P.O. Box 800 2244 Walnut Grove Ave. Rosemead, CA 91770 James A. Cuillier Director FERC Rates & Regulation March 17, 2015 Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission 888 First Street, N.E. Washington, DC 20426 Dear Ms. Bose: Pursuant to Section 35.13 of the Federal Energy Regulatory Commission’s (“Commission” or “FERC”) Regulations under the Federal Power Act (18 C.F.R. § 35.13), Southern California Edison Company (“SCE”) tenders for filing an amended Interconnection Facilities Agreement (“IFA”) and amended Service Agreement for Wholesale Distribution Service (“Service Agreement”) between SCE and Tesoro Refining & Marketing Company LLC (“Tesoro”), Service Agreement Nos. 121 and 22, respectively, under SCE’s Wholesale Distribution Access Tariff (“WDAT”), FERC Electric Tariff, Volume No. 5. The documents submitted with this filing consist of this letter of transmittal and all attachments hereto, and the amended IFA and amended Service Agreement in both clean and redline formats. On March 16, 2000, SCE unilaterally filed the original IFA and Service Agreement with the Commission in Docket No. ER00-1896-000 at the request of the Atlantic Richfield Company (“ARCO”), the owner of the CQC Kiln generating facility at that time. The Commission accepted that filing in a letter order dated April 25, 2000, and made the agreements effective as of March 17, 2000. The IFA and Service Agreement specify the terms and conditions pursuant to which SCE interconnected the CQC Kiln generating facility to SCE’s electrical system and provides for 34.0 MW of Distribution Service from SCE’s Carbogen Substation to the California Independent System Operator Corporation (“ISO”) controlled grid for a period of five years from the effective date of the agreements.
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P.O. Box 800 2244 Walnut Grove Ave. Rosemead, CA 91770
James A. Cuillier Director FERC Rates & Regulation
March 17, 2015
Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission 888 First Street, N.E. Washington, DC 20426
Dear Ms. Bose:
Pursuant to Section 35.13 of the Federal Energy Regulatory Commission’s
(“Commission” or “FERC”) Regulations under the Federal Power Act (18 C.F.R. § 35.13),
Southern California Edison Company (“SCE”) tenders for filing an amended Interconnection
Facilities Agreement (“IFA”) and amended Service Agreement for Wholesale Distribution
Service (“Service Agreement”) between SCE and Tesoro Refining & Marketing Company LLC
(“Tesoro”), Service Agreement Nos. 121 and 22, respectively, under SCE’s Wholesale
Distribution Access Tariff (“WDAT”), FERC Electric Tariff, Volume No. 5.
The documents submitted with this filing consist of this letter of transmittal and all
attachments hereto, and the amended IFA and amended Service Agreement in both clean and
redline formats.
On March 16, 2000, SCE unilaterally filed the original IFA and Service Agreement with
the Commission in Docket No. ER00-1896-000 at the request of the Atlantic Richfield Company
(“ARCO”), the owner of the CQC Kiln generating facility at that time. The Commission
accepted that filing in a letter order dated April 25, 2000, and made the agreements effective as
of March 17, 2000. The IFA and Service Agreement specify the terms and conditions pursuant
to which SCE interconnected the CQC Kiln generating facility to SCE’s electrical system and
provides for 34.0 MW of Distribution Service from SCE’s Carbogen Substation to the California
Independent System Operator Corporation (“ISO”) controlled grid for a period of five years from
the effective date of the agreements.
Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission Page 2 March 17, 2015
ARCO was subsequently acquired by BP West Coast Products LLC (“BP”) in April,
2000; and in an internal corporate reorganization, the CQC Kiln generating facility, along with
other assets, was transferred from ARCO to BP. SCE consented to the assignment of the IFA
and Service Agreement to BP.
On March 11, 2005, SCE and BP entered into a letter agreement in which both parties
agreed to amend the agreements to reflect: (1) an extension of the term of the agreements to
March 17, 2010, (2) the name change from ARCO to BP, (3) BP’s execution of the Western
Electricity Coordinating Council’s Reliability Management System Agreement, and (4) use of
the most recent FERC-accepted pro forma WDAT service agreement. SCE filed the amended
agreements in Docket No. ER05-712-000, and they were accepted by FERC in a letter order
dated May 6, 2005. Since the two agreements were re-executed by SCE and BP, the amended
agreements were each assigned an effective date of March 17, 2005.
