Exhibit 10(U)
[Contract to be entered into between the WSCC and each FERC-jurisdictional
Transmission Operator within the WSCC to implement the RMS]
RELIABILITY MANAGEMENT SYSTEM AGREEMENT
by and between
WESTERN SYSTEMS COORDINATING COUNCIL
and
_______________________________
THIS RELIABILITY MANAGEMENT SYSTEM AGREEMENT
(the "Agreement") is entered into this ____ day of _____________, 1999, by and
between the Western Systems Coordinating Council, Inc. (the "WSCC"), and
_______________________________________ (the "Transmission Operator"). The
Transmission Operator enters into this Agreement (i) in its capacity as an
operator of a Control Area and/or as an operator of transmission facilities and
(ii) with respect to any generation which it Controls (as defined below).
WHEREAS, there is a need to maintain the reliability of the
interconnected electric systems encompassed by the WSCC in a restructured and
competitive electric utility industry;
WHEREAS, with the transition of the electric industry to a
more competitive structure, it is desirable to have a uniform set of electric
system operating rules within the Western Interconnection, applicable in a fair,
comparable and non-discriminatory manner, with which all market participants
comply; and
WHEREAS, the members of the WSCC, including the Transmission
Operator, have determined that a contractual Reliability Management System
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based upon a set of mutual agreements between the WSCC and its Members provides
a reasonable, currently available means of maintaining such reliability.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein, the agreements between other transmission operators and the
WSCC, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the WSCC and the Transmission Operator agree as
follows:
1.PURPOSE OF AGREEMENT
The purpose of this Agreement is to maintain the reliable operation of the
Western Interconnection through the Transmission Operator's commitment to comply
with certain reliability standards and, to the extent provided in this
Agreement, to cause Generators to enter into commitments to comply with those
standards.
2.DEFINITIONS
In addition to terms defined in the beginning of this Agreement and in the
Recitals and Appendices hereto, for purposes of this Agreement the following
terms shall have the meanings set forth beside them below.
Control or Controlled, when used in this Agreement to refer to
generation facilities, means that a person has the right (whether
through ownership, by contract, or otherwise) to cause the generation
facilities to comply with the criteria applicable to generators
contained in Annex A of the WSCC Reliability Criteria Agreement (other
than as a result of entering into new or amended interconnection
agreements in accordance with Section 5 of this Agreement); provided
however, that a person shall not be deemed to Control a third party's
generation facilities solely on the basis of providing control area
services to the third party.
Control Area means an electric system or systems, bounded by
interconnection metering and telemetry, capable of controlling
generation to maintain its interchange schedule with other Control
Areas and contributing to frequency regulation of the Western
Interconnection.
FERC means the Federal Energy Regulatory Commission or a successor
agency.
Generator means any entity (i) that Controls generating facilities
interconnected with the transmission system of a Participating
Transmission Operator or located within the Control Area of a
Participating Transmission Operator, and (ii) that is a party to an
interconnection agreement or is
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responsible for obtaining an interconnection agreement with a
Participating Transmission Operator.
Member means any party to the WSCC Agreement.
NERC means the North American Electric Reliability Council or any
successor entity.
Other RMS Agreement means an agreement between the WSCC and an
operator (other than the Transmission Operator) of a Control Area or
transmission facilities requiring such operator to comply with the
reliability criteria contained in the WSCC Reliability Criteria
Agreement. Participating Transmission Operator means the Transmission
Operator and any other transmission operator that has entered into an
Other RMS Agreement.
Party means either the WSCC or the Transmission Operator and Parties
means both of the WSCC and the Transmission Operator.
Reliability Management System or RMS means the contractual reliability
management program implemented through this Agreement and through each
of the Other RMS Agreements.
Western Interconnection means the area comprising those states and
provinces, or portions thereof, in Western Canada, Northern Mexico and
the Western United States in which Members of the WSCC operate
synchronously connected transmission systems.
Working Day means Monday through Friday except for recognized legal
holidays in the state or province in which any notice is received
pursuant to Section 10.
WSCC means the Western Systems Coordinating Council or a successor
entity.
WSCC Agreement means the Western Systems Coordinating Council
Agreement dated March 20, 1967, as such may be amended from time to
time.
WSCC Reliability Criteria Agreement means the Western Systems
Coordinating Council Reliability Criteria Agreement dated ___________,
1999 among the WSCC and certain of its member transmission operators,
as such may be amended from time to time.
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WSCC Staff means those employees of the WSCC, including personnel hired
by the WSCC on a contract basis, designated as responsible for the
administration of the RMS.
WSCC Table 2 means the table maintained by the WSCC identifying those
transfer paths monitored by the WSCC security coordinators. As of the
date set out therein, the transmission paths identified in Table 2 are
as listed in Attachment 1 of the WSCC Reliability Criteria Agreement.
