HomeMy WebLinkAbout02055 - SCE EDISON POWER PURCHASE COGEN MUNICIPAL COMPLEX �,�'mua�t�J`us�o • o. Calif. Edison Co.g
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• Power Purchase Agreement
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AMENDMENT#3
BOX ,.2 AGREEMENT#2055
MO6502, 10-6-99
AMENDMENT NO. 3
POWER PURCHASE AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA EDISON COMPANY
AND
CITY OF PALM SPRINGS - MUNICIPAL COMPLEX
(QFID NO. 2040)
1. PARTIES: The City of Palm Springs ("Seller"), a municipal entity, and Southern
California Edison Company ("SCE"), a California corporation, hereby enter into
this Amendment No. 3 ("Amendment") to the Power Purchase Contract
("Contract")between them. Seller and SCE are sometimes referred to herein
individually as a "Party," and jointly as the "Parties."
2. RECITALS: This Amendment is made with reference to the following facts,
among others:
2.1 On April 5, 1984, the Parties executed the Contract to provide the terms
and conditions for Seller's sale and SCE's purchase of electric power from
Seller's Mwucipal Complex(as defined in the Contract).
2.2 On February 5, 1986,the Parties executed Amendment No. 1 to the
Agreement. It reduced the Contract Capacity from 1,022 kilowatts (kW)
to 380 kW.
2.3 On December 12, 1990, SCE derated the Contract Capacity from 380 kW
to 118 kW due to Seller's failure to meet the Contract's performance
requirements.
2.4 On July 3, 1996, SCE further derated the Contract Capacity from 118 kW
to 40 kW due to Seller's failure to meet the Contract's performance
requirements.
2.5 On October 23, 1996, the Parties executed Amendment No. 2 to the
Agreement. It reduced the Contract Capacity from 118 kW to 40 kW to
reflect the July 3, 1996 deration.
2.6 The Parties wish to amend the Agreement to further reduce the Contract
Capacity from 40 kW to zero kW, in anticipation of an increase in the
amount of Seller's electrical load, which will reduce the electric power
available for sale to SCE.
2.7 In light of the reduction of the Contract Capacity from 40 kW to zero kW,
Seller acknowledges its obligation to refund to SCE the amount calculated
pursuant to Section 9.1.2.5 of the Contract. Concurrently with execution
of this Agreement, Seller shall pay this refund by delivering a check to
SCE in the estimated amount of the refund.
2040amend.doc 1
3. AGREEMENT:
The Parties agree to amend the Agreement as follows:
3.1 In Section 1.5,page 2, line 5,replace "40 kW" with "0 M"
The Parties also agree as follows:
3.2 Concurrently with its execution of this Amendment, Seller shall deliver to
SCE a check in the amount of $8,058.75. The Parties understand and agree
that this sum is the estimated amount of the refund due to SCE because of
the deration of Contract capacity from 40 kW to O kW, pursuant to Section
9.1.2.5 of the Contract.
3.3 Within 60 days after SCE's receipt of the $8,058.75 check from Seller as
specified in paragraph 3.2, above, SCE shall deliver to Seller a calculation of
the actual amount of the refund due to SCE from Seller pursuant to Section
9.1.2.5 of the Contract. If the actual amount of the refund is less than
$8,058.75, SCE shall also deliver to Seller along with the calculation a
check in the amount of the difference between$8,058.75 and the actual
amount of the refund. If the actual amount of the refund is greater than
$8,058.75, Seller shall have 30 days after its receipt of the calculation to
deliver to SCE a check in the amount of the difference between the actual
amount of the refund and $8,058.75.
4. OTHER AGREEMENT TERMS AND CONDITIONS: Except as expressly
amended,the terms and conditions of the original Agreement shall remain in full
force and effect.
5. EFFECTIVE DATE: This Amendment shall become effective as of November 1,
1999, so long as by that date (i) the Parties have duly executed it; and (ii) Seller
has delivered to SCE a check in the amount of$8,058.75, as specified in
Paragraph 3.1, above. If either of these conditions remains unsatisfied as of
November 1, 1999, this Amendment shall be of no force or effect.
6. AMENDMENTS. This Amendment may not be modified or amended except
pursuant to a writing executed by both Parties.
2040amend.doc 2
7. SIGNATURE CLAUSE: The signatories hereto represent that they have been
appropriately authorized to enter into this Amendment on behalf of the Party for
whom they sign. This Amendment is hereby executed as of this ld day of
1999.
SOUTHERN CALIFORNIA EDISON COMPANY
ATTEST: By:
Name: LARS BERGM,.A�
Title: DIRECTOR OF QF RESOURCES
CITY CLERK
CI OF PALM S
By:
Cl > MANAGER
APPROVED BY THE CITY COUNCILLj
rF'PROVEU AS TO FORfF4 BY: MO 5Da /
cft&tto my �LIV
Date _--
2040amend.doc 3
Action 052-001-001
Category ENERGY
Sub Category 052-001
COGENERATION PLANT
Index COGEN MUNI POWER PAYMNT SCE AMND 2 A2055 MO5825 10-16-96
Index CORRECTS AMND # FROM 3 TO 2
Date 10/16/1996 MO 5825 Res Ord Case #
Deed Vol 31 Pg 199 Sec T R
Agreements 02055
MO5825 RECIND MO5799 & APPR AMND 2 W/SO CAL EDISON FOR REDUCED
CAPACITY PYMT TO THE MUNI COGEN PLANT.
Document Loc Name Author
Locat Code Addl Assoc Action Y Locator Same as Key Obs
Reten Dt Destr Dt Flm Dt Reel
------------------------------------------------------------------------------
Action 052-001-0063-0001
Date 10/16/1996 MO 5799 Res Ord Case #
Deed Vol Pg Sec T R
Agreements
MO5825 RECINDS MO5799, FOR PURPOSE OF CORRECTING AMND # FROM 3 TO 2 .
So. Calif. Edison Co.
Amend #2 - Power Purchase Agr
AGREEMENT #2055
R18888, 9-4-96
M05825, 10-16-96
AMENDMENT NO. 2
_ ,- POWER PURCHASE AGREEMENT
2
BETWEEN
3 SOUTHERN CALIFORNIA EDISON COMPANY
AND
4
CITY OF PALM SPRINGS - MUNICIPAL COMPLEX
5 (QFID 2040)
6
7
8 1 . PARTIES : This Amendment No. 2 to the Power Purchase
Contract between Southern California Edison Company and
9 City of Palm Springs ( "Agreement" ) is entered into by
10 City of Palm Springs ( "Seller" ) and Southern California
Edison Company ( "Edison" ) , a California Corporation,
11 individually "Party" , collectively "Parties" .
12 2 . RECITALS : This Amendment No. 2 to the Agreement is made
with reference to the following facts, among others :
13 2 . 1 On April 5 , 1984, the Parties executed the
14 Agreement to provide the terms and conditions for
the sale by Seller and the purchase by Edison of
15 electric power.
16 2 . 2 On February 5 , 1986, Edison and Seller executed
Amendment No . 1 which reduced the Contract Capacity
17 from 1, 022 kW to 380 kW.
18 2 . 3 On December 12 , 1990, Contract Capacity was derated
from 380 kW to 118 kW by Edison due to Seller' s
19 failure to meet the performance requirements
20 specified in Section 9 . 1 .2 . 2 of the Agreement while
on probation during the 1990 Summer Period.
21 2 . 4 On July 3 , 1996, the Contract Capacity was further
22 derated by Edison from 118 kW to 40 kW due to
Seller' s failure to meet the performance
23 requirements specified in Section 9 . 1 . 2 .2 of the
24 Agreement while on probation during the 1995 Summer
Period.
25 2 . 5 The Parties wish to amend the Agreement to reflect
26 the current level of Contract Capacity.
$CE 26'395 REV 11/9.
�) Printed on recycled paper
1 2 . 6 The Seller agrees to refund to Edison the amount of
2 $17 , 923 . 46 as settlement of the Capacity Repayment
plus interest, due to the deration in Contract
3 Capacity from 380 kW to 40 kW: Payment will be
4
made concurrent with execution of the Amendment.
3 . AGREEMENT: The Parties agree to amend the Agreement as
5 follows :
6 3 . 1 In Section 1 . 5 , page 2 , line 5 , replace "380 kW"
with "40 kW" .
7 4 . OTHER AGREEMENT TERMS AND CONDITIONS : Except as
8 expressly amended, the terms and conditions of the
original Agreement shall remain in full force and
9 effect .
10 5 . EFFECTIVE DATE: This Amendment No . 2 shall become
effective when it has been duly executed by the Parties .
11 6 . SIGNATURE CLAUSE: The signatories hereto represent that
12 they have been appropriately authorized to enter into
this Amendment No. 2 to the Agreement on behalf of the
13 Party for whom they sign. This Amendment No. 2 to the
14 Agreement is hereb eJe uted as of this
_ 9n.�4 day of a ie-" , 1996 .
15
16 SOUTHERN CALIFORNIAAEDISON COMPANY
17
By:
18 Name : W.J� SCILACCI
Title: DIRECTOR OF QF RESOURCES
19
20 ATTEST: CITY O PALM SPRING
21'
22 ity Clerk Name : Rob rt W. Parkins
Title : City Manager
23
24
APPROVED BY THE CITY COUNCIL
25
26 BY: U � 8 -y-ei� I']10 s1ds A) 62 (�
SCE 26-395 REV 11/90
�`� Printed on rerycletl paper
iSo. Cal . Edison - Power Purch. '
Muni Cogen Plant
Amendment #1
AGREEMENT #2055
MO 3681, 2-5-86
1 AMENDMENT NO. 1
AGREEMENT NUMBER 2055
2 POWER PURCHASE AGREEMENT
3 BETWEEN
4 SOUTHERN CALIFORNIA EDISON COMPANY
5 AND
6 CITY OF PALM SPRINGS - MUNICIPAL COMPLEX
7
6 1 . PARTIES : This Amendment No . 1 to the Power Purchase
9 Agreement between the City of Palm Springs and Southern
10 California Edison Company ( "Agreement" ) is entered into by
11 City of Palm Springs ( "Seller" ) and Southern California
12 Edison Company ( "Edison" ) , a California Corporation,
13 individually "Party" , collectively "Parties" .
14 2. RECITALS: This Amendment No. 1 to the agreement is made
15 with reference to the following facts , among others :
16 2. 1 The contract capacity in the contract is to be lowered
17 from 1,022 kW to 380 kW.
is 2. 2 The electric service terms and conditions are to be
19 removed from the Agreement and dealt with in a
20 separate agreement "Application and Contract for
21 Electric Service" .
22 3. AGREEMEMT: The Parties agree to amend the Agreement as .
23 follows :
24 3. 1 In Section 1 . 5, page 2 , line 5 replace "1 , 022 kW"
25 with "380 kW" .
26
Document No . 3028H _1_
1 3. 2 In Section 1 . 9 delete :
2 - lines 18 , 19, 20, 24, 25 & 26 on page 2
3 - lines 1 , 2 , 3 , 4 , 5 , 6 , 7 , & 8 on page 3
a 3 . 3 Delete Section 10. 2 , on pages 43-45
5 4 . OTHER AGREEMENT TERMS AND CONDITIONS: Except as expressly
6 amended , the terms and conditions of the original Agreement
7 shall remain in full force and effect .
8 5 . EFFECTIVE DATE: This Amendment No. 1 shall become
9 effective when it has been duly executed by the Parties.
