HomeMy WebLinkAboutDept of Energy �t Q Capartment of Energy
;r �►, s 'Mstern Area Powar Administration
sierra Nevada i,:u3tcmer Service Pagion
;n •,ice„a 114 ParksMre OrNe
Folsom, California 956:30-4710
Mr. Stephen Hollabaugh
Power Supply Engineer
Truckee Donner Public Utility District
11570 Donner Pass Road
Truckee, CA 96160
Dear Mr. Hollabaugh:
Enclosed please find one fully executed original of Assignment 04-SNR-00776
(Assignment) between the Truckee Donner Public Utility District (Truckee Donner), the
Northern California Power Agency (NCPA), and the Western Area Power Administration
(Western). This Assignment has been approved by Western for the assignment of
Truckee Donner's Base Resource Percentage to NCPA. Truckee Donner shall retain its
Base Resource Contract 00-SNR-00374 with 0.00000 percent of the Base Resource
during the term of assignment with NCPA. Also enclosed is Exhibit A, Revision 3, to
Truckee Donner's Contract 00-SNR-00374, which updates your new Base Resource
Percentage. Please contact Ms. Jeanne Haas at (916) 353-4438 if you have any
questions regarding the above.
Sincerely,
1 l
Thomas R. Boyko
Power Marketing Manager
2 Enclosures
Assignment 04-SNR-00776
Exhibit A, Revision 3 to Contract 00-SNR-00374
Assignment 04-SNR-00776
2.6 The Assignment shall remain in full force and effect until the earlier of:
2.6.1 December 31, 2024; or
2.6.2 Sixty (60) days after Western has approved Truckee Donner's
written request for reassignment of its Base Resource Percentage, which
approval shall not be unreasonably withheld or delayed.
2.7 NCPA and Truckee Donner shall jointly and severally indemnify and hold
Western harmless from and against all claims, damages, losses, and expenses,
including attorney's fees, arising out of or resulting from the Assignment.
3. AGREEMENT:
All parties to the Assignment hereby agree that the Assignment will become
effective on the first day of the first month following the date of approval by the
Administrator of the Western Area Power Administration or a later date if agreed
to by Western and Truckee Donner.
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
By: ------
Title:`
Attest: Address: 11570 Donner Pass Road
Truckee CA 96160
By:
Title: Date: V00 Gd
NORTHERN CALIFORNIA POWER AGENCY
av-:;�
By:
Title: /
Attest: Address: 180 Cirby Way
By: �� `: Roseville CA 95678
Title: Date: Z 7
Page 2 of 3
Truckee Donner Public Utility District
Exhibit A, Revision 3 to
Contract 00-SNR-00374
EXHIBIT A
(Base Resource Percentage and Point(s) of Delivery)
1. This Exhibit A, Revision 3, to be effective under and as a part of
Contract 00-SNR-00374 shall become effective January 1, 2005; shall terminate and
supersede the previous Exhibit A effective under this Contract; and shall remain in
effect until either superseded by another revised Exhibit A, or termination of the
Contract.
2. On the effective date of this Exhibit A, Truckee Donner's percentage of the Base
Resource is 0.00000%.
2.1 Western has assigned Truckee Donner's Base Resource Percentage of
0.44100% to the Northern California Power Agency.
2.2 Assignment of Truckee Donner's allocation shall remain in effect for the
duration of the Contract or upon 60 days written notice from Truckee Donner to
Western requesting reassignment of its allocation to itself.
3. Truckee Donner's Base Resource percentage may be adjusted by Western as
specified in the Contract.
4. Truckee Donner's Base Resource percentage will be adjusted effective January
1, 2015, in accordance with the Marketing Plan, to establish the 2015 Resource Pool for
new power allocations.
5. The point(s) of delivery on the Central Valley Project Transmission System for
Truckee Donner's power supplied by Western shall be the Tracy 230-kV Substation.
6. All power deliveries provided under this Contract shall be adjusted for the
applicable transmission and transformation losses on the 230-kV system. Additional
transmission and/or transformation losses shall be applied to deliveries at other than the
230-kV level.
7. This Exhibit A shall be replaced by Western as necessary in accordance with
Sections 9, 15, 16 and 18 of the Contract.