3. TERM AND TERMINATION
3.1 Term. This Agreement shall become effective on the later of:
(a) thirty (30) days after the date of issuance of a final FERC order
accepting this Agreement for filing without requiring any changes
to this Agreement unacceptable to either Party; or
(b) thirty (30) days after the date of issuance of a final FERC order
accepting the WSCC Reliability Criteria Agreement for filing
without requiring any changes to the WSCC Reliability Criteria
Agreement unacceptable to either Party.
Changes required by FERC to this Agreement or to the WSCC Reliability
Criteria Agreement shall be deemed unacceptable to a Party only if that
Party provides notice to the other Party, within fifteen (15) days of
issuance of the applicable FERC order, that such order is unacceptable,
provided that if any other party to an Other RMS Agreement or the WSCC
-------- ----
Reliability Criteria Agreement gives notice within the fifteen (15) day
period to the WSCC that FERC-ordered changes to its Other RMS Agreement
or to the WSCC Reliability Criteria Agreement are unacceptable, the
WSCC shall promptly notify the Transmission Operator of such notice and
in such case the Transmission Operator shall have until twenty-five
(25) days after issuance of the applicable FERC order to give notice
that such order is unacceptable.
3.2 Termination by the Transmission Operator.
(a) The Transmission Operator may terminate this Agreement:
(i) in the case of any amendment to the WSCC Reliability
Criteria Agreement which would cause the Transmission
Operator to comply with revised or new reliability criteria
which would adversely affect the Transmission Operator, on
fifteen (15) days' written notice to the WSCC, provided that
-------- ----
the notice of
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termination is given within forty-five (45) days of the date
of issuance of a FERC order accepting such amendment for
filing, provided further that the forty-five (45) day period
----------------
within which notice of termination is required may be extended
by the Transmission Operator for an additional forty-five (45)
days if the Transmission Operator gives written notice to WSCC
of such requested extension within the initial forty-five (45)
day period; or
(ii) on thirty (30) days' written notice to the WSCC at such time
that the Transmission Operator no longer operates a Control
Area within the Western Interconnection or a transmission path
in the WSCC Table 2; or
(iii) on thirty (30) days' written notice to the WSCC if a
transmission path operated by the Transmission Operator is
added to WSCC Table 2 without the Transmission Operator's
consent subsequent to the date of this Agreement, provided
that such notice is given by the Transmission Operator to the
WSCC within forty-five (45) days of notice to the Transmission
Operator by the WSCC of the addition of such path to WSCC
Table 2; or
(iv) for any reason on one year's written notice to the WSCC.
(b) For purposes of Section 3.2(a)(i), any change in the rating of a
transmission path included in WSCC Table 2 shall not constitute an
amendment to the WSCC Reliability Criteria Agreement or new or revise
criteria.
3.3 Termination by the WSCC. The WSCC may terminate this Agreement for any
reason on one year's written notice to the Transmission Operator.
3.4 Termination by Mutual Agreement. This Agreement may be terminated at any
time by mutual agreement of the Parties.
3.5 Termination of the WSCC Reliability Criteria Agreement. This Agreement
shall terminate upon termination of the WSCC Reliability Criteria
Agreement.
3.6 Notice to FERC. A terminating Party shall notify FERC if this Agreement is
to terminate pursuant to this Section 3. Such termination shall be
effective in accordance with the terms of this Agreement without further
action by FERC.
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3.7 Suspension. This Agreement and the obligations hereunder shall be suspended
at any time that the WSCC Reliability Criteria Agreement is suspended;
provided, however, that any such suspension shall be effective only for
such period as the WSCC Reliability Criteria Agreement is suspended, and
any such suspension shall terminate, and this Agreement and the obligations
hereunder shall become effective, immediately upon notice to the
Transmission Operator by the WSCC of the termination of suspension of such
agreement.
4. COMPLIANCE WITH AND AMENDMENT OF WSCC
RELIABILITY CRITERIA
4.1 Compliance with Reliability Criteria. The Transmission Operator agrees to
comply with the requirements of the WSCC Reliability Criteria Agreement
including the applicable WSCC reliability criteria contained in Section III
and Section IV to Annex A thereof, and, in the event of failure to comply,
agrees to be subject to the sanctions applicable to such failure. The
Transmission Operator shall comply with such reliability criteria: (i) in
its capacity as an operator of a Control Area and/or as an operator of
transmission facilities; and (ii) with respect to generation which it
Controls.
4.2 Amendment of WSCC Reliability Criteria Agreement. All amendments to the
WSCC Reliability Criteria Agreement shall be pursuant to Section 13 of the
WSCC Reliability Criteria Agreement. Until this Agreement is terminated
pursuant to Section 3, the Transmission Operator shall be subject to the
WSCC Reliability Criteria Agreement, as modified pursuant to Section 13 of
the WSCC Reliability Criteria Agreement, regardless of Transmission
Operator's support for or challenge to any such modification.