At the request of BP, the termination date was once again extended from March 17, 2010
to March 17, 2015, and the Service Agreement was amended accordingly.1 SCE filed the change
to the Service Agreement in Docket No. ER10-906-000; and it was accepted for filing by the
Commission in a letter order dated May 12, 2010.
On June 1, 2013, Tesoro purchased all rights and interest in the CQC Kiln generating
facility from BP.
Tesoro requested further extension of the term of the agreements and expressed their
desire to amend the agreements to reflect the change in ownership of the CQC Kiln generating
facility. Consequently, SCE and Tesoro entered into a letter agreement on March 12, 2015, in
which both parties agreed to amend the IFA and Service Agreement. A copy of the letter
agreement is provided in Attachment A to this filing letter.
1 Section 5.2 of the IFA provides that it will terminate on the earliest of (i) the termination date of the Service Agreement or (ii) upon 180 days advance written notice to SCE.
Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission Page 3 March 17, 2015
The amended IFA and Service Agreement reflect the extension of the services provided
for five years, to March 17, 2020, and the change in ownership of the generating facility. No
changes were made to any of the rates or charges in the agreements.
Waiver
SCE respectfully requests, pursuant to Section 35.11 (18 C.F.R. § 35.11) of the
Commission’s regulations, waiver of the 60-day prior notice requirements specified in Section
35.3 (18 C.F.R. § 35.3), and requests the Commission to assign an effective date of March 17.
2015 to the amended IFA and Service Agreement. Such waiver would be consistent with the
Commission’s policy set forth in Central Hudson Gas & Electric Corp., et al., 60 FERC ¶ 61,106
(1992), reh’g denied, 61 FERC ¶ 61,089 (1992), that waiver of the 60-day prior notice
requirement will generally be granted for uncontested filings that do not change rates. In
addition, good cause exists to grant waiver in this case because the amended IFA and Service
Agreement permit Tesoro to continue participation in the California energy market without
interruption, thereby maximizing the potential benefit of an additional market participant. The
granting of this waiver will not have any impact on SCE’s other rate schedules.
Other Filing Requirements
No expenses or costs included in the rates tendered herein have been alleged or judged in
any administrative or judicial proceeding to be illegal, duplicative, or unnecessary costs that are
demonstrably the product of discriminatory employment practices.
SCE believes that the data contained in this letter provides sufficient information upon
which to accept this filing; however, to the extent necessary, SCE requests that the Commission
waive its filing requirements contained in Sections 35.5 and 35.13 (18 C.F.R. § 35.5 and 35.13)
of the Commission’s regulations.
FEDERAL ENERGY REGULATORY COMMISSION
Mailing List
NAME ADDRESS
Public Utilities Commission State of California Legal Division [email protected]
State Building 505 Van Ness Avenue San Francisco, California 94102
Tesoro Refining & Marketing Company LLC David Arlander Barge, CFA Senior Commercial Manager - Energy [email protected]
19100 Ridgewood Parkway San Antonio, Texas 78259
ATTACHMENT A
LETTER AGREEMENT
Title Page Southern California Edison Company FERC FPA Electric Tariff Title: Wholesale Distribution Access Tariff Tariff Record: Third Revised Service Agreement No. 121
INTERCONNECTION FACILITIES AGREEMENT
BETWEEN
TESORO REFINING & MARKETING COMPANY LLC
AND
SOUTHERN CALIFORNIA EDISON COMPANY
Contract Effective Date: 03/17/2005 Tariff Record Proposed Effective Date: 03/17/2015 905.121.7 Version Number: 1.0.0 WDT041 Option Code: A
Page No. 1
INTERCONNECTION FACILITIES AGREEMENT BETWEEN SOUTHERN CALIFORNIA EDISON COMPANY
AND TESORO REFINING & MARKETING COMPANY LLC
Table of Contents 1. Parties: ........................................................................................................................................................ 2 2. Recitals: ...................................................................................................................................................... 2 3. Agreement: ................................................................................................................................................. 3 4. Definitions: ................................................................................................................................................. 3 5. Effective Date and Term: ........................................................................................................................... 4 6. Agreement Pursuant to the WDAT: ........................................................................................................... 4 7. Compliance with Applicable Reliability Standards: ................................ Error! Bookmark not defined. 8. Capital Additions to Interconnection Facilities: ......................................................................................... 5 9. Charges: ..................................................................................................................................................... 5 10. Billing and Payment: .................................................................................................................................. 5 11. Billing and Payment Addresses: ................................................................................................................ 6 12. Audits: ........................................................................................................................................................ 6 13. Disputes: ..................................................................................................................................................... 6 14. Operating Representatives: ........................................................................................................................ 6 15. Regulatory Authority: ................................................................................................................................ 6 16. No Dedication of Facilities: ....................................................................................................................... 7 17. No Third Party Rights: ............................................................................................................................... 7 18. Relationship of Parties: .............................................................................................................................. 7 19. Waivers: ..................................................................................................................................................... 7 20. Governing Law: ......................................................................................................................................... 7 21. Notices: ...................................................................................................................................................... 7 22. Severability: ............................................................................................................................................... 8 23. Entire Agreement: ...................................................................................................................................... 8 24. Ambiguities: ............................................................................................................................................... 8 25. Signature Clause: ....................................................................................................................................... 9 Exhibit A Interconnection Facilities Description and Cost ............................................................................... 10 Exhibit B One-Line Diagram ............................................................................ Error! Bookmark not defined.