Page 1 of 1
Contract 04-SNR-00731
UNITED STATES
DEPARTMENT OF ENERGY
WESTERN AREA POWER ADMINISTRATION
SIERRA NEVADA REGION
CUSTOM PRODUCT CONTRACT
FOR
VARIABLE RESOURCE SERVICE
WITH
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Contract 04-SNR-00731
Contract 04-SNR-00731
1
2 UNITED STATES
3 DEPARTMENT OF ENERGY
WESTERN AREA POWER ADMINISTRATION
4 SIERRA NEVADA REGION
5
6 CUSTOM PRODUCT CONTRACT
FOR
7 VARIABLE RESOURCE SERVICE
8 WITH
9
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
10
11
12 1. PREAMBLE:
13 This Contract is made this 113� sday ofr.)V —, 2004, pursuant to the Acts of
14 Congress approved June 17, 1902 (32 Stdt. 388); August 26, 1937 (50 Stat. 844);
15 August 4, 1939 (53 Stat. 1187); and August 4, 1977 (91 Stat. 565); and Acts
16 amendatory or supplementary to the foregoing Acts; between the UNITED STATES OF
17 AMERICA, acting by and through the Administrator, WESTERN AREA POWER
18 ADMINISTRATION, DEPARTMENT OF ENERGY, represented by the officer executing
19 this Contract, or a duly appointed successor, hereinafter called Western or the
20 Contracting Officer; and the TRUCKEE DONNER PUBLIC UTILITY DISTRICT, a Public
21 Utility District, hereinafter referred to as Truckee Donner or Contractor, its successors
22 or assigns; and both also hereinafter referred to individually as Party and together as
23 Parties.
24
25 2. EXPLANATORY RECITALS:
26 2.1 The Parties entered into Base Resource Contract 00-SNR-00374 on
27 October 27, 2000. The Base Resource Contract provides the terms and
28 ///
Contract 04-SNR-00731 Page 1
1 4. EFFECTIVE DATE AND TERM OF CONTRACT:
2 4.1 This Contract shall become effective upon execution by the Parties and
3 shall remain in effect until September 30, 2010; except as otherwise provided for
4 herein.
5
6 4.2 In the event that Truckee Donner provides notice of termination of its Base
7 Resource Contract 00-SNR-00374 pursuant to Exhibit D, Revision 1 of said
8 Contract, this Contract shall immediately become null and void and no service
9 shall be provided under this Contract.
10
11 4.3 Except as provided for in Section 4.2 above, service under this Contract
12 shall begin on January 1, 2005.
13
14 4.4 Western may suspend or terminate service under this Contract pursuant to
15 Section 15.
16
17 4.5 All obligations incurred under this Contract shall be preserved until
18 satisfied.
19
20 5. DEFINITION OF TERMS:
21 As used herein, the following terms whether singular or plural, or used with or without
22 initial capitalization, shall have the following meanings:
23 5.1 "Base Resource" means CVP and Washoe Project power output, as
24 determined by Western to be available for marketing, after (1) meeting the
25 requirements of Project Use and First Preference Customers, and (2) any other
26 adjustments required for maintenance, regulation, reserves, transformation
27 losses, and ancillary services.
28
Page 3
Contract 04-SNR-00731
1 6. BASE RESOURCE FIRMING:
2 6.1 In the event that Western is unable to provide the Base Resource as stated
3 in Truckee Donner's Final Day-Ahead Base Resource Schedule(s), Western will
4 provide another source of power to Truckee Donner to replace the Base Resource
5 Western cannot provide in order to firm Truckee Donner's Final Day-Ahead Base
6 Resource Schedule(s). Western will provide a schedule of Base Resource
7 Firming to Truckee Donner's scheduling entity.
8
9 6.2 Western will continue to provide Base Resource Firming to Truckee Donner
10 for the duration of Truckee Donner's Final Day-Ahead Base Resource
11 Schedule(s) or until Base Resource generation is restored to a level necessary to
12 support Truckee Donner's Final Day-Ahead Base Resource Schedule(s),
13 whichever time period is shorter.
14
15 6.3 Either party may terminate this service upon sixty (60) days advance written
16 notice to the other party.
17
18 7. ADDITIONAL SERVICES NECESSARY TO PROVIDE CUSTOM PRODUCT(S):
19 Truckee Donner understands that additional services, including but not limited to,
20 scheduling the resource and control area services may be necessary to provide the
21 Custom Product(s) requested under this Contract.
22
23 8. DELIVERY ARRANGEMENTS:
24 Base Resource Firming will be provided to the point(s) of delivery specified in Exhibit A
25 of Truckee Donner's Base Resource Contract.
26
27
28
Contract 04-SNR-00731 Page 5
1 CVP Schedule of Rates for Custom Product Power effective January 1, 2005, or
2 any superseding rate schedules.
