32. TRANSACTION SPECIFIC TERMS AND ORAL AGREEMENTS: 

32.1 General 

32.1.1 A Confirmation shall include, at a minimum, terms of price, quantity, 

delivery points, and period of delivery. (See Exhibit C for a sample). 

Subject to the limitations in Section 32.2 (Standard Confirmation 

Provisions) and Section 32.3 (Non-Standard Confirmation Provisions), the 

Confirmation shall be made in writing by either a Documentary Writing or 

an Electronic Writing. 

32.1.2 Pursuant to the provisions of this Section 32, the Parties to a transaction 

under this Agreement may agree to modify any term of this Agreement 

(other than provisions regarding the operation of the WSPP as an 

organization including Sections 7 and 8) which applies to such transaction, 

such agreement to be stated in a Confirmation or Confirmations. 

32.2 Process For Confirming Standard Confirmation Provisions. 

32.2.1 Confirmation of Standard Confirmation Provisions For Transactions of 

Less Than One Week in Duration. 

Confirmation for Standard Confirmation Provisions applicable to 

transactions of less than one week in duration may be through: 

(i) a Documentary Writing (including a Confirmation which is not 

executed by both Parties but which is binding under Section 

32.2.3) or 

(ii) an Electronic Writing. 

Notwithstanding the foregoing sentence, with respect to a transaction of 

less than one week in duration as agreed in an Electronic Writing and that 

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is to commence within one week of that agreement, a subsequent proposed 

confirming Documentary Writing under Section 32.2.3 shall not vary the 

terms of the Electronic Writing unless the Documentary Writing is 

executed by both Parties. 

32.2.2 Standard Confirmation Provisions For Transactions of One Week or More 

in Duration. 

Written confirmation shall be required for all Standard 

Confirmation Provisions for transactions of one week or more in duration. 

Such written confirmation may be made by a Documentary Writing 

executed by both Parties or a Documentary Writing not executed by both 

Parties but which is binding under Section 32.2.3. 

32.2.3 Written Confirmation Process for Standard Confirmation Provisions. 

The Seller shall provide a proposed Documentary Writing containing the 

proposed Standard Confirmation Provisions which must be received by 

the Purchaser within five Business Days of the date of the agreement to 

the transaction. The Purchaser shall have five Business Days from date of 

receipt to accept or propose modifications to the proposed Documentary 

Writing. If the Purchaser does not respond within that time period, the 

Seller's proposed Documentary Writing shall be considered as accepted 

and shall be the final Confirmation. If the Seller fails to provide a 

proposed Documentary Writing within the five Business Days period, 

then, within the immediately subsequent five Business Days, the 

Purchaser may submit a proposed Documentary Writing to the Seller. The 

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Seller shall then have five Business Days from date ofreceipt to accept or 

propose modifications to the proposed Documentary Writing. If the Seller 

does not respond within that time period, the Purchaser's proposed 

Documentary Writing shall be considered as accepted and shall be the 

final Confirmation. 

32.3 Process for Confirming Non-Standard Confirmation Provisions. 

32.3 .I Non-Standard Confirmation Provisions for Transactions of Less Than One 

Week in Duration. Confirmation for Non-Standard Confirmation 

Provisions for a transaction of less than one week in duration only may be 

through: (i) an Electronic Writing; or (ii) in a Documentary Writing 

executed by both Parties. 

32.3.2 Non-Standard Confirmation Provisions for Transactions of One Week or 

More in Duration. Confirmation for Non-Standard Confirmation 

Provisions for transactions of one week or more only shall be through a 

Documentary Writing executed by both Parties. 

32.3.3 WSPP Agreement is a Default Agreement. 

If the Parties to a transaction (i) do not reach agreement on any proposed 

Non-Standard Confirmation Provision and (ii) do not confirm it under 

Section 32.3.1 or 32.3.2, as applicable, then the term or terms of the 

Agreement, which the Parties could not reach agreement to modify or 

change or which are not considered modified pursuant to this Section 32.3, 

shall apply to the transaction. 