5. INTERCONNECTION AGREEMENTS
5.1 New Interconnection Agreements. The Transmission Operator agrees, except
where precluded by law, to include in any new interconnection agreement that is
executed by the Transmission Operator after the effective date of this Agreement
with a Generator that Controls generating facilities located within the
Transmission Operator's Control Area or interconnected directly with the
Transmission Operator's transmission system provisions in the form of Appendix A
or such other form as may be convenient provided that, except as permitted in
Section 5.7, such form binds the Generator to all of the obligations and
agreements set out in Section 2 of Appendix A.
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5.2 Existing Interconnection Agreements.
(a) With respect to a Generator that has an interconnection agreement with
the Transmission Operator that is in effect prior to the effective
date of this Agreement, the Transmission Operator agrees, to the
extent permitted under its existing interconnection agreement or where
it otherwise has the legal right to do so, to enter into either: (i)
an amendment to such existing interconnection agreement in the form
set forth in Appendix A to this Agreement; (ii) a separate agreement
with such Generator in the form set forth in Appendix B to this
Agreement or (iii) such other amendment or agreement as may be
convenient provided that such amendment or agreement, except as
permitted in Section 5.7, binds the Generator to all of the
obligations and agreements set out in Section 2 of Appendix A or in
Sections 3, 4, 5 and 6 of Appendix B. If the Transmission Operator is
unable to reach a negotiated agreement with the Generator pursuant to
this subsection and if such interconnection agreement permits the
Transmission Operator to file unilaterally an amendment to such
agreement pursuant to the just and reasonable standard of Section 205
of the Federal Power Act, the Transmission Operator shall file with
FERC an amendment to such agreement, except as permitted in Section
5.7, in the form of Appendix A to this Agreement (or such other
amendment as may be convenient provided that such amendment, except as
permitted in Section 5.7, binds the Generator to all of the
obligations and agreements set out in Section 2 of Appendix A or in
Sections 3, 4, 5 and 6 of Appendix B).
(b) With respect to a Generator for which the Transmission Operator does
not have contractual or legal authority to file unilaterally with FERC
such an amendment or separate agreement, the Transmission Operator
agrees to undertake a good faith effort to enter into an amendment or
separate agreement in the respective forms set forth in Appendix A or
B to this Agreement or such other form as may be convenient provided
that such form, except as permitted in Section 5.7, binds the
Generator to all of the obligations and agreements set out in Section
2 of Appendix A or in Sections 3, 4, 5 and 6 of Appendix B. Good faith
may be demonstrated by a written request to the Generator and
documentation of the Generator's response.
5.3 Generators Without Interconnection Agreements. With respect to a generator
that Controls generating facilities located within the Transmission
Operator's Control Area that: (i) does not have an interconnection
agreement with the Transmission Operator (e.g., a generator having
---
facilities directly connected to another transmission owner within the
Transmission Operator's Control Area); and (ii) is not otherwise obligated
to comply with the WSCC
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Reliability Criteria Agreement, the Transmission Operator (if an operator
of a Control Area) agrees to undertake a good faith effort to negotiate and
execute a separate agreement with such generator in the form set forth in
Appendix B to this Agreement or such other form as may be convenient
provided that such form, except as permitted in Section 5.7, binds the
generator to all of the obligations and agreements set out in Sections 3,
4, 5 and 6 of Appendix B. Good faith may be demonstrated by a written
request to the generator and documentation of the generator's response.
5.4 Sale of Controlled Generation. In any sale or transfer of generation which
it Controls, the Transmission Operator shall require the acquiring party to
enter into an agreement requiring such transferee to comply with the
requirements of the WSCC Reliability Criteria Agreement as a Generator with
respect to the transferred generation. Such agreement shall be in the form
set forth in Appendix B to this Agreement or such other form as may be
convenient provided that such form, except as permitted by Section 5.7,
binds the transferee to all of the obligations and agreements set out in
Sections 3, 4, 5 and 6 of Appendix B.
5.5 Transfer of Control or Sale of Transmission Facilities. In any sale or
transfer of control of any transmission facilities subject to this
Agreement, the Transmission Operator shall as a condition of such sale or
transfer require the acquiring party or transferee to either assume the
obligations of the Transmission Operator pursuant to this Agreement or to
enter into an Other RMS Agreement with respect to the transferred
facilities.
5.6 Single Agreement. A Generator at its option may enter into a single
agreement with any Participating Transmission Operator binding the
Generator to comply with the requirements of the RMS with respect to all
generation the Generator Controls within the Western Interconnection. Such
agreement shall be in the form of Appendix B or such other form as may be
convenient provided that such form binds the Generator to all of the
obligations and agreements set out in Sections 3, 4, 5 and 6 of Appendix B.
Written notice by the Generator to the Transmission Operator that the
Generator has entered into and is bound by such agreement to comply with
the requirements of the RMS shall suffice to discharge the Transmission
Operator and the Generator from any obligation to enter into any separate
agreement or amendment to any existing interconnection agreement pursuant
to this Section 5.