Page No. 2
INTERCONNECTION FACILITIES AGREEMENT BETWEEN SOUTHERN CALIFORNIA EDISON COMPANY
AND TESORO REFINING & MARKETING COMPANY LLC
1. Parties: The Parties to this Southern California Edison Company – Tesoro Refining & Marketing Company LLC Interconnection Facilities Agreement are Southern California Edison Company (“SCE”), a California corporation, and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“Tesoro”), hereinafter sometimes referred to individually as (“Party”) and collectively as (“Parties.”) 2. Recitals: This Agreement is made with reference to the following facts, among others:
2.1. SCE is a California public utility engaged in the business of generating and transmitting electric energy in the States of Arizona, California, Nevada, and New Mexico. SCE is further engaged in the business of distributing such energy in the State of California.
2.2. Atlantic Richfield Company (“ARCO”) was a Delaware Corporation engaged in the business of oil and gasoline production, and owned the CQC Kiln generating facility, located in Wilmington, California.
2.3. The CQC Kiln generating facility is a qualifying facility for the purposes of the Public Utility Regulatory Policies Act of 1978, as amended, and is self certified as a Qualifying Facility.
2.4. ARCO sold capacity and energy to SCE under a CPUC-jurisdictional Power Purchase Contract dated December 31, 1981. The Power Purchase Contract and subsequent amendments obligated SCE to purchase up to 25 MW of firm capacity and energy generated up to a maximum rate of delivery of 34,000 kwh per hour, for the 30-year term of the Power Purchase Contract. In 1993, SCE exercised its rights to terminate the Power Purchase Contract upon seven years written notice, pursuant to a termination provision in the Power Purchase Contract.
2.5. ARCO had been paying the annual costs of SCE's ownership, operation, and maintenance of those facilities constructed by SCE to accommodate its generating facility under the Power Purchase Contract and associated interconnection facilities agreement.
2.6. As a result of termination of ARCO's Power Purchase Contract with SCE, the associated interconnection facilities agreement terminated on the termination date of the Power Purchase Contract
2.7. Pursuant to SCE’s Wholesale Distribution Access Tariff, ARCO submitted an application to SCE for 34 MW of wholesale Distribution Service from the CQC Kiln generating facility to the ISO Grid at SCE's Hinson Substation. The provision of such service requires use of the Interconnection Facilities.
2.8. On March 16, 2000, SCE filed an unexecuted interconnection facilities agreement at the Federal Energy Regulatory Commission to specify terms for SCE to own, operate and maintain Interconnection Facilities required for SCE to provide Distribution Service to ARCO, and payment by ARCO to SCE for said Interconnection Facilities.
2.9. ARCO was acquired by British Petroleum (“BP”), plc in April, 2000, and in an internal corporate reorganization, the CQC Kiln generating facility, along with other assets, were transferred from ARCO to BP effective January 1, 2002.
2.10. SCE and BP amended this Agreement and the associated Service Agreement for Wholesale Distribution Service to reflect an initial extension of the service for five years, through March 17, 2010, reflect the name change from ARCO to BP, provide for BP's execution of the Western Electricity Coordinating Council's Reliability management System Agreement, and
Page No. 3
use the current pro forma WDAT service agreement that has been accepted by FERC for WDAT service.