10 6 . SIGNATURE CLAUSE: The signatories hereto represent that
11 they have been appropriately authorized to enter into this
12 Amendment No. 1 to the Agreement on behalf of the Party
13 for whom they sign. This Amendment No. 1 to the Agreement
7-iZ
14 is hereby executed as of this -�- " day of
16 1
APPROVED As TO FORM: SOUTHERN C LIF RNIA EDASON COMPANY
17 JOHN R. BURY g
Na Pr I and General Co mW
18 By
Iy Y
//_�j ey BY: / IY
19 , 19 �� Name: EDWARD A. MYERS, JR.
20
Title: Vice President
21
� CITY OF PALM SPRINGS
23 Daaa.,_K-, By 7
24 > .— Name: Nerman Yang
Title : City Manager
25 �TTEST%_
( ./City Clerk APPROVED BY THE CITY COUNCIL
26 1F p,_w
BY
Document No. 3028H —2—
ASo. Calif Edison - Power Purch.
agr re City Hall Cogeneration
Plant
AGREEMENT #2055 (Orig 4-5-84)
1 MO 3371, 4-4-84
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11 POWER PURCHASE CONTRACT
12 BETWEEN
13 SOUTHERN CALIFORNIA EDISON COMPANY
14 AND
15 CITY OF PALM SPRINGS
16 MUNICIPAL COMPLEX
17
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Document No. 1774C
SCE 27-15 2183
I TABLE OF CONTENTS
2 SECTION TITLE PAGE
3 1 PROJECT SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
4 2 DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5 3 TERM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
6 4 GENERATING FACILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7 5 OPERATING OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
8 6 INTERCONNECTION FACILITIES. . . . . . . . . . . . . . . . . . . . 24
9 7 ELECTRIC LINES AND ASSOCIATED EASEMENTS . . . . . . . 26
10 8 METERING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
11 9 POWER PURCHASE PROVISIONS . . . . . . . . . . . . . . . . . . . . 29
12 10 PAYMENT AND BILLING PROVISIONS. . . . . . . . . . . . . . . . 42
13 11 TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
14 12 TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
15 13 LIABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
16 14 INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
17 15 UNCONTROLLABLE FORCES. . . . . . . . . . . . . . . . . . . . . . . . . 51
18 16 NON-DEDICATION OF FACILITIES . . . . . . . . . . . . . . . . . . 53
19 17 PRIORITY OF DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 53
20 18 NOTICES AND CORRESPONDENCE. . . . . . . . . . . . . . . . . . . . 54
21 19 PREVIOUS COMMUNICATIONS . . . . . . . . . . . . . . . . . . . . . . . 54
22 20 NON-WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
23 21 DISPUTES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
24 22 SUCCESSORS AND ASSIGNS. . . . . . . . . . . . . . . . . . . . . . . . 56
25 23 EFFECT OF SECTION HEADINGS. . . . . . . . . . . . . . . . . . . . 57
26 24 GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
-i-
DCE 27-1511183
I TABLE OF CONTENTS
2 SECTION TITLE PAGE
3 25 MULTIPLE ORIGINALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
4 SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
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D- 27-1511103
1 . PROJECT SUMMARY
1
This Contract is entered into between Southern California
2
3 Edison Company ( "Edison" ) and the City of Palm Springs
4 ( "Seller" ) . Seller is willing to cause the construction
5 of and to operate a Qualifying Facility and to sell
6 electric power to Edison, and Edison is willing to
7 purchase electric power delivered by Seller to Edison at
8 the Point of Interconnection pursuant to the terms and
9 conditions set forth as follows: .
10 1 . 1 All Notices shall be sent to Seller at the
11 following address : P.O. Box 1786
12 Palm Springs, CA 92263-1786
13 1 . 2 Seller ' s Generating Facility:
14 a. Nameplate Rating : 1300 kW.
15 b. Location : 3200 Tahquitz McCallum Way, Palm
16 Springs
17 C . Type : Cogeneration Facility
18 d . Delivery of power to Edison at a nominal
19 12 ,000 volts..
20 e . Seller shall commence construction of the
21 Generating Facility by 2nd Quarter 1984 .
22 1 . 3 Edison Customer Service District:
23 Palm Springs District
24 36-100 Cathedral Canyon Drive
25 Cathedral City , CA 92234
26
Document No. 1774C -1-
5� 27.18 2183
1 1 .4 Location of Edison Operating Switching Center:
2 Devers Substation , P. O. Box 368
3 62030 16th Street , North Palm Springs ,
4 California 92258 Phone : 619-329-6531
5 1 . 5 Contract Capacity: 1 ,022 kW
6 1 . 5 . 1 Estimated as-available capacity: O kW.
7 1 .6 Expected annual production: 10 ,000,000 kWh.
8 1 . 7 Expected Firm Operation for each generating
9 unit: 1985
10 1 . 8 Contract Term: 20 years
11 1 . 9 Operating Options pursuant to Section 5 : (Check One )
12 Operating Option I . Entire Generator output
13 dedicated to Edison. No electric service or
14 standby service required.
15 Operating Option II . Entire Generator output
16 dedicated to Edison with separate electric
17 service required.
18 a . Electric service Tariff Schedule No.
19 pursuant to Section 10 . 2 .
20 b. Contract demand kW.
21 x Operating Option III . Excess generator output
22 dedicated to Edison with Seller serving own
23 load .
24 a. Electric service Tariff Schedule No. GS-2
25 pursuant to Section 10 . 2.
26 b. Contract demand 0 kW.
Document No. 1774C -2-
CO 27-1511183
1 C. Standby Demand 482 kW pursuant to
2 Section 10 . 2 .
3 d . Maximum electrical requirements expected
4 482 kW.
5 e. Standby electric service Tariff Schedule
6 No. SCG-1 pursuant to Section 10 .2.
7 f . Minimum monthly charge for standby service
8 not applicable.
g 1 . 10 Interconnection Facilities Agreement pursuant to
10 Section 6 shall be:
11 - Seller Owned and Operated Basis (Appendix A.3 )
12 1 . 11 The Capacity Payment Option selected by Seller
13 pursuant to Section 9 . 1 shall be: (Check One )
is Option A - Not Applicable
is Option B - Firm Capacity
16 Standard Offer No. 2 Capacity Payment
17 Schedule in effect at time of Firm Operation
16 of first generating unit.
19 1 . 12 The Energy Payment Option selected by Seller
20 pursuant to Section 9. 2 shall be : (Check One )
21 X Option 1 - Forecast of Annual Marginal Cost
22 of Energy in effect at date of execution of
23 this Contract. (Appendix C )
24 Option 2 - Not Applicable
25
26
Document No. 1774C -3-
DCE '27-15 11183
I For Option 1 or 2, Seller elects to receive the
2 following percentages , in 20% increments , the total
3 of which shall equal 100% .
4 0 percent of Forecast of Marginal Cost of
5 Energy (Annual or Levelized ) , not to exceed
6 20% of the annual forecast for oil/natural
7 gas fueled cogenerators , and
g 100 percent of Edison 's published avoided cost of
g energy based on Edison ' s full avoided
10 operating costs as updated periodically and
11 accepted by the Commission.
12 Option 3 - Not Applicable
13 1 . 13 Metering Location
14 Seller elects metering location pursuant to
15 Section 8 as follows:
16 Edison 's side of the Interconnection Facilities .
17 2 . DEFINITIONS
18 When used with initial capitalizations , whether in the
19 singular or in the plural , the following terms shall have
20 the following meanings:
21 2 . 1 Adjusted Capacity Price : The $/kW-yr capacity
22 purchase price based on the Capacity Payment
23 Schedule in effect at time of Contract execution for
24 the time period beginning on the date of Firm
25 Operation for the first generating unit and ending
26
Document No. 1774C _4_
D- 27 15 11163
I on the date of termination or reduction of Contract
2 Capacity under Capacity Payment Option B.
3 2 .2 Appendix A. 1 : Interconnection Facilities Agreement
4 -- Added Facilities Basis
5 2. 3 Appendix A. 2 : Interconnection Facilities Agreement
6 -- Capital Contribution Basis
7 2 .4 Appendix A. 3 : Interconnection Facilities Agreement
6 -- Seller Owned and Operated Basis
9 2 .5 Appendix B : Forecast of Annual As Available
10 Capacity Payment Schedule
11 2 . 6 Appendix C : Forecast of Annual Marginal Cost of
12 Energy
13 2. 7 Appendix D: Forecast of Incremental Energy Rates .
14 2.8 Capacity Payment Schedule (s ) : Published capacity
15 payment schedule (s ) as authorized by the Commission
16 for as-available or firm capacity.
17 2. 9 Cogeneration Facility : The facility and equipment
18 which sequentially generate thermal and electrical
19 energy as defined in Title 18 , Code of Federal
20 Regulations , Section 292 . 202.
21 2 . 10 Commission: The Public Utilities Commission of the
22 State of California.
23 2 . 11 Contract: This document and Appendices , as amended
24 from time to time.
25
26
Document No. 1774C -5-
S- 27-1511183
0 •
1 2 .12 Contract Capacity: The electric power producing
2 capability of the Generating Facility which is
3 committed to Edison.
4 2 . 13 Contract Capacity Price : The capacity purchase
5 price from the Capacity Payment Schedule approved by
6 the Commission for Capacity Payment Option B.
7 2 .14 Contract Term: Period in years commencing with date
8 of Firm Operation for the first generating unit (s )
g during which Edison shall purchase electric power
10 from Seller.
11 2. 15 Current Capacity Price : The $/kW-yr capacity price
12 provided in the Capacity Payment Schedule determined
13 by the year of termination or reduction of Contract
14 Capacity and the number of years from such
15 termination or reduction to the expiration of the
16 Contract Term for Capacity Payment Option B.
17 2 . 16 Edison: The Southern California Edison Company.
18 2 . 17 Edison Electric System Integrity: The state of
19 operation of Edison 's electric system in a manner
20 which is deemed to minimize the risk of injury to
21 persons and/or property and enables Edison to
22 provide adequate and reliable electric service to
23 its customers .
24 2 . 18 Emergency: A condition or situation which in
25 Edison ' s sole judgment affects Edison Electric
26 System Integrity.
Document No. 1774C
SCE 27 15 11183
1 2 . 19 Energy : Kilowatthours generated by the Generating
2 Facility which 'are purchased by Edison at the Point
3 of Interconnection.
4 2 . 20 Firm Operation: The date agreed on by the Parties
5 on which each generating unit (s ) of the Generating
6 Facility is determined to be a reliable source of
7 generation and on which such unit can be reasonably
6 expected to operate continuously at its effective
9 rating (expressed in M .
10 2 . 21 First Period : The period of the Contract Term
11 specified in Section 3 . 1 .
12 2 . 22 Forced Outage : Any outage other than a scheduled
13 outage of the Generating Facility that fully or
14 partially curtails its electrical output.
15 2 .23 Generating Facility : All of Seller ' s generators ,
16 together with all protective and other associated
17 equipment and improvements , necessary to produce
18 electrical power at Seller 's Facility excluding
19 associated land , land rights , and interests in land .
20 2 . 24 Generator: The generator(s ) and associated prime
21 mover(s ) , which are a part of the Generating
22 Facility .
23 2 . 25 Incremental Heat Rate (s ) : Those Edison system
24 values expressed in Btu/kWh by time of delivery for
25 the Summer and Winter Periods which are authorized
26 and adopted by the Commission to be used in the
Document No. 1774C -7-
ISCE 27 15 11183
•
I calculation of Edison ' s published avoided cost of
2 energy .
3 2 . 26 Interconnection Facilities : Those protection,
4 metering, electric line (s ) , and other facilities
5 required in accordance with generally accepted
6 utility industry practice and Edison 's sole judgment
7 as reasonably exercised to permit an electrical
8 interface between Edison ' s system and the Generating
9 Facility in accordance with Edison 's Tariff Rule No.
t0 21 titled Cogeneration and Small Power Production
ii Interconnection Standards filed with the Commission.