5.7 Other Agreements. Nothing in this Agreement shall be construed as
prohibiting a Transmission Operator from imposing in any interconnection
agreement, including the agreements provided for in this Section 5, such
other reliability conditions which the Transmission Operator deems
appropriate including the requirement that the Generator comply with any
-8-
future reliability criteria adopted as part of the WSCC Reliability
Criteria Agreement.
6. SANCTIONS
6.1 Payment of Monetary Sanctions. The Transmission Operator shall be
responsible for payment to the WSCC of any monetary sanction assessed
against the Transmission Operator pursuant to this Agreement and the WSCC
Reliability Criteria Agreement. Any such payment shall be made pursuant to
the procedures specified in the WSCC Reliability Criteria Agreement.
6.2 Responsibility for Sanctions. Sanctions shall be assessed against the
Transmission Operator only for non-compliance by the Transmission Operator
with the reliability criteria contained in the WSCC Reliability Criteria
Agreement. The Transmission Operator will have the right to challenge such
assessment as specified in the WSCC Reliability Criteria Agreement.
Sanctions for non-compliance with the reliability criteria by a Generator
with whom the Transmission Operator has entered into an agreement pursuant
to Section 5 shall be assessed by the WSCC directly against the Generator,
and the Transmission Operator shall have no liability with respect to such
sanctions.
6.3 Publication. The Transmission Operator consents to the release by the WSCC
of information related to the Transmission Operator's compliance with this
Agreement only in accordance with the WSCC Reliability Criteria Agreement.
7. THIRD PARTIES
This Agreement creates contractual rights and obligations solely between the
Parties. Nothing in this Agreement shall create between the Parties: (1) any
obligation or liability whatsoever (other than as expressly provided in this
Agreement), or (2) any duty or standard of care whatsoever. In addition, nothing
in this Agreement shall create any duty, liability, or standard of care
whatsoever as to any third party. No third party shall have any rights
whatsoever with respect to enforcement of any provision of this Agreement.
8. REMEDIES.
Each Party shall be entitled to seek specific performance of this Agreement
including the payment of sanctions determined in accordance with this Agreement
-9-
and the Reliability Criteria Agreement. Specific performance shall be the sole
remedy available to either Party pursuant to this Agreement and the WSCC
Reliability Criteria Agreement unless the WSCC Reliability Criteria Agreement
specifically provides otherwise. In particular, neither Party shall be liable
pursuant to this Agreement to the other Party for damages of any kind whatsoever
(other than the payment of sanctions, if so construed) whether direct,
compensatory, special, indirect, consequential, or punitive. No order for
specific performance of this Agreement shall (i) require a Transmission Operator
to construct or dedicate facilities for the benefit of any other person, or (ii)
impair the ability of a Transmission Operator to take such action as it deems
necessary to maintain reliable service to its customers or to fulfill its
obligations to others.
9. REGULATORY APPROVALS
This Agreement shall be filed with FERC by the Transmission Operator under
Section 205 of the Federal Power Act. In such filing, the Transmission Operator
shall request that FERC accept this Agreement for filing without modification to
become effective as of the date provided for in Section 3.1 of this Agreement.
10. NOTICES
Any notice, demand or request required or authorized by this Agreement to be
given in writing to a Party shall be delivered by hand, courier or overnight
delivery service, mailed by certified mail (return receipt requested) postage
prepaid, faxed, or delivered by mutually agreed electronic means to such Party
at the following address:
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WSCC: Executive Director
Western Systems Coordinating Council
University of Utah Research Park
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000-0000
Fax: 000-000-0000
_______: _____________________________
_____________________________
_____________________________
Fax: _____________
The designation of such person and/or address may be changed at any time by
either Party upon receipt by the other of written notice. Such a notice served
by mail shall be effective upon receipt. Notice transmitted by facsimile shall
be effective upon receipt if received prior to 5:00 p.m. on a Working Day, and
if not received prior to 5:00 p.m. on a Working Day, receipt shall be effective
on the next Working Day.
11. APPLICABILITY
This Agreement (including all appendices hereto and, by reference, the WSCC
Reliability Criteria Agreement) constitutes the entire understanding between the
Parties hereto with respect to the subject matter hereof, supersedes any and all
previous understandings between the Parties with respect to the subject matter
hereof, and binds and inures to the benefit of the Parties and their successors.
12. AMENDMENT
No amendment of all or any part of this Agreement shall be valid unless it is
reduced to writing and signed by both Parties hereto. The terms and conditions
herein specified shall remain in effect throughout the term and shall not be
subject to change through application to FERC or other governmental body or
authority, absent the agreement of the Parties.
-11-
13. INTERPRETATION
Article and section headings are for convenience only and shall not affect the
interpretation of this Agreement. References to articles, sections and
appendices are, unless the context otherwise requires, references to articles,
sections and appendices of this Agreement.