2.11. BP and SCE entered into a letter agreement on March 15, 2010 to further amend this Agreement and the associated Service Agreement for Wholesale Distribution Service to reflect the revised reliability standards and to extend the termination date through March 17, 2015.
2.12. On June 1, 2013, Tesoro Refining & Marketing Company LLC (“Tesoro”) purchased all rights and interest from BP, including the CQC Kiln project.
2.13. On June 3, 2013, SCE and Tesoro entered into an Added Facilities Assumption Agreement whereby, Tesoro and SCE agreed to Tesoro’s assumption of all rights and obligations of BP under this Agreement.
2.14. SCE's and Tesoro's electrical systems are interconnected at SCE's Carbogen Substation. Carbogen Substation, and associated equipment and facilities, were constructed by SCE to interconnect the CQC Kiln generation facility with SCE's distribution system. Carbogen Substation is owned, operated and maintained by SCE.
2.15. On February 10, 2015, SCE received a request from Tesoro to extend the term of the Agreement and the associated Service Agreement for Wholesale Distribution Service with SCE through March 17, 2020.
2.16. Tesoro and SCE entered into a letter agreement on _____________, 2015 to amend this Agreement and the associated Service Agreement for Wholesale Distribution Service to reflect the change in ownership and to extend the terms of the Agreement and the associated Service Agreement. Such amendment has been incorporated herein.
2.17. This Agreement implements wholesale Distribution Service under SCE's WDAT in connection and concurrent with that certain Service Agreement for Wholesale Distribution Service, between the Parties executed concurrently herewith.
3. Agreement: In consideration of the premises and the mutual covenants and agreements contained herein, the Parties agree as follows: 4. Definitions: All terms with initial capitalization not otherwise defined herein shall have the meanings assigned to them in SCE’s WDAT. The following terms, when used herein with initial capitalization, whether in the singular or the plural, shall have the meanings specified:
4.1. Accounting Practice: Generally accepted accounting principles and practices applicable to electric utility operations.
4.2. Agreement: This Southern California Edison Company – Tesoro Refining & Marketing Company LLC Interconnection Facilities Agreement.
4.3. Applicable Reliability Council: The Western Electricity Coordinating Council (“WECC”), or its successor.
4.4. Applicable Reliability Standards: The requirements and guidelines of NERC, the Applicable Reliability Council, and the Balancing Authority Area of the Distribution System to which the CQC Kiln generating facility is directly interconnected.
4.5. Balancing Authority: The responsible entity that integrates resource plans ahead of time, maintains load-interchange-generation balance within a balancing Authority Area, and supports interconnection frequency in real time.
4.6. Balancing Authority Area: The collection of generation, transmission, and loads within the metered boundaries of the Balance Authority. The Balancing Authority maintains load-resource balance within this area.
4.7. Capital Additions: Any Units of Property which are added to the Interconnection Facilities, the enlargement, modification or betterment of any Units of Property constituting a part of the
Page No. 4
Interconnection Facilities, and the replacement of any Units of Property constituting a part of the Interconnection Facilities, irrespective of whether such replacement constitutes an enlargement, modification or betterment of that which it replaces, which additions, betterments, modifications, enlargements, and replacements in accordance with Accounting Practice would be capitalized and are not included in the Interconnection Facilities Cost.
4.8. Carbogen Substation: SCE's 66/12 kV substation located 2000 feet south of Anaheim Street, and 500 feet west of Ninth Street and Terminal Island in Long Beach, California.
4.9. CPUC: The California Public Utilities Commission, or its regulatory successor. 4.10. FERC: Federal Energy Regulatory Commission, or its regulatory successor. 4.11. Interconnection Facilities: Those interconnection facilities as described in Exhibit A, as such
facilities may be modified during the term of this Agreement. 4.12. Hinson Substation: SCE's 220/66 kV substation located at 3390 Webster Ave. in Long Beach,
California. 4.13. Interconnection Facilities Charge: The monthly charge to Tesoro to recover the revenue
requirement for the Interconnection Facilities, calculated as the product of the SCE-Financed Monthly Rate and the Interconnection Facilities Cost.
4.14. Interconnection Facilities Cost: All costs, excluding One-Time Costs, determined by SCE to be associated with the design, engineering, procurement, construction and installation of the Interconnection Facilities. A listing of the initial Interconnection Facilities Cost is provided in Exhibit A.
