TRANSITIONAL POWER PURCHASE AGREEMENT
BY AND BETWEEN
SIERRA PACIFIC POWER COMPANY
AND
WPS NORTHERN NEVADA, LLC
DATED: OCTOBER 25, 2000
ASSET BUNDLE: TRACY/PINON
TABLE OF CONTENTS
Section
Page
1. DEFINITIONS
1
2. TERM
8
3. SECURITY
9
4. SUPPLY SERVICE
10
5. NOTIFICATION
14
6. PRICING OF ENERGY AND ANCILLARY SERVICES
15
7. INVOICING AND PAYMENTS
16
8. REGULATORY APPROVALS
19
9. COMPLIANCE
20
10. INDEMNIFICATION
20
11. LIMITATION OF LIABILITY
22
12. FORCE MAJEURE
22
13. DISPUTES
24
14. NATURE OF OBLIGATIONS
27
15. SUCCESSORS AND ASSIGNS
27
16. REPRESENTATIONS
28
17. DEFAULT AND REMEDIES
29
18 FACILITY ADDITIONS AND MODIFICATIONS
30
19. COORDINATION
30
20. EMERGENCY AND NONEMERGENCY CONDITION RESPONSE
30
21. OUTAGE SCHEDULING
31
22. REPORTS
32
23. COMMUNICATIONS
32
24. NOTICES
33
25. MERGER
33
26. HEADINGS
34
27. COUNTERPARTS AND INTERPRETATION
34
28. SEVERABILITY
34
29. WAIVERS
34
30. AMENDMENTS
35
31. TIME IS OF THE ESSENCE
35
32. APPROVALS
35
33. PLR SERVICE
36
34. CONFIDENTIALITY
36
35. CHOICE OF LAW
37
Exhibits
Page
EXHIBIT A ASSET BUNDLE CAPACITIES AND OPERATING PARAMETERS
A-1
EXHIBIT B PRICE FLOOR OF ENERGY, PRICE CEILING OF ENERGY, AND PRICE
OF ANCILLARY SERVICES
B-1
EXHIBIT C SUPPLIER'S MONTHLY INVOICE
C-1
EXHIBIT D BUYER'S MONTHLY INVOICE - REPLACEMENT COSTS
D-1
EXHIBIT E YEAR END TRUE-UP INVOICE
E-1
EXHIBIT F NOTICES, BILLING AND PAYMENT INSTRUCTIONS
F-1
EXHIBIT G FORM OF AVAILABILITY NOTICE
G-1
EXHIBIT H FORM OF GUARANTEE
H-1
EXHIBIT I COMPANY OBSERVED HOLIDAYS
I-1
EXHIBIT J ADJUSTMENTS TO TPPA AMOUNT
J-1
EXHIBIT K ADJUSTMENTS TO MINIMUM ANNUAL TAKE
K-1
EXHIBIT L ENERGY APPLICABLE TO MINIMUM ANNUAL TAKE
L-1
EXHIBIT M ASSET BUNDLE CONTRACTUAL AND OPERATIONAL CONSTRAINTS
M-1
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TRANSITIONAL POWER PURCHASE AGREEMENT
This Agreement is made and entered into as of October 25, 2000 by and between
Sierra Pacific Power Company, a Nevada corporation ("Buyer"), and WPS Northern
Nevada, LLC, a Nevada limited liability company (the "Supplier"). Buyer and
Supplier are referred to individually as a "Party" and collectively as the
"Parties."
WITNESSETH:
WHEREAS, Buyer is selling its Tracy/Pinon generating station and other assets
associated therewith to Supplier (the "Asset Sale");
WHEREAS, notwithstanding the Asset Sale, Buyer expects that it has been
designated as the Provider of Last Resort ("PLR") for its Nevada retail electric
customers who are unable to obtain electric service from an alternative seller
or who fail to select an alternative seller. The load required to serve such
customers, plus the customers under those wholesale sales agreements existing at
the Effective Date, is referred to herein as Buyer's Transitional Resource
Requirement; and
WHEREAS, as a result of the Asset Sale, Buyer will no longer have its interest
in the Tracy/Pinon generating station as a source of supply for its Transitional
Resource Requirement; and
WHEREAS, Supplier has or is willing to secure the necessary resources to
provide a portion of Buyer's Transitional Resource Requirement; and
WHEREAS, Buyer desires to purchase from Supplier and Supplier desires to sell
Energy and Ancillary Services under contract to Buyer;