14. ASSIGNMENT
This Agreement may not be assigned by either Party, except that the Transmission
Operator, upon notice to the WSCC and subject to any necessary FERC approval,
may assign: (i) this Agreement to any entity acquiring all or substantially all
of the Transmission Operator's transmission assets (including an acquisition by
merger or consolidation and whether to an affiliate or an unaffiliated party);
(ii) the obligations of the Transmission Operator pursuant to this Agreement to
a transferee with respect to any obligations assumed by the transferee by virtue
of Section 5.5 of this Agreement; or (iii) to an independent system operator
those obligations of the Transmission Operator pursuant to this Agreement which
are assumed by the independent system operator.
15. COUNTERPARTS
This Agreement may be executed in counterparts and each shall have the same
force and effect as an original.
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IN WITNESS WHEREOF, the WSCC and the Transmission Operator have each
caused this Reliability Management System Agreement to be executed by their
respective duly authorized officers as of the date first above written.
WESTERN SYSTEMS COORDINATING COUNCIL
By: _________________________________
Name:
Title:
______________________________________________________
By: _________________________________
Name:
Title:
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APPENDIX A
EXISTING INTERCONNECTION AGREEMENT AMENDMENT AND
LANGUAGE FOR INCLUSION IN NEW INTERCONNECTION
AGREEMENTS
1. Definitions:
Add the following definitions to Section __:
_.__ Member: Any party to the WSCC Agreement.
_.__ Reliability Management System or RMS: The contractual reliability
management program implemented through the WSCC Reliability
Criteria Agreement, Section 2 of this Agreement, and any similar
contractual arrangement.
_.__ Western Interconnection: The area comprising those states and
provinces, or portions thereof, in Western Canada, Northern
Mexico and the Western United States in which Members of the WSCC
operate synchronously connected transmission systems.
_.__ WSCC: The Western Systems Coordinating Council or any successor
entity.
_.__ WSCC Agreement: The Western Systems Coordinating Council
Agreement dated March 20, 1967, as such may be amended from time
to time.
_.__ WSCC Reliability Criteria Agreement: The Western Systems
Coordinating Council Reliability Criteria Agreement dated
___________, 1999 among the WSCC and certain of its member
transmission operators, as such may be amended from time to time.
_.__ WSCC Staff: Those employees of the WSCC, including personnel
hired by the WSCC on a contract basis, designated as responsible
for the administration of the RMS.
2. Add new Section [2] to agreement:
A-1
2 Reliability Management System
2.1 Purpose: In order to maintain the reliable operation of the
transmission grid, the WSCC Reliability Criteria Agreement sets forth
reliability criteria adopted by the WSCC to which [Generator] and [Transmission
Operator] shall be required to comply.
2.2 Compliance: [Generator] shall comply with the requirements of the
WSCC Reliability Criteria Agreement, including the applicable WSCC reliability
criteria set forth in Section IV of Annex A thereof, and, in the event of
failure to comply, agrees to be subject to the sanctions applicable to such
failure. Such sanctions shall be assessed pursuant to the procedures contained
in the WSCC Reliability Criteria Agreement. Each and all of the provisions of
the WSCC Reliability Criteria Agreement are hereby incorporated by reference
into this Section 2 as though set forth fully herein, and [Generator] shall for
all purposes be considered a Participant, and shall be entitled to all of the
rights and privileges and be subject to all of the obligations of a Participant,
under and in connection with the WSCC Reliability Criteria Agreement, including
but not limited to the rights, privileges and obligations set forth in Sections
5, 6 and 10 of the WSCC Reliability Criteria Agreement.
2.3 Payment of Sanctions: [Generator] shall be responsible for payment
of any monetary sanction assessed against [Generator] by WSCC pursuant to the
WSCC Reliability Criteria Agreement. Any such payment shall be made pursuant to
the procedures specified in the WSCC Reliability Criteria Agreement.
2.4 Transfer of Control or Sale of Generation Facilities. In any sale
or transfer of control of any generation facilities subject to this Agreement,
[Generator] shall as a condition of such sale or transfer require the acquiring
party or transferee with respect to the transferred facilities either to assume
the obligations of the [Generator] with respect to this Agreement or to enter
into an agreement with the Transmission Operator imposing on the acquiring party
or transferee the same obligations applicable to [Generator] pursuant to this
Section 2.
2.5 Publication: The [Generator] consents to the release by the WSCC of
information related to the [Generator]'s compliance with this Agreement only in
accordance with the WSCC Reliability Criteria Agreement..
2.6 Third Parties. Except for the rights and obligations between the
WSCC and [Generator] specified in this Section 2, this Agreement creates
contractual rights and obligations solely between the Parties. Nothing in this
Agreement shall create, as between the Parties or with respect to the WSCC: (1)
any obligation or liability whatsoever (other than as expressly provided in this
Agreement), or (2) any duty or standard of care whatsoever. In addition, nothing
in this Agreement shall create any duty, liability, or standard of care
whatsoever as to
A-2
any other party. Except for the rights, as a third-party beneficiary under this
Section 2, of the WSCC against [Generator], no third party shall have any rights
whatsoever with respect to enforcement of any provision of this Agreement.