4.15. NERC: The North American Electric Reliability Council or its successor organization. 4.16. One-Time Costs: Costs associated with the installation of Capital Additions which are not
capitalized in accordance with Accounting Practice. 4.17. Point of Change of Ownership: The point, as set forth in Exhibit B to this Agreement, where
the Interconnection Facilities connects to Tesoro’s facilities at the CQC Kiln generating facility.
4.18. Point of Interconnection: The point, as set forth in Exhibit B to this Agreement, where the Interconnection Facilities connect to the Distribution System.
4.19. SCE-Financed Monthly-Rate: The rate most recently adopted by the CPUC for application to SCE's retail electric customers for added facilities, which does not compensate SCE for replacement of added facilities. The SCE-Financed Monthly Rate is stated in Exhibit A.
4.20. Units of Property: As described in FERC’s “List of Units of Property for Use in Connection with Uniform System of Accounts Prescribed for Public Utilities and Licenses” in effect as of the date of this Agreement, and as such list may be amended from time to time.
4.21. WDAT: SCE's Wholesale Distribution Access Tariff.
5. Effective Date and Term:
5.1. This Agreement shall be effective upon the later of (i) March 17, 2005, or (ii) the date upon which the FERC allows this Agreement to become effective.
5.2. This Agreement shall terminate on the earliest of (i) the termination date of the Service Agreement for Wholesale Distribution Service between SCE and Tesoro, or (ii) the date specified by Tesoro upon 180 days advance written notice to SCE.
5.3. Any obligations of one Party to the other, including payment obligations, which accrued prior to, or as a result of, termination of this Agreement, shall survive termination.
5.4. If Tesoro has given notice of termination and a filing with FERC is required to terminate this Agreement pursuant to Section 5.2, Tesoro shall support such filing before the FERC if requested by SCE.
6. Agreement Pursuant to the WDAT: This Agreement provides terms regarding Interconnection Facilities associated with wholesale Distribution Service pursuant to the WDAT. Accordingly, the Interconnection Facilities associated with wholesale
Page No. 5
Distribution Service provided to Tesoro, and Tesoro's use of and payment for said Interconnection Facilities, are subject to the provisions of the WDAT and the Service Agreement for Wholesale Distribution Service, as those provisions may from time to time be modified. 7. Compliance with Applicable Reliability Standards: Tesoro shall comply with all Applicable Reliability Standards for its CQC Kiln generating facility. SCE will not assume any responsibility for complying with mandatory reliability standards for such facilities and offers no opinion whether Tesoro must register with NERC. If required to register with NERC, Tesoro shall be responsible for complying with all Applicable Reliability Standards for its facilities up to the Point of Change of Ownership as described in Exhibit B of this Agreement. 8. Capital Additions to Interconnection Facilities:
8.1. Whenever Capital Additions to the Interconnection Facilities are required to maintain or improve service to Tesoro (which maintenance or improvement may include compliance with system or regulatory requirements), Tesoro shall bear the cost responsibility for such Capital Additions. Upon notification to Tesoro of the need for any Capital Additions, the Parties will negotiate an amendment to this Agreement addressing the necessary scope of work, and the terms and conditions, including charges, regarding such Capital Additions. SCE shall not be obligated to initiate any work on such Capital Additions until the Parties have executed such amendment.
8.2. In the event that any Capital Additions are required in order to benefit SCE, or because of damage caused by negligence or willful misconduct of SCE, no increase will be made to the Interconnection Facilities Cost and no One-Time Costs will be charged to Tesoro for such Capital Additions.
9. Charges:
9.1. Tesoro shall pay to SCE, in accordance with Section 10, the following charges with respect to the Interconnection Facilities and this Agreement: a) Interconnection Facilities Charges; and b) any reimbursable FERC fees relating to this Agreement.
9.2. SCE's Interconnection Facilities Cost shall be compiled in accordance with Accounting Practice.
10. Billing and Payment:
10.1. Billing Procedure.
10.1.1. Except as otherwise specifically provided herein, commencing on the effective date of this Agreement, SCE shall render bills to Tesoro for the Interconnection Facilities Charge and any other charges under this Agreement, and Tesoro shall pay such bills, in accordance with the Billing and Payment provisions of the WDAT.
10.1.2. Charges for any reimbursable FERC fees in accordance with Section 15.3 shall be for any fees incurred since the preceding billing.
10.2. Interest on Unpaid Balances.
Interest on any unpaid amounts shall be calculated in accordance with the methodology specified in the Interest on Unpaid Balances provision of the WDAT.