3
4 11.2 Truckee Donner shall be responsible for all costs incurred by Western to
5 provide the Custom Product(s) specified in this Contract.
6
7 12. CREDITWORTHINESS:
8 For the purpose of determining the ability of Truckee Donner to meet its obligations
9 related to service hereunder, Western may require reasonable credit review
10 procedures. In addition, Western may require Truckee Donner to:
11 12.1 Provide and keep in effect during the term of this Contract, an unconditional
12 and irrevocable letter of credit as security to meet its responsibilities and
13 obligations under this Contract; or
14
15 12.2 Provide an alternate form of security acceptable to Western.
16
17 13. BILLING AND PAYMENT FOR BASE RESOURCE FIRMING:
18 Western will bill and Truckee Donner shall pay for Base Resource Firming in
19 accordance with the procedures established under either Section 13.1 or Section 13.2,
20 as solely determined by Western. If determined necessary by Western, Western may
21 change the section under which Western is billing and Truckee Donner is paying upon
22 sixty (60) days notice to Truckee Donner.
23
24 13.1 After-The-Fact Billing:
25 Truckee Donner shall pay Western for Base Resource Firming provided in the
26 previous month as directed on the monthly electric service bill; or
27
28
Contract 04-SNR-00731 Page 7
1 14.2 Truckee Donner shall be required to maintain a balance of three (3)
2 months of estimated Base Resource Firming costs in the trust account at all
3 times. Western shall monitor the account; and, if Western determines that:
4 14.2.1 There are not sufficient funds in the account, Western shall notify
5 Truckee Donner of the shortage and Truckee Donner shall advance the
6 requested amount of funds to Western within ten (10) days; or
7 14.2.2 There are excessive funds in the account, Western, at its sole
8 discretion, will either: 1) decrease subsequent amounts required by the
9 amount in excess of the estimate, or 2) return any excess funds to
10 Truckee Donner.
11
12 14.3 Western will provide Truckee Donner with:
13 14.3.1 A monthly statement of the transactions that were posted to the
14 trust account, and the end-of-month balance in the account; and
15 14.3.2 An electric service bill that will reflect the previous month's Base
16 Resource Firming costs and the amount of advance funding required from
17 Truckee Donner for the costs that Western anticipates it will incur while
18 providing Base Resource Firming to Truckee Donner for the following
19 month.
20
21 14.4 Western shall be under no obligation to provide service under this
22 Contract without Truckee Donner advancing sufficient funds and said funds
23 being available in the trust account as described herein.
24
25 14.5 Within sixty (60) days after termination of this Contract, and after Western
26 has determined that all obligations incurred under this Contract have been
27 satisfied, Western shall return any funds remaining in the trust account to
28 Truckee Donner without interest.
Contract 04-SNR-00731 Page 9
1 17. ENFORCEABILITY:
2 It is not the intent of the Parties that this Contract confer any rights on third parties to
3 enforce the provisions of this Contract except as required by law or express provision in
4 this Contract. Except as provided in this section, this Contract may be enforced, or
5 caused to be enforced, only by Western or Truckee Donner, or their successors or
6 assigns.
7
8 IN WITNESS WHEREOF, the Parties have caused this Contract to be executed
9 the day and year first above written.
10
11
12 TRUCKEE DONNER PUBLIC UTILITY DISTRICT
13
r'
J y
14 By: , f /� rd
r
15
Attest: Title:
16 By _ k_ � Address: �3c 11
17
r
Title
18
19
20 WESTERN AREA POWER ADMINISTRATION
21
22 B
23 "
Tit : Power Marketing Manager
24
Address: 114 Parkshore Drive
25 Folsom California 95630
26
27
28
Contract 04-SNR-00731 Page 11
Truckee Donner Public utility District Board of Directors
Jcseph Ft.Aguera
J.Ronald Hemig
Business Office (530) 5e7-3896 FAX (530) 587-5056 James A.Maass
Patricia S.Sutton
Nelson Van Gundy
General Manager
Peter L.Hotzmeister
August 16, 2004
Mr. Tom Boyko
Power Marketing Manager
Western Area Power Administration
Sierra Nevada Region
114 Parkshore Drive
Folsom. Ca. 95630
Subject: Request for Western Area Power Administration (Western) To Assign
the Base Resource Percentage from Truckee Donner Public Utility
District's (TDPUD) Contract for Electric Service Base Resource No. 00-
SNR-00374 from TDPUD to Northern California Power Agency Pool
(NCPA Pool).