12 2 .27 Interconnection Facilities Agreement : That document
13 which is specified in Section 1 .10 and is attached
14 hereto.
15 2 . 28 KVAR: Reactive kilovolt-ampere , a unit of measure
16 of reactive power.
17 2 . 29 Operate: To provide the engineering, purchasing ,
ie repair, supervision , training , inspection, testing,
19 protection, operation, use, management , replacement ,
20 retirement , reconstruction , and maintenance of and
21 for the Generating Facility in accordance with
22 applicable California utility standards and good
23 engineering practices.
24 2 .30 Operating Representatives: Individual (s ) appointed
25 by each Party for the purpose of securing effective
26 cooperation and interchange of information between
Document No. 1774C -8-
b- 27-1511183
the Parties in connection with administration and
2 technical matters related to this Contract.
3 2 .31 Parties : Edison and Seller.
4 2 . 32 Party : Edison or Seller.
5 2 . 33 Peak Months: Those months which the Edison annual
6 system peak demand could occur. Currently, but
7 subject to change with notice , the peak months for
8 the Edison system are June , July, August , and
9 September.
10 2 . 34 Point of Interconnection : The point where the
11 transfer of electrical energy between Edison and
12 Seller takes place.
13 2 .35 Project: The Generating Facility and
14 Interconnection Facilities required to permit
15 operation of Seller ' s Generator in parallel with
16 Edison 's electric system.
17 2 .36 Protective Apparatus: That equipment and apparatus
18 installed by Seller and/or Edison pursuant to
19 Section 4 . 2.
20 2 .37 Qualifying Facility: Cogeneration or Small Power
21 Production Facility which meets the criteria as
22 defined in Title 18, Code of Federal Regulations ,
23 Section 292 .201 through 292 .207.
24 2 . 38 Renewable Resources : Wind parks, small
25 hydroelectric, solar, and geothermal resources which
26 produce electric power.
�
�Dopcument No. 1774C _9_
27 15 11183
1 2 . 39 Second Period : The period of the Contract Term
2 specified in Section 3 . 2.
3 2 .40 Seller: The Party identified in Section 1 .0 .
4 2 .41 Seller ' s Facility : The premises and equipment of
5 Seller located as specified in Section 1 . 2 .
6 2 .42 Small Power Production Facility: The facilities and
7 equipment which use biomass , waste, or Renewable
8 Resources , including wind, solar, geothermal , and
9 water, to produce electrical energy as defined in
10 Title 18 , Code of Federal Regulations , Section
11 292. 201 through 292. 207.
12 2 .43 Standby Demand: Seller ' s electrical load
13 requirement that Edison is expected to serve when
14 Seller 's Generating Facility is not available .
15 2 .44 Summer Period : Defined in Edison 's Tariff Schedule
16 No. TOU-8 as now in effect or as may hereafter be
17 authorized by the Commission.
15 2 .45 Tariff Schedule No. TOU-8 : Edison 's time-of-use
19 energy tariff for electric service exceeding 500 kW,
20 as now in effect or as may hereafter be authorized
21 by the Commission .
22 2 . 46 Uncontrollable Forces : Any occurrence beyond the
23 control of a Party which causes that Party to be
24 unable to perform its obligations hereunder and
25 which a Party has been unable to overcome by the
26 exercise of due diligence, including but not limited
�Doocument No. 1774C -10-
�+ 27151V33
1 to flood, drought , earthquake, storm, fire,
2 pestilence, lightning and other natural catastrophes ,
3 epidemic, war, riot, civil disturbance or disobe-
4 dience, strike , labor dispute, action or inaction of
5 legislative, judicial, or regulatory agencies , or
6 other proper authority , which may conflict with the
7 terms of this Contract, or failure , threat of failure
8 or sabotage of facilities which have been maintained
9 in accordance with good engineering and operating
10 practices in California.
11 2 .47 Winter Period : Defined in Edison 's Tariff Schedule
12 No. TOU-8 as now in effect or as may hereafter be
13 authorized by the Commission.
14 3 . TERM
15 This Contract shall be effective upon execution by the
16 Parties and shall remain effective until either Party
17 gives 90 days prior written notice of termination to the
18 other Party , except that such notice of termination shall
19 not be effective to terminate this Contract prior to
20 expiration of the Contract Term specified in Secton 1 .8 .
21 3 . 1 The First Period of the Contract Term shall commence
22 upon date of Firm Operation but not later than
23 5 years from the date of execution of this Contract .
24 a . If the Contract Term specified in Section 1 .8
25 is 15 years, the First Period of the Contract
25 Term shall be for 5 years .
Document No. 1774C -11-
,-CE 27 15 11183
I b. If the Contract Term specified in Section 1 .8
2 is 20, 25, or 30 years, the First Period of the
3 Contract Term shall be for 10 years.
4 C. For Energy Payment Option 3 only , the First
5 Period of the Contract Term shall be 15 years ,
6 but shall not extend beyond 1998 .
7 3 . 2 The Second Period of the Contract Term shall
g commence upon expiration of the First Period and
9 shall continue for the remainder of the Contract
10 Term.
11 4 . GENERATING FACILITY
12 4 . 1 Ownership
13 The Generating Facility shall be owned by the City
14 of Palm Springs Public Facilities Corporation.
15 4 .2 Design
16 4 .2 . 1 Seller, at no cost to Edison, shall:
17 a . Design the Generating Facility.
18 b. Acquire all permits and other approvals
19 necessary for the construction, operation ,
20 and maintenance of the Generating Facility.
21 c. Complete all environmental impact studies
22 necessary for the construction, operation,
23 and maintenance of the Generating Facility .
24 d . Furnish and install the relays , meters ,
25 power circuit breakers , synchronizer, and
26 other control and Protective Apparatus as
�s Doocument No. 1774C _12_
27 1511183
1 shall be agreed to by the Parties as being
2 necessary for proper and safe operation of
3 the Project in parallel with Edison ' s
4 electric system.
5 4 . 2 . 2 Edison shall have the right to:
6 a. Review the design of the Generating
7 Facility 's electrical system and the
8 Seller ' s Interconnection Facilities . Such
9 review shall he done in a reasonable and
10 timely manner and may include , but not be
11 limited to, the Generator, governor,
12 excitation system, synchronizing
13 equipment, protective relays , and neutral
14 grounding.
15 b. Request modifications to the design of the
16 Generating Facility 's electrical system
17 and the Seller 's Interconnection
18 Facilities . Such modifications shall be
19 required if and only if necessary to
20 maintain Edison Electric System Integrity
21 when in parallel with the Edison electric
22 system. If Seller does not agree to such
23 required modifications, resolution of the
24 difference between the Parties shall be
25 made pursuant to Section 21 .
26
Document No. 1774C -13-
27 15 11183
1 4 . 3 Construction
2 Edison shall have the right to review, Seller 's
3 construction schedule , to consult with Seller
4 regarding the construction schedule, and to monitor
5 the construction and start-up of the Project . This
6 right of review, consultation, and monitoring may
7 not be excercised so as to delay construction and
e start-up of the project . Seller shall have the
g right to review and to consult with Edison regarding
10 Edison 's schedule for performance of obligations of
11 Edison under this Contract . Seller shall notify
12 Edison, of changes in Seller 's Construction Schedule
13 which may significantly affect the date of Firm
14 Operation and Edison shall make a best effort to
15 comply with such changes .
16 4 .4 Operation
17 4 .4 . 1 The Generating Facility and Seller 's
18 Protective Apparatus shall be operated and
19 maintained in accordance with applicable
20 California utility industry standards and
21 good engineering practices with respect to
22 synchronizing , voltage and reactive power
23 control. Edison shall have the right to
24 reasonable monitoring of the operation of the
25 Project. Edison may require changes in
26 Seller 's method of operation if such changes
Document No. 1774C -14-
SCE 271511183
1 are necessary , in Edison 's sole judgment , to
2 maintain Edison Electric System Integrity and
3 are consistent with generally accepted
4 utility industry practice.
5 4 . 4 . 2 Seller shall notify in writing Edison 's
6 Operating Representative at least 14 days
7 prior to:
g (a ) the intial testing of Seller 's
9 Protective Apparatus ; and
10 (b) the initial parallel operation of
11 Seller ' s Generators with Edison 's
12 electrical system.
13 Edison shall have the right to have a
14 representative present at each event.
15 4 .4 . 3 Edison shall have the right to require Seller
16 to disconnect the Generator from the Edison
17 electric system or to reduce the electrical
18 output from the Generator into the Edison
19 electric system, whenever Edison determines ,
20 in its sole judgement, that such a
21 disconnection is necessary to facilitate
22 maintenance of Edison 's facilities , or to
23 maintain Edison Electric System Integrity.
24 If Edison requires Seller to disconnect the
25 Generator from the Edison electric system
26 pursuant to this Section 4 . 4 . 3, Seller shall
Document No. 1774C -15-
,-CE 27-1511/e3
1 have the right to continue to serve its total
2 electrical requirements provided Seller has
3 elected Operating Option III . Each Party
4 shall endeavor to correct , within a
5 reasonable period, the condition on its
6 system which necessitates the disconnection
7 or the reduction of electrical output. The
8 duration of the disconnection or the
9 reduction in electrical output shall be
10 limited to the period of time such a
11 condition exists. Upon written request of
12 Seller, and in the event that there is a
13 disconnection, Edison shall provide a full
14 explanation of the causes and basis for the
15 disconnection to the Seller within 30 days of
16 receipt of said request .
17 4 .4 .4 The Generating Facility shall be operated
18 with all of Seller 's Protective Apparatus in
is service whenever the Generator is connected
20 to or is operated in parallel with the Edison
21 electric system. Any deviation for brief
22 periods of emergency or maintenance shall
23 only be by agreement of the Parties .
24 4 .4 . 5 Each Party shall keep the other Party 's
25 Operating Representative informed as to the
26 operating schedule of their respective
Document No. 1774C -16-
'�+ 27-1511183
1 facilities affecting each other 's operation
2 hereunder, including any reduction in
3 Contract Capacity availability. In addition ,
4 Seller shall provide Edison with reasonable
5 advance notice regarding its scheduled
6 outages including any reduction in Contract
7 Capacity availability. Reasonable advance
8 notice is as follows:
9 SCHEDULED OUTAGE ADVANCE NOTICE
EXPECTED DURATION TO EDISON
10 Less than one day 24 Hours
One day or more
11 (except major overhauls ) 1 Week
Major overhaul 6 Months
12
4 . 4 .6 Notification by each Party's Operating
13
Representative of outage date and duration
14
should be directed to the other Party 's
15
Operating Representative by telephone.
16
4 . 4 .7 Seller shall not schedule major overhauls
17
during Peak Months .
18
4 .4 . 8 Seller shall maintain an operating log at
19
Seller 's Facility with records of : real and
20
reactive power production; changes in
21
operating status , outages , Protective
22
Apparatus operations; and any unusual
23
conditions found during inspections . Changes
24
in setting shall also be logged for Generators
25
which are "block-loaded" to a specific kW
26
capacity. In addition , Seller shall maintain
Document No. 1774C -17-
HM 2715 11183
1 records applicable to the Generating Facility,
2 including the electrical characteristics of
3 the Generator and settings or adjustments of
4 the Generator control equipment and protective
5 devices . Information maintained pursuant to
6 this Section 4 .4 . 8 shall be provided to
7 Edison, within 30 days of Edison 's request.
6 4 .4 . 9 If , at any time , Edison has reasonable doubts
9 about the integrity of any of Seller 's
10 Protective Apparatus , based on accepted
11 utility industry practice, and believes that
12 such loss of integrity would impair the
13 Edison Electric System Integrity, Seller
14 shall demonstrate, to Edison ' s satisfaction,
15 the correct calibration and operation of the
16 equipment in question.