10.3. Default and Billing Dispute. Any default or billing dispute shall be handled in accordance with the methodology specified
Page No. 6
in the Customer Default provision of the WDAT.
11. Billing and Payment Addresses:
11.1. All payments to be made by Tesoro to SCE shall be sent to: Southern California Edison Company Accounts Receivable Box 800 Rosemead, California 91770
SCE may, at any time, by written notice to Tesoro pursuant to Section 6 of the Service Agreement for Wholesale Distribution Service, change the address to which payments shall be sent.
11.2. All billings to be presented by SCE to Tesoro shall be sent to:
Tesoro Refining & Marketing Company LLC Attn: Commercial / Power 19100 Ridgewood Parkway __________________ San Antonio, TX 78259 210-626-7499 [email protected]
Tesoro may, at any time, by written notice to SCE pursuant to Section 6 of the Service Agreement for Wholesale Distribution Service, change the address to which billings shall be sent.
12. Audits: SCE will maintain records and accounts of all costs incurred in sufficient detail to allow verification of all costs incurred, including, but not limited to, labor and associated labor costs, material and supplies, outside services, and administrative and general expenses. For two years following the effective date of the Agreement, or with respect to any Capital Additions made pursuant to Section 8.1, for two years following the in-service date of such Capital Additions, Tesoro will have the right, upon reasonable notice, at a reasonable time and place, and at its own expense, to audit SCE’s records as necessary and as appropriate in order to verify costs incurred by SCE. 13. Disputes: With the exception of any billing dispute as provided pursuant to Section 10.3 herein, or as otherwise limited by law, the Dispute Resolution Procedures set forth in the WDAT shall apply to all disputes between Tesoro and SCE which arise under this Agreement; provided, however, that the Dispute Resolution Procedures set forth in the WDAT shall not apply as to disputes regarding whether rates and charges set forth in this Agreement are just and reasonable under the Federal Power Act. 14. Operating Representatives: The responsibilities assigned to the Operating Representatives appointed pursuant to Section 13.4 of the Specifications for Wholesale Distribution Service attached to and incorporated within the Service Agreement for Wholesale Distribution Service shall extend to the activities required under this Agreement. 15. Regulatory Authority:
Page No. 7
15.1. Nothing contained herein shall be construed as affecting in any way: (i) the right of SCE to
unilaterally make application to the FERC for a change in rates, charges, classification, or service, or any rule, regulation, or contract relating thereto, under Section 205 of the Federal Power Act and pursuant to the rules and regulations promulgated by FERC thereunder; (ii) the right of Tesoro to oppose such changes under Section 205 of the Federal Power Act; (iii) the right of Tesoro to file a complaint requesting a change in rates, charges, classification, or service, or any rule, regulation or contract relating thereto, or rate methodology or design relating to services provided hereunder, under Section 206 of the Federal Power Act and pursuant to the rules and regulations promulgated by the FERC thereunder; or (iv) the right of SCE to oppose such complaint by Tesoro under Section 206 of the Federal Power Act. Any change shall become effective pursuant to Section 205 of the Federal Power Act.
15.2. Tesoro shall reimburse SCE for all fees and charges imposed on SCE by the FERC attributable to the service provided under this Agreement, or any amendments thereto.
