of “Network

    Upgrades” in its entirety and replace it with:

    “Network Upgrades” means the additions, modifications, and upgrades to the

    Transmission System required at or beyond the point at which the Interconnection

    Facilities connect to the Transmission System to accommodate the interconnection of

    the Project to the Transmission System.

2.7 Short Term Offers may delete the definition of “Product” in its entirety and replace it

    with one of the following as revised as appropriately for the transaction structure:

     “Product” shall mean [_________] MW/h of California RPS-eligible electric energy,

    structured in a [monthly] [___________]firming and shaping product, and sold by

    Seller to Buyer at the Delivery Point as [firm] energy [pursuant to Service Schedule C

    of the WSPP Master Agreement].

    OR

    “Product” shall mean [WSPP Schedule C Firm] [___________] (“Energy”) bundled

    with all Green Attributes that are produced by or associated with the Project. All

    Green Attributes delivered by Seller pursuant to this [Confirmation][Agreement] shall

    be supplied and attributable to generation from the Project only. The Energy and the

    Green Attributes shall be referred to together as “Bundled Green Energy” or

    “Product.” All Bundled Green Energy shall comply with the requirements of the

    California Renewables Portfolio Standard for out-of-state renewable generation,

    including, without limitation, the eligibility and delivery requirements set forth in the

    guidelines adopted by the CEC pursuant to California Public Resources Code Section

    25741.

    2.8 Short Term Offers with a Delivery Term of less than four calendar years may add the

    following to the definition of “Project” for Buyer’s consideration depending on the

    structure of the Short Term Offer:

    where the Project is subject to an outage of [____] or more consecutive [days]

    [___________], Seller’s other facilities in [____________] that are certified

    by the CEC as ERRs prior to the delivery of the Product from such other

    facility(ies).

    3. Section 3.1(b): Sellers of Short Term Offers may revise Section 3.1(b) with the

    following language:

{00084508.DOC;2} 3

    Attachment N

    Short Term Offers: Additional and/or Substitute Provisions

    (b) Transaction. Buyer is purchasing and Seller is selling the Product under

    the terms and conditions of this [Confirmation][Agreement].

OR

    (b) Transaction. Unless specifically excused by the terms of this Agreement during the Delivery Term, (i) Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received at the Delivery Point, the quantity of [Bundled Green Energy][Product] provided in Section [3.1(e)], and (ii) Buyer shall immediately thereafter sell and deliver, or cause to be delivered, and Seller shall purchase and receive, or cause to be received at the Delivery Point, the same quantity of [Energy], all at the Contract Prices provided herein. The Parties agree that so long as Seller sells and delivers [Bundled Green Energy][Product] to Buyer, the sale and delivery of Energy from Buyer to Seller immediately thereafter shall be automatic, continuous and unconditional. The net effect of the transaction is Buyer’s purchase from Seller of the quantity of the Green Attributes provided in [Section 3.1(e)]. In no event shall Seller have the right to procure any element of the [Bundled Green Energy][Product] from sources other than the Project for sale or delivery to Buyer under this Agreement. Buyer shall have no obligation to receive or purchase the [Bundled Green Energy][Product] from Seller prior to or after the Delivery Term. Seller shall be responsible for any costs or charges imposed on or associated with the [Bundled Green

    Product] or its delivery of the [Bundled Green Energy][Product] up Energy][

    to and at the Delivery Point, and for any costs or charges imposed on or associated with the Energy after its receipt at the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the [Bundled Green Energy][Product] after its receipt from the Delivery Point and prior to the delivery of the Energy to Seller. The Parties agree that, throughout the Delivery Term, between Buyer and Seller, Seller shall be responsible for any costs under any interconnection agreement with the Transmission Provider. The Parties agree that, between Buyer and Seller, Seller shall be responsible to arrange and pay independently for any and all necessary electrical interconnection, scheduling, distribution and/or transmission (and any regulatory approvals required for the foregoing), sufficient to allow Seller to deliver the [Bundled Green Energy][Product] to

    the Delivery Point for sale pursuant to the terms of this Agreement. Each Party agrees to act in good faith in the performance of its obligations under this Agreement.