17 4 .4 . 10 Seller shall test all protective devices
16 specified in Section 4 . 2 with qualified
19 Edison personnel present at intervals not to
20 exceed four years .
21 4 .4 . 11 Seller shall, to the extent possible, provide
22 reactive power for its own requirements , and
23 where applicable, the reactive power losses of
24 interfacing transformers . Seller shall not
25 deliver excess reactive power to Edison unless
26 otherwise agreed upon between the Parties.
Document No. 1774C -18-
27 15 11183
1 4 .4 .12 The Seller warrants that the Generating
2 Facility meets the requirements of a
3 Qualifying Facility as of the effective date
4 of this Contract and continuing through the
5 Contract Term.
6 4 .4 . 13 The Seller warrants that the Generating
7 Facility shall at all times conform to all
8 applicable laws and regulations. Seller
9 shall obtain and maintain any governmental
10 authorizations and permits for the continued
11 operation of the Generating Facility . If at
12 any time Seller does not hold such
13 authorizations and permits , Seller agrees to
14 reimburse Edison for any loss which Edison
15 incurs as a result of the Seller ' s failure to
16 maintain governmental authorization and
n permits .
16 4 . 4 . 14 At Edison 's request, Seller shall make all
19 reasonable effort to deliver power at an
20 average rate of delivery at least equal to
21 the Contract Capacity during periods of
22 Emergency. In the event that the Seller has
23 previously scheduled an outage coincident
24 with an Emergency , Seller shall make all
25 reasonable efforts to reschedule the outage.
26 The notification periods listed in
Document No. 1774C -19-
27 15 11163
1 Section 4. 4 . 5 shall be waived by Edi7if2 Seller reschedules the outage.
34 . 4 . 15 Seller shall demonstrate the ability
4 provide Edison the specified Contract
5 Capacity within 30 days of the date of Firm
6 Operation . Thereafter, at least once per
7 year at Edison 's request, Seller shall
8 demonstrate the ability to provide Contract
g Capacity for a reasonable period of time as
10 required by Edison . Seller ' s demonstration
11 of Contract Capacity shall be at Seller 's
12 expense and conducted at a time and pursuant
13 to procedures mutually agreed upon by the
14 Parties . If Seller fails to demonstrate the
15 ability to provide the Contract Capacity, the
16 Contract Capacity shall he reduced by
17 agreement of the Parties pursuant to
18 Section 9 .1 . 2 . 6.
19 4 . 5 Maintenance
20 4 . 5. 1 Seller shall maintain the Generating Facility
21 in accordance with applicable California
22 utility industry standards and good
23 engineering and operating practices . Edison
24 shall have the right to reasonable monitoring
25 of such maintenance of the Generating
26 Facility. Seller shall maintain and deliver
Document No. 1774C _20_
SCE 27 15 11183
1 a maintenance record of the Generating
2 Facility to Edison 's Operating Representatives
3 within 30 days of request therefor.
4 4 . 5 . 2 Seller shall make a reasonable effort to
5 schedule routine maintenance during Off-Peak
6 Months and expected minimal generation
7 periods for renewable resources . Outages for
8 scheduled maintenance shall not exceed a
9 total of 30 peak hours for the Peak Months.
10 4 , 5. 3 The allowance for scheduled maintenance is as
11 follows:
12 a. Outage periods for scheduled maintenance
13 shall not exceed 840 hours ( 35 days ) in
14 any 12-month period. This allowance may
15 be used in increments of an hour or longer
16 on a consecutive or nonconsecutive basis.
17 b. Seller may accumulate unused maintenance
18 hours on a year-to-year basis up to a
19 maximum of 1 ,080 hours ( 45 days ) . This
20 accrued time must be used consecutively
21 and only for major overhauls.
22 4 . 6 Any review by Edison of the design, construction,
23 operation, or maintenance of the Project is solely
24 for the information of Edison. By making such
25 review, Edison makes no representation as to the
26 economic and technical feasibility , operational
�Dopcument No. 1774C -21-
27 1 5 11183
I capability, or reliability of the Project. Seller
2 shall in no way represent to any third party that
3 any such review by Edison of the Project, including
4 but not limited to, any review of the design,
5 construction, operation, or maintenance of the
6 Project by Edison is a representation by Edison as
7 to the economic and technical feasibility,
6 operational capability, or reliability of said
g facilities. Seller is solely responsible for
10 economic and technical feasibility , operational
11 capability, or reliability thereof .
12 5. OPERATING OPTIONS
13 5. 1 Seller shall elect in Section 1 .9 to Operate its
14 Generating Facility in paralled with Edison 's
15 electric system pursuant to one of the following
16 options:
17 a. Operating Option I : Seller dedicates the
18 entire Generator output to Edison with no
19 electrical service required from Edison.
20 b. Operating Option II : Seller dedicates the
21 entire Generator output to Edison with
22 electrical service required from Edison.
23 C . Operating Option III : Seller dedicates to
24 Edison only that portion of the Generator
25 output in excess of Seller 's electrical service
26 requirements . As much as practicable, Seller
Document No. 1774C -22-
SCE 271511183
I intends to serve its electrical requirements
2 from the Generator output and will require
3 electrical standby from Edison as designated in
4 Section 1 . 9.
5 5 .2 After expiration of the First Period of the Contract
6 Term, Seller may change the Operating Option , but not
7 more than once per year upon at least 90 days prior
8 written notice to Edison. A reduction in Contract
9 Capacity as a result of a change in operating options
10 shall be subject to Section 9 . 1 .2 . 6 . Edison shall
11 not be required to remove or reserve capacity of any
12 appendant facilities as may be owned by Edison and
13 made idle by a change in operating options . Edison
14 may dedicate any such idle appendant facilities at
15 any time to serve other customers or to interconnect
16 with other electric power sources . Edison shall
17 process requests for changes of operating option in
18 the chronological order received .
19 5. 2 . 1 When the Seller wishes to reserve appendant
20 facilities paid for by the Seller, owned by
21 Edison, but idled by a change in operation
22 option, Edison may impose a special facilities
23 charge related to the operation and
24 maintenance of such appendant facilities .
25 When the Seller no longer needs said Appendant
26 Interconnection Facilities for which it has
Document No. 1774C -23-
SCER 27-15 11183
1 paid, the Seller shall receive credit for the
2 net salvage value of such Appendant
3 Interconnection Facilities . If Edison is
4 able to make use of these facilities to serve
5 other customers , the Seller shall receive the
6 fair market value of the facilities determined
7 as of the date the Seller either decides no
8 longer to use said facilities or fails to pay
g the required maintenance fee.
10 6. INTERCONNECTION FACILITIES
11 6 . 1 The Parties shall execute an Interconnection
12 Facilities Agreement selected by Seller in
13 Section 1 .10 , covering the design, installation,
14 operation and maintenance of the Interconnection
15 Facilities required in Edison 's sole judgment, to
16 permit an electrical interface between the Parties
17 pursuant to Edison 's Tariff Rule No. 21 .
18 6 . 2 The cost for the appendant facilities set forth in
10 the appendices specified in Section 1 .10, are
20 estimates only for Seller ' s information and will be
21 adjusted to reflect recorded costs after
22 installation is complete ; except that , upon Seller ' s
23 written request to Edison, Edison shall provide a
24 binding estimate which shall be the basis for the
25 appendant facilities cost in the Interconnection
26 Facilities Agreement executed by the Parties .
Document No. 1774C -24-
D- 27-1511/83
1 6 . 3 The nature of the appendant facilities and the Point
2 of Interconnection shall be set forth either by
3 equipment lists or appropriate one-line diagrams and
4 shall be attached to the appropriate appendix
5 specified in Section 1 .10 .
6 6 .4 The design, installation, operation, maintenance ,
7 and modifications of the Interconnection Facilities
6 shall be at Seller 's expense, as specified in the
9 Interconnection Facilities Agreement selected by
10 seller in Section 1 . 10 ,
11 6 . 5 Seller shall not commence parallel operation of the
12 Generating Facility until written approval for
13 operation of the Interconnection Facilities has been
14 received from Edison. Such written approval shall
15 not be unreasonably withheld or delayed. The Seller
16 shall notify Edison at least forty-five days prior
17 to the initial energizing of the Point of
18 Interconnection. Edison shall have the right to
19 inspect the Interconnection Facilities within thirty
20 days of receipt of such notice. If the facilities
21 do not pass Edison ' s inspection, Edison shall
22 provide in writing the reasons for this failure
23 within five days of the inspection.
24 6 . 6 Seller, at no cost to Edison, shall acquire all
25 permits and approvals and complete all environmental
26 impact studies necessary for the design,
Document No. 1774C -25-
SCE 2 7 15 1118 3
1 installation, operation , and maintenance of the
2 Interconnection Facilities .
3 7 . ELECTRIC LINES AND ASSOCIATED EASEMENTS
4 7 . 1 Edison shall , as it deems necessary or desirable ,
5 build electric lines , facilities and other
6 equipment, both ,overhead and underground , on and off
7 Seller ' s Facility, for the purpose of effecting the
8 agreements contained in this Contract . The physical
9 location of such electric lines , facilities and
10 other equipment on Seller 's Facility shall be
11 determined by agreement of the Parties.
12 7 .2 Seller shall reimburse Edison for the cost of
13 acquiring property rights off Sellers ' s Facility
14 required by Edison to meet its obligations under
15 this Contract .
16 7 . 3 Seller shall grant to Edison, without cost to Edison,
17 and by an instrument of conveyance , acceptable to
18 Edison, rights of way ,y , easements and other property
19
interests necessary to construct , reconstruct , use,
20 maintain , alter, add to, enlarge , repair, replace ,
21
inspect and remove, at any time, the electric lines ,
22 facilities or other equipment, required, installed ,
23 and owned by Edison to effect the agreements
24 contained in the Contract. The rights of ingress
25
and egress at all reasonable times necessary for
26
Document No. 1774C _26_
SCE 27-15 11183
1 Edison to perform the activities contemplated in the
2 Contract .
3 7 . 4 The electric lines , facilities , or other equipment
4 referred to in this Section 7 installed by Edison on
5 or off Seller 's Facility shall be and remain the
6 property of Edison.
7 7 . 5 Edison shall have no obligation to Seller for any
6 delay or cancellation due to inability to acquire a
g satisfactory right of way, easements , or other
10 property interests .
11 8 , METERING
12 8 . 1 All meters and equipment used for the measurement of
13 electric power for determining Edison 's payments to
14 Seller pursuant to this Contract shall be provided ,
15 owned, and maintained by Edison at Seller 's expense
16 in accordance with Edison 's Tariff Rule No. 21 .
17 8 . 2 All meters and equipment used for billing Seller for
18 electric service provided to Seller by Edison under
19 Operating Options II or III shall be provided,
20 owned, and maintained by Edison at Edison 's expense
21 in accordance with Edison 's Tariff Rule No. 16.
22 8 . 3 The meters and equipment used for measuring the
23 Energy sold to Edison shall be located on the side
24 of the Interconnection Facilities as specified by
25 Seller in Section 1 .13 . If the metering equipment
26 is located on Seller 's side of the Interconnection
Document No. 1774C _27_
. E 2 1511183
1 Facilities , then a loss compensation factor agreed
2 upon by the Parties shall be applied .