16. No Dedication of Facilities: Any undertaking by one Party to the other Party under this Agreement shall not constitute the dedication of the electrical system or any portion thereof of the undertaking Party to the public or to the other Party, and it is understood and agreed that any such undertaking by a Party shall cease upon the termination of its obligations hereunder. 17. No Third Party Rights: Unless otherwise specifically provided in this Agreement, the Parties do not intend to create rights in or grant remedies to any third party as a beneficiary of this Agreement or of any duty, covenant, obligation, or undertaking established hereunder. 18. Relationship of Parties: The covenants, obligations, and liabilities of the Parties are intended to be several and not joint or collective, and nothing contained in this Agreement shall ever be construed to create an association, joint venture, trust, or partnership, or to impose a trust or partnership covenant, obligation, or liability on or with regard to either Party. Each Party shall be individually responsible for its own covenants, obligations, and liabilities as provided in this Agreement. Neither Party shall be under the control of or shall be deemed to control the other Party. Neither Party shall be the agent of or have a right or power to bind the other Party without such other Party's express written consent. 19. Waivers: Any waiver at any time by either Party of its rights with respect to a default under this Agreement, or with respect to any other matter arising in connection with this Agreement, shall not be deemed a waiver with respect to any other or subsequent default or other matter arising in connection therewith. Any delay, short of any statutory period of limitation, in asserting or enforcing any right, shall not be deemed a waiver of such right. 20. Governing Law: Except as otherwise provided by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the state of California. 21. Notices:
Page No. 8
Any notice, demand, or request provided in this Agreement, or served, given, or made in connection with it, shall be made in accordance with Section 6 of the Service Agreement for Wholesale Distribution Service between the Parties. 22. Severability: In the event that any term, provision, covenant, or condition of this Agreement or the application of any such term, covenant, or condition shall be held invalid as to any person, entity, or circumstance by any court, arbitration, or regulatory authority having jurisdiction, the invalidity of such term, covenant or condition shall not affect the validity of any other term, provision, condition or covenant and such term, provision, covenant or condition shall remain in force and effect as applied to this Agreement to the maximum extent permitted by law. The Parties hereto further agree to negotiate in good faith to establish new and valid terms, conditions and covenants to replace any found invalid so as to place each Party as nearly as possible in the position contemplated by this Agreement. 23. Entire Agreement: This Agreement constitutes the complete and final expression of the agreement between the Parties and is intended as a complete and exclusive statement of the terms of their agreement which supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications, and other agreements which may have been made in connection with the subject matter of this Agreement. 24. Ambiguities: Ambiguities or uncertainties in the wording of this Agreement shall not be construed for or against any Party, but will be construed in the manner that most accurately reflects the Parties’ intent as of the date they executed this Agreement.
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25. Signature Clause: The signatories hereto represent that they are authorized to enter into this Agreement on behalf of the Party for whom they sign. This Agreement is hereby executed as of the 15th day of March , 2005. SOUTHERN CALIFORNIA EDISON COMPANY By: __/s/ Richard M. Rosenblum_____ Name: Richard M. Rosenblum Title: Senior Vice President BP West Coast Products LLC By: ___/s/ T.T. Scruggs___________ Name: __T.T. Scruggs______________ Title: _VP - BP West Coast Products_
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Exhibit A
Interconnection Facilities Description and Cost
Description Amount Poles and Fixtures $25,386.73 Overhead Conductors $51,093.62 Structures and Improvements $4,824.93 Station Equipment $1,173,433.42 Communication Equipment $12,349.68 Total (Interconnection Facilities Cost) $1,267,088.38 Monthly Charge:
Estimated Actual
Effective Date
SCE-Financed Monthly
Rate
Estimated
Interconnection Facilities Cost
Interconnection Facilities Charge
Based on Estimated Cost
Actual
Interconnection Facilities Cost
Interconnection Facilities Charge
Based on Actual Cost
03/17/00(1) thru 07/17/04
1.31% N/A N/A $1,267,088.38
$16,598.85
07/18/04 to 05/31/06 1.35%
$1,267,088.38 $17,105.69
06/1/06 to 04/03/09 1.33%
$1,267,088.38 $16,852.28
04/04/09 to 12/31/12 1.34% $1,267,088.38 $16,978.98 01/01/13 to present 1.25% $1,267,088.38 $15,838.60 Notes: (1) 03/17/00 was the In-Service Date
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Exhibit B
Carbogen Substation
Title Page Southern California Edison Company FERC FPA Tariff Tariff Title: Wholesale Distribution Access Tariff Tariff Record: Second Revised Service Agreement No. 22
SERVICE AGREEMENT FOR
WHOLESALE DISTRIBUTION SERVICE
BETWEEN
TESORO REFINING & MARKETING COMPANY LLC
AND
SOUTHERN CALIFORNIA EDISON COMPANY
Contract Effective Date: 03/17/05 Tariff Record Proposed Effective Date: 03/17/2015 905.22.3 Version Number: 0.0.0 WDT041 Option Code A
SERVICE AGREEMENT FOR WHOLESALE DISTRIBUTION SERVICE
1. This Service Agreement, dated as of the date executed by the Distribution
Customer under Section 7 of the Service Agreement, is entered into, by and between
Southern California Edison Company ("Distribution Provider"), and Tesoro Refining
& Marketing Company LLC ("Distribution Customer").
2. The Distribution Customer has been determined by the Distribution Provider
to have a Completed Application for Distribution Service under the Tariff.