[Transmission Operator] and [Generator] expressly intend that the WSCC is a
third-party beneficiary to this Section 2, and the WSCC shall have the right to
seek to enforce against [Generator] any provision of this Section 2, provided
--------
that specific performance shall be the sole remedy available to the WSCC
----
pursuant to Section 2 of this Agreement, and [Generator] shall not be liable to
the WSCC pursuant to this Agreement for damages of any kind whatsoever (other
than the payment of sanctions to the WSCC, if so construed), whether direct,
compensatory, special, indirect, consequential, or punitive.
2.7 Reserved Rights. Nothing in the RMS or the WSCC Reliability
Criteria Agreement shall affect the right of the Transmission Operator, subject
to any necessary regulatory approval, to take such other measures to maintain
reliability, including disconnection, which the Transmission Operator may
otherwise be entitled to take.
2.8 Severability. If one or more provisions of this Section 2 shall be
invalid, illegal or unenforceable in any respect, it shall be given effect to
the extent permitted by applicable law, and such invalidity, illegality or
unenforceability shall not affect the validity of the other provisions of this
Agreement.
2.9 Termination. The [Generator] may terminate its obligations
pursuant to this Section 2:
(a) if after the effective date of this Section 2, the
requirements of the WSCC Reliability Criteria Agreement applicable to
[Generator] are amended so as to adversely affect the [Generator], provided that
-------------
[Generator] gives fifteen (15) days' notice of such termination to the
Transmission Operator and the WSCC within forty-five (45) days of the date of
issuance of a FERC order accepting such amendment for filing, provided further
that the forty-five (45) day period within which notice of termination is
required may be extended by the [Generator] for an additional forty-five (45)
days if the [Generator] gives written notice to the Transmission Operator of
such requested extension within the initial forty-five (45) day period; or
(b) for any reason on one year's written notice to the
Transmission Operator and the WSCC.
2.10 Mutual Agreement. This Section 2 may be terminated at any time by
mutual agreement of the Transmission Operator and [Generator].
X-0
XXXXXXXX X
MODEL STAND-ALONE GENERATOR AGREEMENT
[Contract to be entered into between the Transmission Operator and a Generator]
RELIABILITY MANAGEMENT SYSTEM AGREEMENT
by and between
[TRANSMISSION OPERATOR]
and
[GENERATOR]
THIS RELIABILITY MANAGEMENT SYSTEM AGREEMENT
(the "Agreement"), is entered into this ____ day of _____________, 1999, by and
between ________________________ (the "Transmission Operator") and
________________________ (the "Generator").
WHEREAS, there is a need to maintain the reliability of the
interconnected electric systems encompassed by the WSCC in a restructured and
competitive electric utility industry;
WHEREAS, with the transition of the electric industry to a
more competitive structure, it is desirable to have a uniform set of electric
system operating rules within the Western Interconnection, applicable in a fair,
comparable and non-discriminatory manner, with which all market participants
comply; and
B-1
WHEREAS, the members of the WSCC, including the Transmission
Operator, have determined that a contractual Reliability Management System
provides a reasonable, currently available means of maintaining such
reliability.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Transmission Operator and the
Generator agree as follows:
1. PURPOSE OF AGREEMENT
The purpose of this Agreement is to maintain the reliable operation of the
Western Interconnection through the Generator's commitment to comply with
certain reliability standards.
2. DEFINITIONS
In addition to terms defined in the beginning of this Agreement and in the
Recitals hereto, for purposes of this Agreement the following terms shall have
the meanings set forth beside them below.
Control Area means an electric system or systems, bounded by
interconnection metering and telemetry, capable of controlling
generation to maintain its interchange schedule with other Control
Areas and contributing to frequency regulation of the Western
Interconnection.
FERC means the Federal Energy Regulatory Commission or a successor
agency.
Member means any party to the WSCC Agreement.
Party means either the Generator or the Transmission Operator and
Parties means both of the Generator and the Transmission Operator.
Reliability Management System or RMS means the contractual reliability
management program implemented through the WSCC Reliability Criteria
Agreement, the WSCC RMS Agreement, this Agreement, and any similar
contractual arrangement.
Western Interconnection means the area comprising those states and
provinces, or portions thereof, in Western Canada, Northern Mexico and
the Western United States in which Members of the WSCC operate
synchronously connected transmission systems.
B-2
Working Day means Monday through Friday except for recognized legal
holidays in the state in which any notice is received pursuant to
Section 8.
WSCC means the Western Systems Coordinating Council or a successor
entity.
WSCC Agreement means the Western Systems Coordinating Council Agreement
dated March 20, 1967, as such may be amended from time to time.
WSCC Reliability Criteria Agreement means the Western Systems
Coordinating Council Reliability Criteria Agreement dated ___________,
1999 among the WSCC and certain of its member transmission operators,
as such may be amended from time to time.