3 8 .4 For purposes of monitoring the Generator operation
a and the determination of standby charges , Edison
5 shall have the right to require , at Seller 's
6 expense , the installation of generation metering.
7 Edison may also require the installation of
8 telemetering equipment at Seller ' s expense for
9 Generating Facilities equal to or greater than
10 10 MW. Edison may require the installation of
11 telemetering equipment at Edison ' s expense for
12 Generating Facilities less than 10 MW.
13 8 . 5 Edison ' s meters shall be sealed and the seals shall
14 be broken only when the meters are to be inspected ,
15 tested, or adjusted by Edison. Seller shall be
16 given reasonable notice of testing and have the
17 right to have its Operating Representative present
18 on such occasions .
19 8 . 6 Edison 's meters installed pursuant to this Contract
20 shall be tested by Edison , at Edison ' s expense , at
21 least once each year and at any reasonable time upon
22 request b either Part q y y, at the requesting Party 's
23 expense. If Seller makes such request , Seller shall
za
reimburse said expense to Edison within thirty days
25 after presentation of a bill therefor. Such
26 reimbursement need not be made if testing requested
Document No. 1774C -28-
27-16 11183
by Seller shows a metering inaccuracy in excess of
2 2%.
3 8 .7 Metering equipment found to be inaccurate shall be
4 repaired, adjusted, or replaced by Edison such that
5 the metering accuracy of said equipment shall he
6 within two percent . If metering equipment
7 inaccuracy exceeds two percent, the correct amount
6 of Energy and Contract Capacity delivered during the
9 period of said inaccuracy shall be estimated by
10 Edison and agreed upon by the Parties .
11 9 . POWER PURCHASE PROVISIONS
12 Prior to the date of Firm Operation, Seller shall be paid
13 for Energy only pursuant to Edison 's published avoided
14 cost of energy based on Edison 's full avoided operating
15 cost as periodically updated and accepted by the
16 Commission. If at any time Energy can be delivered to
17 Edison and Seller is contesting the claimed jurisdiction
18 of any entity which has not issued a license or other
19 approval for the Project , Seller, in its sole discretion
20 and risk , may deliver Energy to Edison and for any Energy
21 purchased by Edison Seller shall receive payment from
22 Edison for ( i ) Energy pursuant to this Section , and ( ii )
23 as-available capacity based on a capacity price from the
24 Standard Offer No. 1 Capacity Payment Schedule as
25 approved by the Commission. Unless and until all
26
Document No. 1774C -29-
b- 27 15 11/83
1 required licenses and approvals have been obtained,
2 Seller may discontinue deliveries at any time.
3 9. 1 Capacity Payments
4 Seller shall sell to Edison and Edison shall
5 purchase from Seller capacity pursuant to the
6 Capacity Payment Option selected by Seller in
7 Section 1 .11 . The Capacity Payment Schedules will
8 be based on Edison ' s full avoided operating costs as
9 approved by the Commission throughout the life of
16 this Contract. Data used to derive Edison 's full
11 avoided costs will be made available to the Seller,
12 to the extent specified by Seller upon request.
13 9 . 1 . 1 Capacity Payment Option A -- As Available
14 Capacity. Not applicable.
15 9 . 1 . 2 Capacity Payment Option B -- Firm Capacity
16 Purchase
17 Seller shall provide to Edison for the Contract
16 Term the Contract Capacity specified in
19 Section 1 . 5 , or as adjusted pursuant to
20 Section 9 . 1 . 2 . 6, and Seller shall be paid as
21 follows:
22 9 . 1 .2 . 1 If Seller meets the performance
23 requirements set forth in
24 Section 9. 1 . 2 . 2 , Seller shall be paid
25 a Monthly Capacity Payment, beginning
26 from the date of Firm Operation equal
Document No. 1774C -30-
SEE 27 15 11183
1 to the sum of the on-peak , mid-peak ,
2 and off-peak Capacity Period
3 Payments . Each capacity period
4 payment is calculated pursuant to the
5 following formula :
6 Monthly Period Capacity = A x B x C x D
Payment
7
Where A = Contract Capacity Price
8
specified in Section 1 .11 based
9
on the Standard Offer No. 2
10
Capacity Payment Schedule.
11
B = Conversion factors to convert
12
annual capacity prices to
13
monthly payments by time of
14
delivery as specified in
15
Standard Offer No. 2 Capacity
16
Payment Schedule and subject to
17
periodic modifications as
18
approved by the Commission.
19
C = Contract Capacity specified in
20
Section 1 .5 .
21
D = Period Performance Factor, not
22
to exceed 1 .0 , calculated as
23
follows:
24
25
26
Document No. 1774C -31-
D- 271511183
Period kWh purchased
1 by Edison limited by the
2 level of Contract Capacity
0 . 8 x Contract Capacity x (Period
Hours minus Maintenance Hours
3 Allowed in Section 4 . 5. )
4 9 . 1 . 2 .2 Performance Requirements
5 To receive the Monthly Capacity
6 Payment in Section 9 . 1 . 2. 1 , Seller
7 shall provide the Contract Capacity
8 in each Peak Month for all on-peak
9
hours as such peak hours are defined
10 in Edison 's Tariff Schedule No. TOU-8
11 on file with the Commission , except
12 that Seller is entitled to a 20%
13
allowance for Forced Outages for
14 each Peak Month . Seller shall not
15
be subject to such performance
1s °
requirements for the remaining hours
17
of the year.
18
a. If Seller fails to meet the
19
requirements specified in
20
Section 9 .1 . 2 . 2 , Seller, in
21
Edison 's sole discretion, may be
22
placed on probation for a period
23
not to exceed 15 months . If
24
Seller fails to meet the
25
requirements specified in
26
Section 9 . 1 . 2 .2 during the
�Document No. 1774C -32-
C 2]1511183
i •
1 probationary period, Edison may
2 derate the Contract Capacity to
3 the greater of the capacity
4 actually delivered during the
5 probationary period , or the
6 capacity at which Seller can
7 reasonably meet such
8 requirements . A reduction in
9 Contract Capacity as a result of
10 this Section 9 . 1 . 2 . 2 shall be
11 subject to Section 9. 1 . 2 . 5.
12 b. If Seller fails to meet the
13 requirements set forth in
14 Section 9 . 1 .2 . 2 due to a Forced
15 Outage on the Edison system or a
18 request to reduce or curtail
17 delivery under Section 9 . 4,
18 Edison shall continue Monthly
19 Capacity Payments pursuant to
20 Capacity Payment Option B . The
21 Contract Capacity curtailed
22 shall be treated the same as
23 scheduled maintenance outages in
24 the Calculation of the Monthly
25 Capacity Payment.
26
Document No. 1774C -33-
EiCE 27 1511183
1 9 . 1 .2 . 3 If Seller is unable to provide
2 Contract Capacity due to
3 Uncontrollable Forces , Edison shall
4 continue Monthly Capacity Payments
5 for 90 days from the occurrence of
g the Uncontrollable Force. Monthly
7 Capacity Payments payable during a
8 period of interruption or reduction
9 by reason of an Uncontrollable Force
10 shall be treated the same as
11 scheduled maintenance outages .
12 9 . 1 . 2. 4 Capacity Bonus Payment
13 For Capacity Payment Option B ,
14 Seller may receive a Capacity Bonus
15 Payment as follows:
16 a. Bonus During Peak Months -- For
17 a Peak Month , Seller shall
18 receive a Capacity Bonus Payment
19 if ( i ) the requirements set
20 forth in Section 9 .1 . 2 . 2 have
21 been met , and ( ii ) the on-peak
22 capacity factor exceeds 85% .
23 b. Bonus During Non-Peak Months--
24 For a non-peak month, Seller
25 shall receive a Capacity Bonus
25 Payment if ( i ) the requirements
Document No. 1774C -34-
CC 27 1511183
1 set forth in Section 9 . 1 . 2 . 2
2 have been met , ( ii ) the on-peak
3 capacity factor for each Peak
4 Month during the year was at
5 least 85% , and ( iii ) the on-peak
6 capacity factor for the non-peak
7 month exceeds 850 .
B C. For any eligible month , the
9 Capacity Bonus Payment shall be
10 calculated as follows:
11 Capacity Bonus Payment = A x B x C x D
12 Where A = ( 1. 2 x On-Peak Capacity Factor ) - 1 . 02
13 Where the On-Peak Capacity Factor,
14 not to exceed 1 .0 , is calculated as
15 follows:
16 Period kWh purchased by Edison
limited by the level of Contract
17 Capacity
(Contract Capacity) x ( Period Hours
18 minus Maintenance Hours Allowed in
Section 4 . 5)
19
B = Contract Capacity Price specified in
20
Section 1 . 11 for Capacity Payment
21
Option B
22
C = 1/12
23
D = Contract Capacity specified in
24
Section 1 .5
25
d. When Seller is entitled to
26
receive a Capacity Bonus
Document No. 1774C -35-
SCE 27-15 11153
1 Payment, the Monthly Capacity
2 Payment shall be the sum of the
3 Monthly Capacity Payment pursuant
4 to Section 9 . 1 . 2. 1 and the
5 Monthly Capacity Bonus Payment
6 pursuant to this Section .
7 e . For Capacity Payment Option B ,
8 Seller shall be paid for-
9 capacity in excess of Contract
10 Capacity based on the as-
11 available capacity price in
12 Standard Offer No. 1 Capacity
13 Payment Schedule, as updated and
14 approved by the Commission .
15 9 . 1 .2 . 5 Capacity Reduction
16 a. Seller may reduce the Contract
17 Capacity specified in
18 Section 1 . 5 , provided that
19 Seller gives Edison 30 days '
20
prior written notice.
21 b. Subject to Section 10 . 3, Seller.
22 shall refund to Edison with
23 interest at the current published
24 Federal Reserve Board three
25
months prime commercial paper
26
rate an amount equal to the
Document No. 1774C -36-
SCE 27-15 11183
difference between ( i ) the
2 accumulated Monthly Capacity
3 Payments paid by Edison pursuant
4 to Capacity Payment Option B up
5 to the time the reduction notice
6 is received by Edison, and
7 ( ii ) the total capacity payments
8 which Edison would have paid if
9 based on the Adjusted Capacity
10 Price.
11 C. From the date the reduction
12 notice is received to the date
13 of actual capacity reduction,
14 Edison shall make capacity
15 payments based on the Adjusted
16 Capacity Price for the amount of
17 Contract Capacity being reduced.
18 d . Seller may reduce Contract
19 Capacity without the notice
20 prescribed in Section 9 . 1 . 2 . 5(a ) ,
P1 provided that Seller shall
22 refund to Edison the amount
23 specified in Section 9 . 1 . 2 . 5(b)
24 and an amount equal to: ( i ) the
25 amount of Contract Capacity
26 being reduced , times ( ii ) the
.SCE
No. 1774C -37-
1 27 15 11183
difference between the Current
2 Capacity Price and the Contract
3 Capacity Price , times ( iii ) the
4 number of years and fractions
5 thereof (not less than one year )
6 by which the Seller has been
7 deficient in giving prescribed
8 notice. If the Current Capacity
9 Price is less than the Contract
10 Capacity Price , only payment
11 under Section 9. 1 .2 . 5(b ) shall
12 be due to Edison.
13 9 .1 . 2 . 6 Adjustment to Contract Capacity
14 The Parties may agree in writing at
15 any time to adjust the Contract
16 Capacity. Seller may reduce the
17 Contract Capacity pursuant to
18 Section 9. 1 .2 .5 . Seller may increase
19 the Contract Capacity up to 1300 kW
20 before the year 1990 , with 30 days '
21 notice , without Edison ' s approval or
22 with Edison 's approval at any time.