    4. Section 3.1(b)(I): Sellers of Short Term Offers may also insert as Section 3.1(b)(I)

    one of the following, as applicable and use the defined terms throughout the

    Agreement :

    (I) Delivery Rate: Seller shall shape and deliver [Energy] during each

    [___________] of the Delivery Term (each, a “Delivery calendar [month]

    {00084508.DOC;2} 4

    Attachment N

    Short Term Offers: Additional and/or Substitute Provisions

    [___________]”) as uniform [hourly] blocks of [On-Peak] [Off-[Month]

    Peak] [Energy] deliveries in each Delivery [Month] [___________]. On or

    before the [_________] day of each Delivery [Month] [___________] (or

    the next business day if [_________] is a business day), Seller shall notify Buyer of the quantity of [Energy] that Seller will deliver to Buyer during each [On-Peak] [Off-Peak] [hour] in the next Delivery [Month]

    [___________] (the “[Hourly] [___________] Amount”). The [Hourly

    Amount] [___________] shall not exceed [_________] MW/hour and shall

    be in [_________] MW increments.

OR

(I) Delivery Rate: Seller shall, subject to the other terms of this

    [Confirmation] [Agreement], deliver the [Product] to Buyer, from the start of the Delivery Term until such time as the [Product] has been delivered in full, at a rate [not less than the rate at which electric energy is generated by the Project] [of _____________].

For each [month] [___________] of generation by the Project during the

    Term, this firming and shaping of the generation from the Project shall occur over [three] [one-month] [___________] periods as follows:

(A) Storage [Month]. In period one, Seller shall store [hourly]

    [___________]generation from the Project in Seller's electrical system.

(B) Notification [Month]. On or before the [___________] [calendar]

    [day] [___________] of period two, Seller shall notify Buyer of the total quantity of electrical energy (in MWh) generated by the Project in the entire preceding [month] [___________] (“Storage [Month] [___________]”)

    and the number of Blocks that Seller will deliver to Buyer at the Delivery Point in the subsequent [month] [___________] (“Conveyance [Month]

    [___________]”).

(C) Conveyance [Month]. Throughout all [On-Peak][Off-Peak] hours

    in period three, Seller shall deliver to Buyer at the Delivery Point the number of Blocks specified in the preceding Notification [Month]

    [___________]; provided, that Buyer shall be permitted to add [any energy curtailments by the applicable balancing authority] for the Delivery Point to the following Conveyance Month.

    “Blocks” means the quantity of [_____________] MW “blocks” of the [Product] as [WSPP Schedule C Energy] [___________] scheduled and

    delivered in accordance with this [Confirmation][Agreement]. The quantity of such [_____________] MW blocks shall be calculated pursuant to the following formula for each applicable Conveyance [Month] [___________] during the Delivery Term:

    {00084508.DOC;2} 5

    Attachment N

    Short Term Offers: Additional and/or Substitute Provisions

    (A + B) / C, rounded to the nearest integer that is evenly divisible by [_____________].

    Where:

    A = the amount of [energy] identified in the applicable Notification

    [___________] [Month]

    B = the Roll-Over Amount

    C = the total number of [On-Peak] [Off-Peak] hours in the applicable Conveyance [Month]

    All excess or shortage of [energy] through rounding shall be added (as a positive number for any shortage or as a negative number for any excess) to the next Conveyance [Month] [___________] (“Roll-Over Amount”);

    provided that, for the last Conveyance [Month] [___________] of the

    Delivery Term, the quantity of Blocks shall be rounded up to the next integer.

OR

(I) Delivery Rate: The [Energy] shall be shaped and delivered by

    Seller during the [On-Peak] [Off-Peak] hours of [a calendar month] [________________] (each, a “Delivery [Month] [___________]”). For

    each [On-Peak][Off-Peak] hour during each Delivery [Month] [___________] throughout the Term, Seller shall deliver [Energy] as follows:

Delivery Month Delivery Rate (MW per [On-Peak] [Off-

    Peak] hour)

     [________] [ __] MW

     [________] [__] MW

     [________] [__] MW

     (A)The Parties agree that the delivery rate of [Energy] for each [month] [________] of the Term may be increased or decreased as provided in paragraph (B) below so that the amount of [Energy] (as measured in MWh) delivered matches as closely as possible with the amount of Green Attributes produced by the Project during the applicable [Contract Year] [___________].