WSCC RMS Agreement means an agreement between the WSCC and the
Transmission Operator requiring the Transmission Operator to comply
with the reliability criteria contained in the WSCC Reliability
Criteria Agreement.
WSCC Staff means those employees of the WSCC, including personnel hired
by the WSCC on a contract basis, designated as responsible for the
administration of the RMS.
3. TERM AND TERMINATION
3.1 Term. This Agreement shall become effective [thirty (30) days after the
date of issuance of a final FERC order accepting this Agreement for
filing without requiring any changes to this Agreement unacceptable to
either Party. Required changes to this Agreement shall be deemed
unacceptable to a Party only if that Party provides notice to the other
Party within fifteen (15) days of issuance of the applicable FERC order
that such order is unacceptable]. [Note: if the interconnection
agreement is not FERC jurisdictional, replace bracketed language with:
[on the later of: (a) the date of execution; or (b) the effective date
of the WSCC RMS Agreement.]]
3.2 Notice of Termination of WSCC RMS Agreement. The Transmission Operator
shall give the Generator notice of any notice of termination of the
WSCC RMS Agreement by the WSCC or by the Transmission Operator within
fifteen (15) days of receipt by the WSCC or the Transmission Operator
of such notice of termination.
3.3 Termination by the Generator. The Generator may terminate this
Agreement as follows:
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(a) following the termination of the WSCC RMS Agreement for any
reason by the WSCC or by the Transmission Operator, provided such
notice is provided within forty-five (45) days of the termination
of the WSCC
RMS Agreement;
(b) following the effective date of an amendment to the requirements
of the WSCC Reliability Criteria Agreement that adversely affects
the Generator, provided notice of such termination is given
within forty-five (45) days of the date of issuance of a FERC
order accepting such amendment for filing, provided further that
the forty-five (45) day period within which notice of termination
is required may be extended by the Generator for an additional
forty-five (45) days if the Generator gives written notice to the
Transmission Operator of such requested extension within the
initial forty-five (45) day period; or
(c) for any reason on one year's written notice to the Transmission
Operator and the WSCC.
3.4 Termination by the Transmission Operator. The Transmission Operator may
terminate this Agreement on thirty (30) days' written notice following
the termination of the WSCC RMS Agreement for any reason by the WSCC or
by the Transmission Operator, provided such notice is provided within
thirty (30) days of the termination of the WSCC RMS Agreement.
3.5 Mutual Agreement. This Agreement may be terminated at any time by the
mutual agreement of the Transmission Operator and the Generator.
4. COMPLIANCE WITH AND AMENDMENT OF
WSCC RELIABILITY CRITERIA
4.1 Compliance with Reliability Criteria. The Generator agrees to comply
with the requirements of the WSCC Reliability Criteria Agreement,
including the applicable WSCC reliability criteria contained in Section
IV of Annex A thereof, and, in the event of failure to comply, agrees
to be subject to the sanctions applicable to such failure. Each and all
of the provisions of the WSCC Reliability Criteria Agreement are hereby
incorporated by reference into this Agreement as though set forth fully
herein, and the Generator shall for all purposes be considered a
Participant, and shall be entitled to all of the rights and privileges
and be subject to all of the obligations of a Participant, under and in
connection with the WSCC Reliability Criteria Agreement, including but
not limited to the rights, privileges and obligations set forth in
Sections 5, 6 and 10 of the WSCC Reliability Criteria Agreement.
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4.2 Modifications to WSCC Reliability Criteria Agreement. The Transmission
Operator shall notify the Generator within fifteen (15) days of the
receipt of notice from the WSCC of the initiation of any WSCC process
to modify the WSCC Reliability Criteria Agreement. The WSCC RMS
Agreement specifies that such process shall comply with the
procedures, rules, and regulations then applicable to the WSCC for
modifications to reliability criteria.
4.3 Notice of Modifications to WSCC Reliability Criteria Agreement. If,
following the process specified in Section 4.2, any modification to
the WSCC Reliability Criteria Agreement is to take effect, the
Transmission Operator shall provide notice to the Generator at least
forty-five (45) days before such modification is scheduled to take
effect.
4.4 Effective Date. Any modification to the WSCC Reliability Criteria
Agreement shall take effect on the date specified by FERC in an order
accepting such modification for filing.
4.5 Transfer of Control or Sale of Generation Facilities. In any sale or
transfer of control of any generation facilities subject to this
Agreement, the Generator shall as a condition of such sale or transfer
require the acquiring party or transferee with respect to the
transferred facilities either to assume the obligations of the
Generator with respect to this Agreement or to enter into an agreement
with the Control Area Operator in substantially the form of this
Agreement.
5. SANCTIONS
5.1 Payment of Monetary Sanctions. The Generator shall be responsible for
payment directly to the WSCC of any monetary sanction assessed against
the Generator pursuant to this Agreement and the WSCC Reliability
Criteria Agreement. Any such payment shall be made pursuant to the
procedures specified in the WSCC Reliability Criteria Agreement.