23 Thereafter Seller shall receive
24 payment for the increased capacity
25 in accordance with the Contract
26 Capacity Price for the Capacity
Document No. 1774C -38-
D- 27-15 11183
1 Payment Option selected by Seller
2 for the remaining Contract Term.
3 9 .2 Energy Payments - First Period
4 During the First Period of the Contract Term, Seller
5 shall be paid a Monthly Energy Payment for the
6 Energy delivered by the Seller to Edison at the
7 Point of Interconnection pursuant to the Energy
8 Payment Option selected by Seller in Section 1 .12 ,
g as follows . (Data used to derive Edison ' s Energy
10 payments for the First Period will be made available
11 to the Seller, to the extent specified by Seller,
12 upon request. )
13 9 . 2 . 1 Energy Payment Option 1 -- Forecast of Annual
14 Marginal Cost of Energy . If Seller selects
15 Energy Payment Option 1 , then, during the
16 First Period of the Contract Term, Seller
17 shall be paid a Monthly Energy Payment for
18 Energy delivered by Seller and purchased by
19 Edison during each month in the First Period
20 of the Contract Term pursuant to the
21 following formula:
22 Monthly Energy Payment = (A x D) + (B x D) + (C x D)
23 Where A = kWh purchased by Edison during
24 on-peak periods defined in
25 Edison 's Tariff Schedule
26 No. TOU-8 .
Document No. 1774C -39-
D- 27 15 11182
1 B = kWh purchased by Edison during
2 mid-peak periods defined in
3 Edison 's Tariff Schedule
4 No. TOU-8 .
5 C = kWh purchased by Edison during
6 off-peak periods defined in
7 Edison ' s Tariff Schedule
8 No. TOU-8 .
9 D = The sum of:
10 ( i ) the appropriate time-
11 differentiated energy price from
12 the Forecast of Annual Marginal
13 Cost of Energy , multiplied by
14 the decimal equivalent of the
15 percentage of the forecast
16 specified in Section 1 .12 , and
17 ( ii ) the appropriate time-
18 differentiated energy price from
19 Edison 's published avoided cost
20 of energy multiplied by the
21 decimal equivalent of the
22 percentage of the published
23 energy price specified in
24 Section 1 . 12 .
25 9. 2 .2 Energy Payment Option 2 -- Levelized Forecast
26 Not Applicable
Document No. 1774C -40-
j54_E 27 15 11183
1 9 . 2.3 Energy Payment Option 3 - Forecast of
2 Incremental Energy Rate ( IER)
3 Not Applicable
4 9 .3 Energy Payments - Second Period
5 During the Second Period of the Contract Term, Seller
6 shall be paid a Monthly Energy Payment for Energy
7 delivered by Seller and purchased by Edison at a
8 rate equal to 100% of Edison 's published avoided cost
9 of energy based on Edison 's full avoided operating
10 cost as updated periodically and accepted by the
11 Commission, pursuant to the following formula:
12 Monthly Energy Payment = kWh purchased by Edison for each
13 on-peak , mid-peak , and off-peak
14 time period defined in Edison 's
15 Tariff Schedule No. TOU-8
16 x Edison 's published avoided cost
17 of energy by time of delivery
18 for each time period .
19 Data used to derive Edison 's full avoided costs will
20 be made available to the Seller, to the extent
21 specified by Seller, upon request.
22 9 .4 Edison shall not be obligated to accept or pay for
P3 Energy , and may request Seller whose Generating
24 Facility is one ( 1 ) MW or greater to discontinue or
25 reduce delivery of Energy , for not more than
26 300 hours annually during off-peak hours when
Document No. 1774C -41-
D- 27-15 11153
1 ( i ) purchases would result in costs greater than
2 those which Edison would incur if it did not purchase
3 Energy from Seller but instead utilized an equivalent
4 amount of Energy generated from another Edison
5 source , or (ii ) the Edison Electric System demand
6 would require that Edison hydro-energy be spilled to
7 reduce generation.
8 10 . PAYMENT AND BILLING PROVISIONS
g 10. 1 For Energy and capacity purchased by Edison:
10 10 . 1 . 1 Edison shall mail to Seller not later than
11 thirty days after the end of each monthly
12 billing period ( 1 ) a statement showing the
13 Energy and Contract Capacity delivered to
14 Edison during the on-peak , mid-peak , and
15 off-peak periods, as those periods are
16 specified in Edison 's Tariff Schedule No.
17 TOU-8 for that monthly billing period, ( 2)
18 Edison ' s computation of the amount due
19 Seller, and ( 3) Edison 's check in payment of
20 said amount.
21 10 . 1 .2 If the monthly payment period involves
22 portions of two different published Energy
23 payment schedule periods , the monthly Energy
24 payment shall be prorated on the basis of the
25 percentage of days at each price.
26
Document No. 1774C -42-
CC 271511183
1 10 . 1 .3 If the payment period is less than 27 days or
2 greater than 33 days , the capacity payment
3 shall be prorated on the basis of the average
4 days per month per year.
5 10 . 1 . 4 If within ninety days of receipt of the
6 statement Seller does not make a report in
7 writing to Edison of an error, Seller shall
8 be deemed to have waived any error in
9 Edison 's statement , computation , and payment ,
10 and they shall be considered correct and
11 complete.
12 10. 2 For electric service provided by Edison:
13 10 . 2 . 1 Under Operating Option III pursuant to
14 Section 5. 1 , standby electric service shall
15 be provided under terms and conditions of
16 Edison 's tariff schedule indicated below as
17 now in effect or as may hereafter be
18 authorized by the Commission to be revised.
19 The applicable tariff schedules are:
20 STANDBY TARIFF ELECTRIC SERVICE TARIFF
SCHEDULE NO.
21 SCG-1 GS-2
22 10. 2 . 1 . 1 The Standby Demand for calculation
23 of the standby charge in SCG-1 as
24 specified in Section 1 .9 . Edison
25 reserves the right to adjust the
26 Standby Demand based on recorded
Document No. 1774C -43-
D- 27R1511183
i demand during periods standby power
2 is required.
3 10. 2 . 1 .2 The capacity rating for determination
4 of standby waiver qualifications
5 shall be Contract Capacity plus the
6 maximum electric load served by the
7 Generating Facility during the
8 on-peak time period recorded during
9 the preceding 12-month time period.
10 10 . 2 . 1 . 3 A minimum monthly charge may be
11 established for standby electric
12 service as provided in the tariff
13 schedule elected in Section 1 .9 .
14 Said minimum monthly charge shall be
15 specified in Section 1 . 9 .
16 10. 2 . 2 Under Operating Options II and III pursuant
17 to Section 5. 1 , electric service shall be
to provided under terms , conditions, and rates
19 of Edison ' s tariff schedule indicated below
20 as now in effect or as may hereafter be
21 authorized , by the Commission to be revised.
22 The applicable tariff schedule is GS-2. The
23 contract demand for calculation of the
24 minimum demand charge in the applicable
25 tariff schedules is specified in Section 1 .9 .
26
Document No. 1774C -44-
2715 11183
1 10 . 2 . 3 Edison shall commence billing Seller for
2 electric service rendered pursuant to the
3 applicable tariff schedule on the date that
4 the Point of Interconnection is energized.
5 10 . 3 Monthly charges associated with Interconnection
6 Facilities shall be billed pursuant to the
7 Interconnection Facilities Agreement contained in
g the Appendix specified in Section 1 . 10.
9 10 . 4 Payments due to Contract Capacity Reduction
10 10.4 . 1 The Parties agree that the refund and payments
11 provided in Section 9 . 1 . 2 . 6 represent a fair
12 compensation for the reasonable losses that
13 would result from such reduction of Contract
14 Capacity.
15 10.4 . 2 In the event of a reduction in Contract
16 Capacity , the quantity, in kw, by which the
17 Contract Capacity is reduced shall be used to
18 calculate the refunds and payments due Edison
19 in accordance with Section 9 . 1 . 2 . 6 , as
20 applicable.
21 10. 4 . 3 Edison shall provide invoices to Seller for
22 all refunds and payments due Edison under
23 this section which shall be due within
24 60 days .
25 10.4 .4 If Seller does not make payments as required
26 in Section 10 . 4 . 3 , Edison shall have the
Document No. 1774C -45-
EiCE 27-15 11182
•
1 right to offset any amounts due it against
2 any present or future payments due Seller and
3 may pursue any other remedies available to
4 Edison as a result of Seller ' s failure to
5 perform.
6 11 . TAXES
7 11 .1 If ad valorem taxes or other taxes attributable to
6 the Project are assessed or levied against Edison,
9 Seller shall pay Edison for such assessment or levy .
10 11 .2 If ad valorem taxes or other taxes properly
11 attributed to land, land rights , or interest in land
12 for the Project are assessed or levied against
13 Edison, Seller shall pay Edison for such assessment
14 or levy.
15 11 . 3 For appendant facilities owned by Edison, Edison
16 shall pay ad valorem taxes and other taxes properly
17 attributed to said facilities. If such taxes are
18 assessed or levied against Seller, Edison shall pay
19 Seller for such assessment or levy .
20 11 .4 Seller or Edison shall provide information
21 concerning the Project to any requesting taxing
22 authority.
23 12 . TERMINATION
24 12.1 This Contract shall terminate if Firm Operation does
25 not occur within 5 years of the date of Contract
26 execution.
Document No. 1774C -46-
cC 27-15 9183
1 13. LIABILITY
2 13.1 Each Party (First Party) releases the other Party
3 (Second Party ) , its directors , officers , employees
4 and agents from any loss , damage, claim, cost ,
5 charge , or expense of any kind or nature (including
6 any direct, indirect or consequential loss , damage,
7 claim, cost , charge, or expense ) , including
8 attorney 's fees and other costs of litigation
9
10 //
11 //
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
Document No. 1774C -46A-
SEE 27 15 9183
1 incurred by the First Party in connection with
2 damage to property of the First Party caused by or
3 arising out of the Second Party 's construction,
4 engineering, repair, supervision, inspection,
5 testing, protection, operation, maintenance,
6 replacement , reconstruction, use or ownership of its
7 facilities , to the extent that such loss, damage,
8 claim, cost , charge, or expense is caused by the
g negligence of Second Party, its directors , officers ,
10 employees , agents , or any person or entity whose
11 negligence would be imputed to Second Party.
12 13 . 2 Each Party shall indemnify and hold harmless the
13 other Party, its directors, officers, and employees
14 or agents from and against any loss , damage, claim,
15 cost, charge, ( including direct, indirect or
16 consequential loss , damage, claim, cost charge , or
17 expense ) , including attorney' s fees and other costs
18 of litigation incurred by the other Party in
19 connection with the injury to or death of any person
20 or damage to property of a third party arising out
21 of the indemnifying Party's construction,
22 engineering, repair, supervision, inspection,
23 testing, protection, operation, maintenance,
24 replacement , reconstruction, use, or ownership of
25 its facilities, to the extent that such loss ,
26 damage, claim, cost, charge, or expense is cause by
Document No. 1774C _47_
SM 271511183
1 the negligence of the indemnifying Party, its
2 directors, officers , employees, agents , or any
3 person or entity whose negligence would be imputed
4 to the indemnifying Party; provided, however, that
5 each Party shall be solely responsible for and shall
6 bear all cost of claims brought by its contractors
7 or its own employees and shall indemnify and hold
8 harmless the other Party for any such costs
9 including costs arising out of any workers
10 compensation law. Seller releases and shall defend
11 and indemnify Edison from, any claim, cost, loss ,
12 damage, or liability arising from any contrary
13 representation concerning the effect of Edison 's
14 review of the design, construction, operation, or
15 maintenance of the Project.