Dear Mr. Boyko:
Pursuant to discussions with your staff regarding the future use of the TDPUD's
Base Resource Percentage from Western, I am requesting that Western provide
a contract for the assignment of TDPUD's Base Resource Percentage to NCPA
Pool, on a withdrawable basis. TDPUD desires to have NCPA Pool utilize this
power for the mutual benefit of preference eligible NCPA Pool members.
Thank you for your assistance in this matter. Please call Stephen Hollabaugh at
(530) 582-3934.
Sincerely,
C(:
mes Maass
Board President
cc: Steve Hollabaugh -TDPUD
Jeanne Haas - Western Area Power Administration
Donald Dame - NCPA
Post Office Box 309 11570 Donner Pass Road Truckee,California 96160
POWER PURCHASE AND SALE AGREEMENT
CONFIRMATION LETTER.
i
t
This confirmation letter(this"Confirmation") shall confirm the following three
Transactions(Block Sale Transaction,Daily Call Option and Daily Put Option)agreed to
on March 7, 2003 between Truckee Donner Public Utility District("District')and
Constellation Power Source, Inc. ("CPS") regarding the purchase and sale of electricity
under the terms and conditions as follows:
Contacts:
CPS: District:
ATTN: Stewart Rosman ATTN: Stephen Hollabaugh
Tel: 503-552-6180 Tel: 530-582-3934
Fax: 410-468-3540 Fax: 530-587-1189
503-552-6140.
_APPLICABLE AGREEMENT(S1:
Edison Electric Institute Agreement between the Parties effective March 6, 2003.
(`Master Agreement')
DEFINITIONS
"Daily Price Index" shall mean the daily index applicable to the on-peak hours (also
referenced herein as"heavy-load hours") or off-peak hours (also referenced herein as
"light-load hours"), as may be appropriate for the hour in which energy delivered,as
published by the Intercontinental Exchange("ICE") for Palo Verde in the column
"Average"or"Weighted Average". For the on-peak hours and the off-peak hours of
Saturday, the indices for these respective periods published by ICE for the preceding
Friday shall be used so tong as such Saturday transactions are incorporated as part of the
ICE indices published for Fridays. For energy delivered pursuant to the SHLH block in
Exhibit A on Sunday, the index shall be the respective on-peak period published by ICE
for the succeeding Monday less $5.00 per MWh, which shall be used so long as ICE fails
to separately publish indices for Sunday. For energy delivered pursuant to the LLH block
in Exhibit A on Sunday or NERC Holiday, the index shall be the respective off-peak
period published by ICE for the succeeding day, which shall be used so long as ICE fails
to separately publish indices for Sunday and/or NERC Holiday. For energy delivered
pursuant to the SHLH block in Exhibit A on NERC Holidays, the index shall be the
respective on-peak period published by ICE for the succeeding day less$5.00 per MWh.
To the extent that no daily index is published by ICE for either the on-peak hours and/or
off-peak hours for any day, the parties agree to use the average of the appropriate index
published by Dow Jones and by Megawatt Daily for Palo Verde daily firm transactions.
1
DAILY CALL OPTION TRANSACTION:
Seller: CPS
Buyer: District
Product: Schedule C Firm Capacity and Associated Energy with a
service level set forth in the WSPP Agreement effective
September 1, 2002, subject to Section 10.17 of the Master
Agreement. If CPS fails to deliver energy hereunder in any
hour,then the District's damages are limited to the
damages set forth in Section 4 of the Master Agreement,
and shall in no event include any penalties assessed by the
transmission provider,ratcheted demand, or similar
charges. If District fails to receive energy hereunder in any
hour,then CPS' damages are limited to the damages set
forth in Section 4 of the blaster Agreement,and shall in no
event include any penalties assessed by the transmission
provider,ratcheted demand,or similar charges.
The District has the right,but not the obligation, to pre-
schedule and receive the Product, up to the amounts set
forth below("Call Option"). The District has the right but
not the obligation to buy the Product according to the
below parameters.
Delivery Point: (i)Gonder 230, (ii) or other points of interconnection with
the Siena Pacific control area may also be utilized;
provided that the use of such alternate points does not
jeopardize the District's rights at Gonder, or(iii)any other
point as mutually agreed upon("Delivery Point").