5.2 Publication. The Generator consents to the release by the WSCC of
information related to the Generator's compliance with this Agreement
only in accordance with the WSCC Reliability Criteria Agreement.
5.3 Reserved Rights. Nothing in the RMS or the WSCC Reliability Criteria
Agreement shall affect the right of the Transmission Operator, subject
to any necessary regulatory approval, to take such other measures to
maintain reliability, including disconnection, which the Transmission
Operator may otherwise be entitled to take.
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6. THIRD PARTIES
Except for the rights and obligations between the WSCC and Generator specified
in Sections 4 and 5, this Agreement creates contractual rights and obligations
solely between the Parties. Nothing in this Agreement shall create, as between
the Parties or with respect to the WSCC: (1) any obligation or liability
whatsoever (other than as expressly provided in this Agreement), or (2) any duty
or standard of care whatsoever. In addition, nothing in this Agreement shall
create any duty, liability, or standard of care whatsoever as to any other
party. Except for the rights, as a third-party beneficiary with respect to
Sections 4 and 5, of the WSCC against Generator, no third party shall have any
rights whatsoever with respect to enforcement of any provision of this
Agreement. Transmission Operator and Generator expressly intend that the WSCC is
a third-party beneficiary to this Agreement, and the WSCC shall have the right
to seek to enforce against Generator any provisions of Sections 4 and 5,
provided that specific performance shall be the sole remedy available to the
-------------
WSCC pursuant to this Agreement, and Generator shall not be liable to the WSCC
pursuant to this Agreement for damages of any kind whatsoever (other than the
payment of sanctions to the WSCC, if so construed), whether direct,
compensatory, special, indirect, consequential, or punitive.
7. REGULATORY APPROVALS
This Agreement shall be filed with FERC by the Transmission Operator under
Section 205 of the Federal Power Act. In such filing, the Transmission Operator
shall request that FERC accept this Agreement for filing without modification to
become effective on the day after the date of a FERC order accepting this
Agreement for filing. [This section shall be omitted for agreements not subject
to FERC jurisdiction.]
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8. NOTICES
Any notice, demand or request required or authorized by this Agreement to be
given in writing to a Party shall be delivered by hand, courier or overnight
delivery service, mailed by certified mail (return receipt requested) postage
prepaid, faxed, or delivered by mutually agreed electronic means to such Party
at the following address:
_______: _____________________________
_____________________________
_____________________________
_____________________________
Fax: ____________
_______: _____________________________
_____________________________
_____________________________
_____________________________
Fax: ____________
The designation of such person and/or address may be changed at any time by
either Party upon receipt by the other of written notice. Such a notice served
by mail shall be effective upon receipt. Notice transmitted by facsimile shall
be effective upon receipt if received prior to 5:00 p.m. on a Working Day, and
if not received prior to 5:00 p.m. on a Working Day, receipt shall be effective
on the next Working Day.
9. APPLICABILITY
This Agreement (including all appendices hereto and, by reference, the WSCC
Reliability Criteria Agreement) constitutes the entire understanding between the
Parties hereto with respect to the subject matter hereof, supersedes any and all
previous understandings between the Parties with respect to the subject matter
hereof, and binds and inures to the benefit of the Parties and their successors.
10. AMENDMENT
No amendment of all or any part of this Agreement shall be valid unless it is
reduced to writing and signed by both Parties hereto. The terms and conditions
herein specified shall remain in effect throughout the term and shall not be
subject
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to change through application to the FERC or other governmental body or
authority, absent the agreement of the Parties.
11. INTERPRETATION
Interpretation and performance of this Agreement shall be in accordance with,
and shall be controlled by, the laws of the State of ______________ but without
giving effect to the provisions thereof relating to conflicts of law. Article
and section headings are for convenience only and shall not affect the
interpretation of this Agreement. References to articles, sections and
appendices are, unless the context otherwise requires, references to articles,
sections and appendices of this Agreement.
12. PROHIBITION ON ASSIGNMENT
This Agreement may not be assigned by either Party without the consent of the
other Party, which consent shall not be unreasonably withheld; provided that the
Generator may without the consent of the WSCC assign the obligations of the
Generator pursuant to this Agreement to a transferee with respect to any
obligations assumed by the transferee by virtue of Section 4.5 of this
Agreement.
13. SEVERABILITY
If one or more provisions herein shall be invalid, illegal or unenforceable in
any respect, it shall be given effect to the extent permitted by applicable law,
and such invalidity, illegality or unenforceability shall not affect the
validity of the other provisions of this Agreement.
14. COUNTERPARTS
This Agreement may be executed in counterparts and each shall have the same
force and effect as an original.
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IN WITNESS WHEREOF, the Transmission Operator and the Generator have
each caused this Reliability Management System Agreement to be executed by their
respective duly authorized officers as of the date first above written.
____________________________________________
By: _____________________________
Name:
Title:
____________________________________________
By: _____________________________
Name:
Title:
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