18 13.3 The provisions of this Section 13 shall not be
17 construed so as to relieve any insurer of its
18 obligations to pay any insurance claims in
19 accordance with the provisions of any valid
20 insurance policy.
21 13.4 Neither Party shall be indemnified under this
22 Section 13 for its liability or loss resulting from
23 its sole negligence or willful misconduct.
24 14 . INSURANCE
25 14. 1 Until Contract is terminated, Seller shall obtain
26 and maintain in force as hereinafter provided
�
Doocument No. 1774C -48-
C 27-,,11183
I comprehensive general liability insurance , including
2 contractual liability coverage, with a combined
3 single limit of ( i ) not less than $1 ,000 ,000 each
4 occurrence for Generating Facilities 100 kW or
5 greater; ( ii ) not less than $500, 000 for each
6 occurrence for Generating Facilities between 20 kW
7 and 100 kW; and ( iii ) not less than $100 ,000 for
8 each occurrence for Generating Facilities less than
9 20 kW. The insurance carrier or carriers and form
10 of policy shall be subject to review and approval by
11 Edison .
12 14 .2 Prior to the date Seller 's Generating Facility is
13 first operated in parallel with Edison ' s electric
14 system, Seller shall ( i ) furnish certificate of
15 insurance to Edison , which certificate shall provide
16 that such insurance shall not be terminated nor
17 expire except on thirty days prior written notice to
is Edison, ( ii ) maintain such insurance in effect for
19 so long as Seller ' s Generating Facility is operated
20 in parallel with Edison 's electric system, and
21 ( iii ) furnish to Edison an additional insured
22 endorsement with respect to such insurance in
23 substantially the following form:
24 "In consideration of the premium charged,
25 Southern California Edison Company (Edison ) is
26 named as additional insured with respect to all
Document No. 1774C -49-
2715111B3
1 liabilities arising out of Seller 's use and
2 ownership of Seller ' s Generating Facility.
3 "The inclusion of more than one insured under
y this policy shall not operate to impair the
5 rights of one insured against another insured
g and the coverages afforded by this policy will
7 apply as though separate policies had been
8 issued to each insured. The inclusion of more
9 than one insured will not, however, operate to
10 increase the limit of the carrier ' s liability.
11 Edison will not, by reason of its inclusion
12 under this policy, incur liability to the
13 insurance carrier for payment of premium for
14 this policy.
15 "Any other insurance carried by Edison which
16 may be applicable shall be deemed excess
17 insurance and Seller's insurance primary for
18 all purposes despite any conflicting provisions
19 in Seller 's policy to the contrary. "
20 If the requirement of Section 14 . 2 ( iii ) prevents
21 Seller from obtaining the insurance required in
22 Section 14 . 1 then upon written notification by
23 Seller to Edison, Section 14. 2 ( iii ) shall be waived.
24 14 . 3 The requirements of this Section 14 shall not apply
25 to Seller who is a self-insured governmental agency
25 with established record of self-insurance.
Document No. 1774C -50-
2715 11I53
1 14 . 4 If Seller fails to comply with the provisions of
2 this Section 14, Seller shall , at its own cost,
3 defend, indemnify , and hold harmless Edison, its
4 directors , officers , employees , agents, assigns , and
5 successors in interest from and against any and all
6 loss , damage, claim, cost , charge, or expense of any
7 kind of nature ( including direct , indirect or
6 consequential loss , damage, claim, cost , charge, or
9 expense , including attorney 's fees and other costs
10 of litigation) resulting from the death or injury to
11 any person or damage to any property, including the
12 personnel and property of Edison, to the extent that
13 Edison would have been protected had Seller complied
14 with all of the provisions of this Section 14 .
15 15. UNCONTROLLABLE FORCES
16 15. 1 Neither Party shall be considered to be in default
17 in the performance of any of the agreements
18 contained in this Contract, except for obligations
19 to pay money, when and to the extent failure of
20 performance shall_ be caused by an Uncontrollable
21 Force.
22 15. 2 If either Party because of an Uncontrollable Force
23 is rendered wholly or partly unable to perform its
24 obligations under this Contract , the Party shall be
25 excused from whatever performance is affected by the
26
�Dopcument No. 1774C -51-
O 27 15 11I53
1 Uncontrollable Force to the extent so affected
2 provided that:
3 ( 1) the non-performing Party, within thirty days
4 after the occurrence of the Uncontrollable
5 Force, gives the other Party written notice
5 describing the particulars of the occurrence,
7 ( 2) the suspension of performance is of no greater
8 scope and of no longer duration than is
g required by the Uncontrollable Force,
10 ( 3) the non-performing Party uses its best efforts
11 to remedy its inability to perform (this
12 subsection shall not require the settlement of
13 any strike, walkout, lockout or other labor
14 dispute on terms which, in the sole judgment of
15 the Party involved in the dispute, are contrary
16 to its interest . It is understood and agreed
17 that the settlement of strikes , walkouts ,
is lockouts or other labor disputes shall be at
19 the sole discretion of the Party having the
20 difficulty ) ,
21 ( 4 ) when the non-performing Party is able to resume
22 performance of its obligations under this
23 Contract, that Party shall give the other Party
24 written notice to that effect , and
25
26
Document No. 1774C -52-
DCE 27-15 11183
1 ( 5) capacity payments during such periods of
2 Uncontrollable Force on Seller's part shall be
3 governed by Section 9 . 1 .2. 3.
4 15. 3 In the event that either Party 's ability to perform
5 cannot be corrected when the Uncontrollable Force is
6 caused by the actions or inactions of legislative,
7 judicial or regulatory agencies or other proper
s authority, this Contract may be amended to comply
9 with the legal or regulatory change which caused the
10 nonperformance.
11 If a loss of Qualifying Facility status occurs due
12 to an, Uncontrollable Force and Seller fails to make
13 the changes necessary to maintain its Qualifying
14 Facility status , the Seller shall compensate 'Edison
15 for any economic detriment incurred by Edison as a
18 result of such failure.
17 16. NON-DEDICATION OF FACILITIES
18 Edison, by this Contract, does not dedicate any part of
19 its facilities involved in this Project to the public or
20 to the service provided under the Contract , and such
21 service shall cease upon termination of the Contract.
22 17. PRIORITY OF DOCUMENTS
23 If there is a conflict between this document and any
24 Appendix, the provisions of this document shall govern.
25 Each Party shall notify the other immediately upon the
26 determination of the existence of any such conflict.
Document No. 1774C -53-
SCE 2715 111B3
1 18. NOTICES AND CORRESPONDENCE
2 All notices and correspondence pertaining to this
3 Contract shall be in writing and shall be sufficient if
4 delivered in person or sent by certified mail , postage
5 prepaid, return receipt requested , to Seller as specified
6 in Section 1 .1 , or to Edison as follows:
7 Southern California Edison Company
Post Office Box 800
8 Rosemead, California 91770
Attention: Secretary
9
All notices sent pursuant to this Section 18 shall be
10
effective when received, and each Party shall be entitled
11
to specify as its proper address any other address in the
12
United States upon written notice to the other Party.
13
19. PREVIOUS COMMUNICATIONS
14
This Contract contains the entire agreement and
15
understanding between the Parties , their agents , and
16
employees as to the subject matter of this contract, and
17
merges and supersedes all prior agreements , commitments,
18
representations, and discussions between the Parties . No
19
Party shall be bound to any other obligations , conditions ,
20
or representations with respect to the subject matter of
21
this Contract.
22
20. NON-WAIVER
23
None of the provisions of the Contract shall be considered
24
waived by either Party except when such waiver is given
25
in writing. The failure of either Edison or Seller to
26
insist on any one or more instances upon strict
Document No. 1774C -54-
DCE 27 1511183
I performance of any of the provisions of the Contract or
2 to take advantage of any of its rights hereunder shall
3 not be construed as a waiver of any such provisions or the
4 relinquishment of any such rights for the future, but the
5 same shall continue to remain in full force and effect.
6 21. DISPUTES
7 21 . 1 Any dispute arising between the Parties relating to
8 interpretation of the provisions of this Contract or
9 to performance of the Parties hereunder, other than
10 matters which may not be settled without the consent
11 of an involved insurance company, shall be reduced
12 to writing stating the complaint and proposed
13 solution and submitted to Edison 's manager of the
14 area wherein the Generating Facility is located as
15 specified in Section 1 .3 , whose interpretation and
16 decision thereon shall be incorporated into a
17 written document which shall specify Edison ' s
18 position and that it is the final decision of such
19 manager. A copy of such document shall be furnished
20 to Seller within ten days following the receipt of
21 Seller' s written complaint.
22 21 . 2 The decision of such manager pursuant to
23 Section 21 . 1 shall be final and conclusive from the
24 date of receipt of such copy by the complaining
25 Party, unless , within thirty days Seller furnishes a
26 written appeal to such manager. Following receipt
�DoGcument No. 1774C -55-
F 27 15 11183
I of such appeal , a joint hearing shall be held within
2 fifteen days of said appeal, at which time the
3 Parties shall each be afforded an opportunity to
4 present evidence in support of their respectvie
5 positions . Such joint hearing shall be conducted by
6 one authorized representative of Seller and one
7 authorized representative of Edison and other
e necessary persons. Pending final decision of a
9 dispute hereunder, the Parties shall proceed
10 diligently with the performance of their obligations
11 under this Contract and in accordance with Edison 's
12 position pursuant to Section 21 . 1 .
13 21 .3 The final decision by the Parties ' authorized
14 representatives shall be made within fifteen days
15 after presentation of all evidence affecting the
16 dispute, and shall he reduced to writing. The
17 decision shall be final and conclusive.
18 21. 4 If the authorized representatives cannot reach a
19 final decision within the fifteen-day period, any
20 remedies which are provided by law may be pursued.
21 22. SUCCESSORS AND ASSIGNS
22 Neither Party shall voluntarily assign its rights nor
23 delegate its duties under this Contract , or any part of
24 such rights or duties , without the written consent of the
25 other Party, except in connection with the sale or merger
26 of a substantial portion of its properties. Any such
Document No. 1774C -SF_
,-CE 27-1511183
1 assignment or delegation made without such written
2 consent shall be null and void . Consent for assignment
3 shall not be withheld unreasonably. Such assignment
4 shall include, unless otherwise specified therein, all of
5 Seller's rights to any refunds which might become due
6 under this Contract.
7 23. EFFECT OF SECTION HEADINGS
8 Section headings appearing in this Agreement are inserted
9 for convenience only, and shall not be construed as
10 interpretations of text.
11 24. GOVERNING LAW
12 This Contract shall be interpreted, governed, and
13 construed under the laws of the State of California as if
14 executed and to be performed wholly within the State of
15 California.
16
17
18
19
20
21
22
23
24
25
26
Document No. 1774C _57_
SCE 27 15 11183
1 25. MULTIPLE ORIGINALS
2 This Contract is executed in two counterparts , each of
3 which shall be deemed an original.
4 SIGNATURES
5 IN WITNESS WHEREOF, the Parties hereto have executed this
6 Contract this �� of C 'y , l9aT
7
8
9
SOUTHERrCALIFORNIA E ISON COMPANY
10By ®/"�.
12
Name 5\
13 \v
- / e, , •,: Title Pry cr G'
14
15
16 C1 1 h' v ' r5''
17 (Seller)
18
19 �\` � By
V
20 r Name
NIORMAN R. KING
21 \ Title CITY MANAGER
22
23 APPROVED BY THE CITY COUNCIL
24 BY-RE-S. NO. -7( APR 4 1994
25
26
Document No. 1774C -58-
Sf-E 27.15 11183
1 APPENDIX A. 3
2 INTERCONNECTION FACILITIES - SELLER OWNED AND OPERATED FACILITY
3 A. 3. 1 Seller shall design, purchase, construct, operate
4 and maintain Seller owned Interconnection Facilities
5 at its sole expense. Edison shall have the right to
6 review the design as to the adequacy of the
7 Protective Apparatus provided. Any additions or
8 modifications required by Edison shall be
9 incorporated by Seller.