Contract Price: For each MNVh of energy delivered, the price will be (1) the
greater of(X) the Daily Index Price times the Hourly
Shaping Factor for the appropriate month and hour, as set
forth in Exhibit B, or(Y)the Daily Index Price, plus(ii)
$4.50 per MWh
Monthly Premium: $2.00 per MWh times the sum of(i)the maximum M. V of
Call Option for the HLH period times the HLH hours
during the month and (ii)the maximum MW of Call Option
for the LLH period times the LLH hours during the month
Contract Quantity: Starting in April 1, 2003 and ending September 30, 2003
the following volumes will apply:
i
3
DAILY PUT OPTION TRANSACTION:
Seller: CPS
Buyer: District
Product: Schedule C Firm Capacity and Associated Energy with a
service level set forth in the WSPP Agreement effective
September 1, 2002,subject to Section 10.17 of the Master
Agreement. If CPS fails to deliver energy hereunder in any
hour, then the District's damages are limited to the
damages set forth in Section 4 of the Master Agreement,
and shall in no event include any penalties assessed by the
transmission provider, ratcheted demand, or similar
charges. If District fails to receive energy hereunder in any
hour, then CPS' damages are limited to the damages set
forth in Section 4 of the Master Agreement, and shall in no
event include any penalties assessed by the transmission
provider, ratcheted demand, or similar charges.
The District has the right,but not the obligation,to pre-
schedule and sell the Product , up to the amounts set forth
below("Put Option"). The District has the right but not the
obligation to sell the Product according to the below
parameters.
Delivery Point: None(no physical delivery). All sales from the District to
CPS pursuant to this Daily Put Option shall be(i)netted
against the amount of the Block Sale Transaction, resulting
in a reduction in the amounts pre-scheduled to Gonder
under the Block Sale Transaction, and(ii) shall not be
transacted as a separate pre-scheduled sale from the District
to CPS.
Contract Price: For each MWh deemed sold by the District to CPS
pursuant to this Daily Put Option, CPS shall credit the
District for energy at(i)the Daily Market Price times the
Hourly Shaping Factor for the appropriate month and hour,
as set forth in Exhibit B, less(ii) S3.50 per MWh, which
credit shall be applied against the amounts otherwise due
CPS from the District for the Block Sale Transaction and
the Daily Call Option Transaction.
5
reasonable efforts to provide the District with the appropriately redacted
contracts used to supply the Product hereunder for the purpose of the District's
satisfying its obligation under its applicable open access transmission tariff.
CPS shall in no way be liable hereunder for any costs,charges or other
damages in the event that the District is unable to satisfy its obligations under
the applicable open access transmission tariff.
3. The District acknowledges that all energy provided hereunder by CPS to
the District is to be used for the sole and exclusive purpose of the District's
supply of its retail load obligations. The District further acknowledges that
the Contract Quantity that CPS is obligated to supply is limited to the
applicable Contract Quantities set forth for each Transaction and that such
Contract Quantities are not subject to increase or decrease due to increases or
decreases in the District's load during the applicable Term.
4. No Third Party Beneficiaries. This Confirmation shall not impart any
rights enforceable by any third party(other than a permitted successor or
assignee bound to this Confirmation).
This Confirmation is being provided pursuant to and in accordance with the EEI
Master Power Purchase and Sale Agreement dated March 6, 2003 between
Truckee Donner Public Utility District and Constellation Power Source, Inc. and
constitutes part of and is subject to the terms and provisions of such Master
Agreement. Terms used but not defined herein shall have the meanings ascribed
to them in the Master Agreement.
IN WITNESS WHEREOF, the Parties have caused this Confirmation to be executed
As of the date first written above.
Truckee Donner Public Utility District Constellatio wer-S urce, Inc.