    (B) In the event more or less Green Attributes are anticipated to be produced by the Project during a [Contract Year] [___________] based

    on (I) actual [Energy] deliveries for [________] of that [Contract Year]and (II) a forecast of [Energy] deliveries for the balance of such [Contract Year] (a “Green Attributes Surplus” or “Green Attributes Shortfall,” referred to individually and collectively as a “Green Attributes Imbalance”), Seller shall increase or decrease the delivery rate of [Energy]

    {00084508.DOC;2} 6

    Attachment N

    Short Term Offers: Additional and/or Substitute Provisions

    during [________] of such [Contract Year] to reduce the Green Attributes Imbalance as much as possible. The delivery rate of [Energy] in [________] shall be in multiples of [________] MWs rounded down to match the total expected volume of Green Attributes in the same [Contract Year]. On or before the [________] of [________] of each [Contract Year], Seller shall provide to Buyer the total quantity of [Energy] that Seller will deliver to Buyer in [________] of such [Contract Year].

    5. Section 3.4[(b)][(c)]: Sellers of Short Term Offers may revise Section 3.4[(b)][(c)]

    with one of the following and revise the Agreement to use the appropriate defined

    terms throughout the Agreement:

    (i) Scheduling. Seller shall schedule the [Product] [__________] to Buyer as [WSPP Schedule C Energy] [firm] [energy] [__________] and consistent with the most recent rules adopted by the WECC. In accordance with this [Confirmation][Agreement], [Seller] [__________] shall schedule and deliver to Buyer the [Product] as [WSPP Schedule C] [Energy] [__________] during [__________] [On-Peak] [Off-Peak hours throughout the Delivery Term. Delivery and scheduling of the [Energy] [__________] shall comply with applicable NERC rules. NERC E-Tags will comply with the delivery requirements as specified by the CEC. [Buyer] [Seller] shall be responsible to create NERC E-tag documentation for each [confirmed day-ahead] [__________] delivery, and to revise such NERC E-tags [hourly] [__________], as necessary, to show that the associated schedule pertains to this [Confirmation] [Agreement], that the Project is the source of the Renewable Energy Credits or WREGIS Certificates, and, via the NERC E-tag’s physical path chain, that the

    Project is the sole source of the Green Attributes. The Parties may also agree to additional scheduling and communication protocols necessary to implement deliveries under this [Confirmation] [Agreement].

    (ii) Forecasting. [________] Business Days before the [__________]of [month] [______________] during the Delivery Term, Seller shall provide to Buyer the estimated electric generation from the Project forecast for that [month] [__________] and the following [month] [__________]. [________] Business Days before the [__________]of [________] during the Delivery Term, Seller shall provide Buyer with an updated estimate of generation from the Project forecast for that [________]. Such estimates shall be of the same type of information Seller relies on in its normal course of business. Within [________] of execution of this [Confirmation][Agreement], Seller shall provide Buyer with a non-binding, indicative forecast of generation from the Project by [________] for [________]. The Parties acknowledge and agree that any such estimate or forecast provided under this Section [__] is for informational purposes only and does not obligate or commit Seller to provide or deliver such estimated or forecasted energy to Buyer.

    {00084508.DOC;2} 7

Attachment N

    Short Term Offers: Additional and/or Substitute Provisions

    6. Article 6: Sellers of Short Term Offers may replace Article 6 in its entirety with one

    of the following:

    Payments. Seller shall invoice, and Buyer shall pay, for [Product] [__________]

    pursuant to [Article 6] [__________] of the [EEI Master Agreement][WSPP Master

    Agreement]. Within [__________] days after the transfer to Buyer of the WREGIS

    Certificates for a Contract Year, Buyer shall invoice Seller for an amount reflecting a

    true-up of any differences between the amount of [Product] [__________] paid for

    previously by Buyer and the amount of Green Attributes represented by the WREGIS

    Certificates transferred to Buyer for such Contract Year.

    7. Sections 8.4 and 8.5: Sellers of Short Term Offers may revise Sections 8.4 and 8.5

    with the following as applicable for Buyer’s consideration based on Buyer’s credit

    policies and the structure of the Short Term Offer:

    As this [Confirmation][Agreement] is being provided pursuant to and in accordance

    with the [EEI] [WSPP] Master Agreement, the obligations of each Party under the

    [Confirmation] [Agreement] shall be secured [in accordance with the provisions of

    the [EEI] [WSPP] Master Agreement].

{00084508.DOC;2} 8

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