32.4 Prior Discussions And Statements 

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32.4.1 A Confirmation under Section 32.2 and/or 32.3, shall, together with this 

Agreement, be an integrated contract with respect to the transaction, shall 

supersede all discussions and negotiations with respect thereto, and are 

intended by the Parties as a final expression of their agreement with 

respect to such terms as are included therein and may not be contradicted 

by evidence of any prior agreement unless there is clear and convincing 

evidence of a mutual mistake in the Confirmation. 

32.4.2 Notwithstanding any provision in this Agreement (including Sections 

32.3.2 and 32.4.1), until the Confirmation has become final in accordance 

with Sections 32.2 and/or 32.3 for a transaction, any oral agreement or 

electronic communication establishing agreement of the Parties relating to 

such transaction shall remain valid and binding. 

32.5 The Parties agree not to contest, or assert any defense with respect to, the validity 

or enforceability of any agreement to the terms concerning a specific transaction, 

on the basis that documentation of such terms fails to comply with the 

requirements of any statute that agreements be written or signed. Each Party 

consents to the recording by the other Party, without any further notice, of 

telephone conversations between representatives of the Parties, which contain 

agreements to or discussion concerning the terms of a specific transaction. All 

such recordings may be introduced and admitted into evidence for the purpose of 

proving agreements to terms, and any objection to such introduction or admission 

for such purpose is hereby expressly waived. 

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32.6 In the event of a conflict between a binding and effective Confirmation and this 

Agreement, the Confirmation shall govern. 

32.7 The Seller shall not be required to file any Confirmation with PERC except as 

provided in the Service Schedules. 

32.8 Other Products and Service Levels: The Parties may apply this Agreement and 

make a Confirmation with respect to a product/service level defined under any 

other document or form of agreement (e.g., the California ISO tariff, the ERCOT 

agreement or the EEl agreement). The confirmation process set forth in Section 

32.3 shall apply to any such Confirmation. Unless the Parties expressly state and 

agree that all the terms and conditions of such other agreement will apply to any 

such transaction consistent with Section 32.3, the transaction shall be subject to 

all the terms of this Agreement, except that ( 1) all service level/product 

definitions, (2) force majeure/uncontrollable force definitions, and (3) other terms 

as mutually agreed shall have the meaning ascribed to them in the different 

agreement or in the applicable Confirmation. 

32.9 Reserved. 

32.10 The Parties may agree to modify terms of this Agreement for more than one 

transaction pursuant to a separate written agreement (a "master confirmation 

agreement"), which agreement shall be considered part of each Confirmation 

between the Patiies and shall apply to all transactions entered into between the 

two Patiies unless the Patiies specifically agree to override such changes for a 

particular transaction consistent with the procedure in Section 32.2 or 32.3, 

whichever is applicable. 

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Economy Energy Service: Non-firm energy transaction whereby the Seller has agreed to 

sell or exchange and the Purchaser has agreed to buy or exchange energy that is 

subject to immediate interruption upon notification, in accordance with the 

Agreement, including Service Schedule A, and any applicable Confirmation.· 

Electric Utility: An entity or lawful association which (i) is a public utility, Independent 

Power Producer, or Power Marketer regulated under applicable state law or the 

Federal Power Act, or (ii) is exempted from such regulation under the Federal 

Power Act because it is the United States, a State or any political subdivision 

thereof or an agency of any of the foregoing, or a Rural Utilities Service 

cooperative, or (iii) is a public utility, Independent Power Producer, or :'ower 

Marketer located in Canada or Mexico that is similarly regulated. 

Electronic Writing: 

(1) Recorded oral conversation; or 

(2) electronic communications, including but not limited to e-mail, if the 

Parties to the transaction use such method to create an electronic writing 

for the Confirmation for such transaction and, except with respect to email, specifically agree to the method of electronic communication. 

Electronic Writings shall not include the transmittal of a copy of a 

document by electronic means, which is considered a Documentary 

Writing. 

ERCOT: Electric Reliability Council of Texas, Inc., and any successor organization. 

Event ofDefault: As defined in Section 22.1 ofthis Agreement. 

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