By:
4Nitle: Pe: I. Ronald Hemig Name: a o s
President, Board of Directors Title: President and CEO
7
Exhibit A- Monthly Block Requirements
Heavy Load Hours-MW
2003 2004 !5 21006 200
Jan 21 21 21 21
Feb 20 19 20 20
Mar 19 18 18 19
Apr 15 16 14 14 15
May 15 15 14 14 14
Jun 15 16 14 14 15
Jul 17 17 15 16 16
Aug 17 17 15 16 16
Sep 16 16 14 15 15
Oct 16 16 16 16 16
Nov 18 18 17 18 18
Dec 20 20 20 20 21
Light Load Hours-MW
2003 2004 20052006 2007
Jan j 17 17 17 18
Feb 16 16 17 17
Mar 15 15 16 16
Apr 12 12 13 13 13
May 11 12 12 12 12
Jun 12 11 12 12 12
Jul 12 12 13 13 13
Aug 12 12 12 12 13
Sep 11 11 11 12 12
Oct 11 11 12 12 12
Nov 13 14 14 14 14
Dec 15 16 16 16 17
Sunday heavy Load Hours-MW
2003 200411 11 , 2007
Jan 5 5 5 5
Feb 5 5 5 5 i
)Liar 3 3 3 3
Apr i 3 3 3 3 3
May 3 3 3 3 3
Jun 3 3 3 3 3
Jul I 4 4 4 4 4
Aug I 4 4 4 4 4
f Sep f 4 4 4 4 4
Oct 4 4 4 4 4
Nov 4 4 4 4 4
Dec 5 5 5 5 5
EXHIBIT B
HOURLY SHAPING FACTORS
Hour
Ending May- October November-April
1 0.98 0.96
2 0.92 0.93
3 0.90 0.92
4 0.89 0.93
5 0.91 0.96
6 0.97 1.05
7 0.72 0.95
8 0.79 1.03
9 0.86 1.02
10 0.90 1.01
11 0.96 0.99
12 1.01 0.98
13 1.05 0.97
14 1.10 0.96
15 1.13 0.96
16 1.16 0.96
17 1.15 0.99
18 1.13 1.04
19 1.09 1.06
20 1.05 1.07
21 0.99 1.03
22 0.91 0.98
23 1.29 1.18
24 1.14 1.07
The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the
following provisions as provided for in the General Terms and Conditions:
Party A Tariff Tariff: Market-Based Dated: May 15, 1997 Docket Number: ER97-2261
Party B Tariff Tariff: Dated: Docket Number:
Article Two
Transaction Terms and Conditions ❑ Optional provision in Section 2.4. If not checked,inapplicable.
Article Four
Remedies for Failure ■ Accelerated Payment of Damages. If not checked,inapplicable.
to Deliver or Receive
Article Five ■ Cross Default for Party A:
Events of Default;Remedies ■Party A: Cross Default Amount Not applicable,
unless Party A has a credit rating of at
least BBB+from S&P or Baal from
:4toody's and CEG has been released in
writing of all obligations under any
outstanding Guarantee,in which case
the Cross Default Amount shall be$25
million.
■ Other Entity:Constellation Cross Default Amount$50 million,
Energy Group,Inc.("CEG") unless Party A has a credit rating of at
least BBB+from S&P or Baal from
Moody's and CEG has been released in
f writing of all obligations under any
outstanding Guarantee,in which case
the Cross Default Amount for CEG
shall be Not Applicable.
■ Cross Default for Party B:
i Party B: Cross Default Amount$i Million
❑ Other Entity: Cross Default Amount$
5.6 Closeout Setoff
■ Option A(Applicable if no other selection is made.)
❑ Option B—Affiliates shall have the meaning set forth in the
Agreement unless otherwise specified as follows:
❑ Option C(No Setoff)
❑ Option A
■ Option B Specify:CEG.:provided,however,that if
Party A has a credit rating of at least BBB+from S&P or Baal
from Moody's and CEG has been released in writing of all
obligations under any outstanding Guarantee,then Party B
shall only be entitled to financial information from CPS._
❑ Option C Specify:
(b) Credit Assurances:
❑ Not Applicable
■ Applicable—only as to CEG.Party B may only ask for
assurances under this Section$.2(b)based on the financial
performance of Constellation Energy Group,Inc.;provided,
however,that if Party A has a credit rating of at least BBB+
from S&P or Baal from Moody's and CEG has been released
in writing of all obligations under any outstanding Guarantee,
then Party B may only ask for assurances under this Section
$.2(b)based on the financial performance of Party A and Shall
no longer have the right to ask for assurances based on the
financial performance of CEG.
(c) Collateral Threshold:
❑ Not Applicable
■ Applicable
If applicable,complete the following:
Party A Collateral Threshold: $5,000,000;provided,however,that Party
A's Collateral Threshold shall be zero if an Event of Default or Potential
Event of Default with respect to Party A has occurred and is continuing.
Party A Independent Amount:$-0-
Party A Rounding Amount: $1,000,000.00;provided,however,that if
Party A has a credit rating of at least BBB+from S&P or Baa t from
Moody's,then the Rounding Amount shall be$100,000.00 for any
Performance Assurance that Party A provides that is not in the form of a
CEG Guarantee.