10 A.3 . 2 Notwithstanding the provisions of Section 15 , Seller ,
11 having elected to own, operate, and maintain the
12 Interconnection Facilities , shall accept all
13 liability and release Edison from and indemnify
14 Edison against any liability for faults or damage to
15 Seller ' s Interconnection Facility, the Edison
16 electric system and the public as a result of the
17 operation of Seller 's project.
18 A. 3 . 3 Edison shall have the right to observe the
19 construction of the Interconnection Facilities , and
20 inspect said facilities after construction is
21 completed at the Seller 's expense.
22 A.3 . 4 ( If applicable ) Facilities which are deemed necessary
23 by Edison for the proper and safe operation of the
24
Interconnection Facilities and which Seller desires
25 Edison to own and operate at Seller 's expense shall
26
be provided as appendant
Document No. 1774C A. 3-1
D- 2➢15 11183
1 facilities . Edison shall own, operate and maintain
2 any necessary appendant facilities which may be
3 installed in connection with the Interconnection
4 Facilities at Seller ' s expense. Edison may, as it
5 deems necessary, modify the aforementioned
6 facilities at Seller 's expense.
7 A.3 . 5 For the appendant facilities , Seller elects (check
8 one) -
9 X Option I : Edison shall install , own, operate
10 and maintain the appendant facilities and Seller
11 shall pay to Edison the total estimated cost for the
12 appendant facilities prior to the start of
13 construction of the appendant facilities .
14 Option II : Seller shall install at Seller 's
15 expense its portion of the appendant facilities in
16 accordance with Rule 21 . Within 30 days after
17 installation is complete, Seller shall transfer
1e ownership of the appendant facilities to Edison in a
19 manner acceptable to Edison.
20 A. 3 . 6 Maintenance of facilities referred to in Section
21 A. 3 . 4 shall be paid by Seller pursuant to the
22 attached Application and Contract for
23 Interconnection Facilities Plus Operation and
24 Maintenance.
25
26
Document No. 1774C A. 3-2
25CE 27-1511183
1 A. 3 . 7 To the extent that Edison deems it necessary to
2 effect the arrangements contemplated by this
3 Agreement , Edison may , from time to time, request
4 the Seller to design, install, operate, maintain,
5 modify, replace, repair or remove any or all of the
6 Interconnection Facility. Such equipment and/or
7 Protective Apparatus shall be treated as
6 Interconnection Facilities and added to the
9 Interconnection Facilities Contract by amendment
10 pursuant to Section A. 3 . 4 .
11 A. 3 . 8 Edison shall have the right to review any changes
12 in the design of the Interconnection Facilities and
13 recommend modification (s ) to the design as it deems
14 necessary for proper and safe operation of the
15 Project when in parallel with the Edison electric
16 system.
17 A.3 .9 If Seller does not agree to modifications in this
18 Appendix, the differences between the Parties shall
1e be resolved pursuant to Part I , Section 18.
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21
22
23
24
25
26
Document No. 1774C A. 3-3
SCE 27 15 11183
1 APPLICATION AND CONTRACT FOR INTERCONNECTION FACILITIES
2 PLUS OPERATION AND MAINTENANCE
3 The undersigned Seller hereby requests the Southern
4 California Edison Company (Edison ) to provide the appendant
5 facilities described on the last page hereof and by this
6 reference herein incorporated, hereinafter called
7 "Interconnection Facilities. " Interconnection Facilities as
a defined and used herein are a group of Added Facilities which
g have been designated as Interconnection Facilities , to
0 accommodate negotiation and preparation of contracts for
y1 parallel generation projects . Interconnection Facilities , as
12 are Added Facilities , shall be provided in accordance with the
13 applicable Tariff Schedules of Edison. Such Interconnection
14 Facilities are to be owned , operated and maintained by Edison .
15 In consideration of Edison 's acceptance of this
16 application, Seller hereby agrees to the following:
17 1 . If Seller elects Option I in Section A. 3 . 5, Seller shall
16 pay to Edison, prior to the start of construction of the
19 Interconnection Facilities , the total estimated costs for
20 the Interconnection Facility as determined by Edison and
21 entered on the last page hereof . In the event Seller
22 abandons its plans for installation of such Interconnection
23 Facility, for any reason whatsoever, including failure to
24 obtain any required permits , Seller shall reimburse Edison
25 upon receipt of supporting documentation for any and all
26 expenses incurred by Edison
Document No. 1774C -1- Attachment to Appendix A.3
DCE 21.15 11183
0
1 pursuant to this agreement within thirty ( 30 ) days after
2 presentation of a bill.
3 2. If Seller elects Option II in Section A.3 . 5, Edison shall
4 have the right to observe the construction of the
5 Interconnection Facilities and inspect and test said
6 facilities after construction is completed at the Seller 's
7 expense.
8 3 . The parties also understand and agree that due to equipment
9 acquisition lead time and construction time requirements ,
10 Edison requires a minimum of 12 months from the time of
11 authorization to construct the aforementioned
12 Interconnection Facility and place it in operation. Edison
13 shall have no obligation to Seller with regard to any
14 target date established by Seller which is less than
15 eighteen ( 18 ) months from the date this application is
16 executed. However, Edison shall exercise its best effort
17 to meet Seller 's projected operational date.
18 4 . Seller shall pay a monthly charge for the Interconnection
19 Facilities ' operation and maintenance in the amount of
20 0 . 9% of the added equipment investment as determined by
21 Edison and as entered by Edison on the last page hereof .
22 The monthly charge shall be adjusted periodically in
23 accordance with the pro-rata operation and maintenance
24 charges for added facilities pursuant to Rule No. 2.H.2 . f .
25 The monthly charge may be based upon estimated costs of
26 the Interconnection Facilities and when the recorded book
Document No. 1774C -2- Attachment to Appendix A. 3
SM 27-15 11183
1 cost of the Interconnection Facilities has been determined
2 by Edison, the charges shall be adjusted retroactively to
3 the date when service is first rendered by means of such
4 Interconnection Facilities . Additional charges resulting
5 from such adjustment shall , unless other terms are mutually
6 agreed upon, be payable within thirty ( 30) days from the
7 date of presentation of a bill therefor. Any credits
8 resulting from such adjustment will, unless other terms
9 are mutually agreed upon, be refunded upon demand of
10 Seller.
11 5. Whenever a change is made in the Interconnection Facilities
12 which results in changes in the added equipment investment,
13 the monthly charge will be adjusted on the basis of the
14 revised added equipment investment . The cost of such
15 change shall be payable by Seller within sixty ( 60 ) days
16 from the date of presentation of a bill thereof . The
17 description of the Interconnection Facilities will be
18 amended by Edison on the last page hereof to reflect any
19 changes in equipment , installation and removal cost, amount
20 of added equipment investment , and monthly charge resulting
21 from any such change in the Interconnection Facilities or
22 adjustment as aforesaid.
23 6 . The monthly charges payable hereunder shall commence upon
24 the date when said Interconnection Facilities are available
25 for use but not before service is first established and
26 rendered through Edison ' s normal facilities and shall first
Document No. 1774C -3- Attachment to Appendix A. 3
DCE 27 15 11183
1 be payable when Edison shall submit the first energy bill
2 after such date and shall continue until the abandonment
3 of such Interconnection Facilities by Seller, subject to
4 the provisions of Paragraphs 5, and 6, hereof .
5 7 . Seller agrees to utilize said Interconnection Facilities
6 in accordance with good operating practice and to
7 reimburse Edison for damage to said Facilities occasioned
6 or caused by the Seller or any of his agents , employees or
g licensees . Failure so to exercise due diligence in the
10 utilization of said Interconnection Facilities will give
11 Edison the right to terminate this agreement.
12 8 . Edison 's performance under this Contract is subject to the
13 availability of materials required to provide the
14 Interconnection Facilities provided for herein and to all
15 applicable Tariff Schedules of Edison.
16 9. This Application and Contract for Interconnection
17 Facilities supplements the appropriate application and,
1s contract (s ) for electric service presently in effect
19 between Seller and Edison.
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25
26
Document No. 1774C -4- Attachment to Appendix A. 3
,—CE 27151ve3
1 10 . This Contract shall at all times be subject to such
2 changes or modifications by the Public Utilities
3 Commission of the State of California as said Commission
4 may, from time to time, direct in the exercise of its
5 jurisdiction.
6
CITY OF PAL RI SA �x�Ilt�Gg
6 DATED: APR 1904 SELLER:
9
✓:7 �
10 WITNESS •
JUDITIq EUMIrw NORMAN R. KING
11 CITY CLERIC CITY MANAGER
12 Approved and Accepted for
13 SOUTHERN CALIFORNIA EDISON COMPANY ,rF:13
14 Mail (Address ) ., "''C?
15
7
16 /
17
1e By
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20
21
22
23
24
25
26
Document No. 1774C -5- Attachment to Appendix A. 3
2 SERVICE ADDRESS: 3200 Tahguitz McCallum Way, Palm Springs
3 DATE APPLICANT DESIRES INTERCONNECTION FACILITIES
4 AVAILABLE : January 1985
5 DATE APPLICANT WILL BEGIN CONSTRUCTION OF THE GENERATING
FACILITY:
6
2nd Quarter 1984
7
8 DESCRIPTION OF INTERCONNECTION FACILITIES:
9 Underground 12 kV Extension
300 kVa Ground Bank
10 Ground Bank Enclosure
15 kV Current Transformer
11 Metering
12 TOTAL COST OF INTERCONNECTION FACILITIES* : ESTIMATED $41 ,700
13 ADDED INVESTMENT* : ESTIMATED $41 ,700
14 ADDED INVESTMENT: RECORDED BOOK COST $
15 ESTIMATED INSTALLATION AND REMOVAL COST* : $25 ,000
16 DATE SERVICE FIRST RENDERED BY MEANS OF THE
INTERCONNECTION FACILILTIES :
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18
19
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21
22
23
24
25 *Cost estimates are for information purposes only and are
not binding unless provided in writing by Edison pursuant
26 to a written request by Seller.
��DPocument No. 1774C -6- Attachment to Appendix A.3
DCE 271511183
r - aftmorn Cavan*E ny TiLIMINARY
Q.4 G Ae .) i0.e,1••_0Cr
NOTES
t: "• " indicates devices required by Edison Others are shown as
Conventional practice.
2. For device functions see Fig I.S.
0. Transformation (as required) by Edison or customer
I. Grounding transformer or ground defector (by Edison
S. Protective and synchronizing relays required if customer desires to
sane isolated bad during Edison outage N not provided at main
circuit breaker. these functions Should he provided at generator
breaker. FLIGHT /Z AfV
iiemr. 3-rwr' rAM�
IDS 74?s POS. t
3-100 ACVA
79OO—Ste/1V0✓.
MorE r
Eplor. T [Dled"
..�. _ . . . . _ .
CUSTOMER cuST011Ea
{t
zs
• i �
MOTE { 1 • .r ,
i
M
IJN�/Soo rw
/?000 If
FUT. M C/Ty p'oC1cir Ale~,~ F`/A-E
/%oLC S TA.
{E"
//0 0 lew
REV. /-/2-84JO)P
FIGURE 4.2 Typical Parallel Generstion with Customer Protection
11