(d) Downgrade Event:
❑ Not Applicable
■ Applicable
If applicable,complete the following:
❑ It shall be a Downgrade Event for Party A if Parry A's Credit
Rating falls below V from S&P or from
Moody's or if Parry A is not rated by zither S&P or.1vtoody's
■ Other:
Specify: It shall be a Downgrade Event for Party A if Party A's
Guarantor's,Credit Rating falls below BBB- from S&P or Baa3
from Moody's or if Party A's Guarantor is not rated by either
S&P or Moody's,provided,however,that if Party A has a credit
rating of at least BBB+from S&P or Baal from Moody's and
4
(ii) Section 1.51 shall be amended by(i)adding the phrase "for delivery" immediately before the
phrase "at the Delivery Point" in the second line and (ii) deleting the phrase "at Buyer's
option"from the fifth line and replacing it with the following: "absent a purchase";and
(iii) Section 1.53 shall be amended by (i) deleting the phrase "at the Delivery Point" from the
second line,(ii)deleting the phrase"at Seller's option" from the fifth line and replace it with
the following: "absent a sale", and (iii) inserting after the phrase "commercially reasonable
manner" in the sixth line, the following phrase `; provided, however if the Seller is unable
after using commercially reasonable efforts to resell all or a portion of the Product not
received by Buyer,the Sales Price with respect to such Product shall be deemed equal to zero
(4)".
(b) Article Five shall be amended as follows:
(i) Section 5.3 shall be amended by adding the phrase "plus, at the option of the Non-
Defaulting Party, any cash or other form of liquid security then in the possession of the
Defaulting Party or its agent pursuant to Article Eight,"after the first use of the phrase"due to
the Non-Defaulting Party" in the sixth line
(ii) Section 5.4 shall be amended by adding the following clause at the end of Section 5.4:
"Notwithstanding any provision to the contrary contained in this Agreement, the Non-
Defaulting Party shall not be required to pay to the Defaulting Party any amount under Article
5 until the Non-Defaulting Party receives confirmation satisfactory to it in its reasonable
discretion(which may include an opinion of its counsel)that all other obligations of any kind
whatsoever of the Defaulting Party to make any payments to the Non-Defaulting Party or any
of its Affiliates under this Agreement or otherwise which are due and payable as of the Early
Termination Date have been fully and finally performed.";and
(iii)The following Section shall be added as a new Section 5.8:
5.8 Other Terminating Events: In the event Buyer is regulated by a federal, state or local
regulatory body,and such body shall disallow all or any portion of any costs incurred or yet to
be incurred by Buyer under any provision of this Agreement or in respect of any Transaction,
such action shall not operate to excuse Buyer from performance of any obligation hereunder nor
shall such action give rise to any right of Buyer to any refund or retroactive adjustment of the
price of any Transaction. Notwithstanding the foregoing, if performance by either Party (an
"Affected Party") under this Agreement or in respect of any Transaction becomes subject to
regulation of any kind whatsoever under any law, rule, regulation, order or the like, including
any change by the Federal Energy Regulatory Commission regarding a Party's authority to sell
wholesale power at market-based rates, to a greater or different extent than that existing on the
Effective Date and such regulation either(i) renders this Agreement illegal or unenforceable or
(ii) would render performance by the Affected Party of some but not all outstanding
Transactions(the"Affected Transactions")illegal or unenforceable,then the Affected Party may
terminate and liquidate any or all Transactions in the manner contemplated by Section 5.2,
which notice shall specify the basis for declaring such Early Termination Date and (in the
circumstances described in clause (ii) above) identify which Transactions are Affected
Transactions. If an Early Termination Date is declared under circumstances described in clause
(i) above, both Parties shall calculate their respective Gains, Losses or Costs in respect of
Terminated Transactions as provided in Sections 52,5.3 and 5.4,and endeavor in good faith to
agree upon the'rermination Payment payable by either Party,and, if an Early Termination Date
is declared under circumstances descrtbed in clause (ii) above, only the Party that is not the
Affected Party shall calculate its Gains,Losses and Costs in respect of all Affected Transactions
and notify the Affected Parry of the Termination Payment, as provided in Section 5.2, 5.3 and
5.4. Only the Affected Transactions shall be terminated on the Early Termination Date under
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the arbitrators) shall be borne equally by the Parties. If the Parties are unable to agree on a
mutually acceptable arbitrator(s)within thirty(30)days of their written agreement to arbitrate,
either Party may withdraw its agreement to arbitrate and pursue remedies available to it in a
court of competent jurisdiction or in any other applicable forum.
(iv) The following Section shall be added as a new Section 10.13:
10.13 Index Transactions. If the Parties enter into a Transaction in which any or all of the
pricing component is based on an pricing index, the following shall apply:
(a) Market Disruption. If a Market Disruption Event has occurred and is continuing for one
or more Trading Days during the Determination Period, the Floating Price for such
Trading Day shall be determined pursuant to the index specified in the Transaction for
the first Trading Day thereafter on which no Market Disruption Event exists; provided,
however, if the Floating Price is not so determined within three(3)Business Days aver
the first Trading Day on which the Market Disruption Event occurred or existed, then
the Parties shall negotiate in good faith to agree on a Floating Price (or a method for
determining a Floating Price), and if the Parties have not so agreed on or before the
twelfth (12`h) Business Day following the first Trading Day on which the Market
Disruption Event occurred or existed, then the Parties shall terminate and liquidate the
affected Transaction in accordance with Section 5.8 of this Agreement. In such event,
the thirteenth(13`h)Business Day following the first Trading Day on which the Market
Disruption Event occurred or existed shall be deemed to be an Early Termination Date.
Both Parties shall be deemed to be Affected Parries and both Parties shall calculate their
respective Gains, Losses or Costs in respect of the affected Transaction and endeavor in
good faith to agree upon the Termination Payment payable by either Party.
(b) Corrections to Published Prices. For purposes of determining the relevant prices for any
day, if the price published or announced on a given day and used or to be used to
determine a relevant price is subsequently corrected and the correction is published or
announced by the person responsible for that publication or announcement, either Party
may notify the other Party of(i) that correction and (ii) the amount (if any) that is
payable as a result of that correction. If a Party gives notice that an amount is so
payable, the Party that originally either received or retained such amount will, not later-
than three (3) Business Days after the effectiveness of that notice, pay, subject to any
applicable conditions precedent, to the other Party that amount, together with interest at
the Interest Rate for the period from and including the day on which payment originally
was (or was not) made to but excluding the day of payment of the refund or payment
resulting from that correction-
(c)Calculation of Floating Price, For the purposes of the calculation of a Floating Price,all
numbers shall be rounded to three(3)decimal places. If the fourth(4 b)decimal number
is five (5)or greater, then the third (P) decimal number shall be increased b�+one (1),
and if the fourth(4`h) decimal number is less than five(5), then the third (3` ) decimal
number shall remain unchanged.
(d)Definitions for Index Transactions. The following definitions shall apply:
"Determination Period" means each calendar month during the term of the relevant
Transaction; provided that if the term of a Transaction is less than one calendar month
the Determination Period shall be the term of a Transaction.
"Floating Price" means the price specified in a Transaction as being based upon a
specified index.
"Market Disruption Event" means,with respect to an index,any of the following events:
(a)the failure of the index to announce or publish information necessary for determining
the Floating Price; (b) the failure of trading to commence or the permanent
discontinuation or tnaterial suspension of trading in the relevant options contract or
8
Operator("CAISO") (as amended from time to time, the "Tariff') for which the only excuse for failure to
deliver or receive is an"Uncontrollable Force"(as defined in the Tariff).
"West Firm" means with respect to a Transaction, a Product that is or will be scheduled as firm energy
consistent with the most recent rules adopted by the WECC for which the only excuses for failure to deliver
or receive are if an interruption is(i)due to an Uncontrollable Force as provided in Section 10 of the WSPP
Agreement;or(ii) where applicable, to meet Seller's public utility or statutory obligations to its customers.
Notwithstanding any other provision in this Agreement, if Seller exercises its right to interrupt to meet its
public utility or statutory obligations, Seller shall be responsible for payment of damages for failure to
deliver firm energy as provided in Article 4 of this Agreement.
"WECC"means the Western Electricity Coordinating Council.
"WSPP Agreement"means the Western Systems Power Pool Agreement as amended from time to time.
IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed as of the
date first above written.
Part 3. SCHEDULE M
The following sections are hereby modified in Schedule M:
Section A
The following shalt be added after the word means in the definition of"Act", "the Public Utility
District Act of the Sate of California(being Division 7 of the Public Utilities Code of the State).".
Section C
Delete clause(v)in its entirety.
Section G
Insert"California"after the phrase`'State of'.
Party A: PARTY B:
CONSTELLATION POWER SOURCE,INC. TRUCKEE DONNER PUBLIC UTILITY
DISTRICT
- /� /Z
By: zByy, �
Name: Charles E.Garman.Jr. wt J. Ronald Hemi
Title: Assistant Treasurer Title: President.Board of Directors
DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of
representatives of Edison Electric Institute ("EEI") and National Energy Marketers Association
("NEM") member companies to facilitate orderly trading in and development of wholesale power
markets. Neither EEI nor NEM nor any member company nor any of their agents, representatives
or attorneys shall be responsible for its use, or any damages resulting therefrom. By providing this
Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal
counsel to ensure that their commercial objectives will be achieved and their legal interests are
adequately protected.
10