3. The Distribution Customer has provided to the Distribution Provider an
Application deposit in the amount of $60,000.00, in accordance with the provisions
of Section 15.2 of the Tariff.
4. Service under this Service Agreement shall commence on the later of (1)
March 17, 2005, or (2) the date on which construction of any Direct Assignment
Facilities and/or Distribution System Upgrades specified in Sections 7.0 and 8.0 of
the attached Specifications For Wholesale Distribution Service are completed and
all additional requirements are met pursuant to Section 13.5 of the Tariff, or (3)
such other date as it is permitted to become effective by the Commission. Service
under this Service Agreement shall terminate on the earliest of (1) March 17, 2020,
or (2) the termination date of the Interconnection Facilities Agreement, or (3)
Distribution Provider may terminate service under this Service Agreement if
Distribution Customer does not utilize the Distribution Service provided under this
Service Agreement for a period of two consecutive years or more (except for any
period when Distribution Customer does not utilize the Distribution Service due to
the occurrence of an Uncontrollable Force or default of the Distribution Provider
under this Service Agreement), or (4) at Distribution Provider's option, when any
material changes are made to the Distribution Customer's generation or power
transformation facilities and such generation or power transformation facilities are
connected to the Distribution Provider's electrical system. Distribution Customer
will notify Distribution Provider in advance when such changes are contemplated.
5. The Distribution Provider agrees to provide and the Distribution Customer
agrees to take and pay for Distribution Service in accordance with the provisions of
the Tariff and this Service Agreement.
6. Any notice or request made to or by either Party regarding this Service
Agreement shall be made to the representative of the other Party as indicated
below.
Distribution Provider:
Southern California Edison Company
Director of Grid Contracts
P. O. Box 800
2244 Walnut Grove Avenue
Rosemead, California 91770
Telefax No. (626) 302-9292
Telephone No. (626) 302-1771
Distribution Customer:
Tesoro Refining & Marketing Company LLC
Attn: Commercial / Power
19100 Ridgewood Parkway
San Antonio, TX 78259
Telephone No. (210) 626-7499
Fax: (210) 745-4453
E-mail: [email protected]
7. The Tariff and attached Specifications For Wholesale Distribution Service
are incorporated herein and made a part hereof.
IN WITNESS WHEREOF, the Parties have caused this Service Agreement to be
executed by their respective authorized officials.
Distribution Provider:
By: /s/ R. M. Rosenblum __Senior Vice President__ 3/15/2005
Name Title Date
Distribution Customer:
By: /s/ T. T. Scruggs VP=BP West Coast Products 3/14/2005
Name Title Date
SPECIFICATIONS FOR WHOLESALE DISTRIBUTION SERVICE
l. Term of Transaction: See Section 4 of the Service Agreement
Service Commencement Date: See Section 4 of the Service Agreement
Termination Date: See Section 4 of the Service Agreement
2. For a Resource connected to the Distribution Provider’s Distribution System,
a description of capacity and energy to be transmitted by Distribution Provider and
a five year forecast of monthly Generation. Up to 34.0 MW from Distribution
Customer's Generating Facility, which consists of one 35,800 KVA steam turbine
generator, transformer equipment, metering facilities and appurtenant equipment.
3. Point of Receipt: Load side of 66/12 kV transformer banks in Distribution
Provider's Carbogen Substation.
Point of Delivery: The ISO Grid at the 230 kV bus at Distribution Provider's
Hinson Substation
Receiving Party: The California Independent System Operator Corporation.
4. Description of Wholesale Distribution Load at the Point of Delivery
(including a five year forecast of monthly load requirements): Not Applicable
5. Interruptible Load amount (summer and winter), location and
conditions/limitations (five year forecast): Not Applicable
6. For Resources, the maximum amount of capacity and energy to be
transmitted. For Wholesale Distribution Load, the estimated peak load for
informational purposes only: 34.0 MW at unity power factor. The ISO metering
facilities with exception of the Distribution Provider owned current and potential
transformers shall be, notwithstanding Section 1.1 of Attachment C of the Tariff,
owned by the Distribution Customer and located on the Distribution Customer's
side of the Point of Receipt. ISO meters shall be programmed to account for losses
across the 66/12 kV transformer. Distribution Customer shall be responsible for the
installation, maintenance, testing and certification of the ISO metering facilities in
accordance with applicable ISO Tariff provisions and Metering Protocol.
Distribution Customer shall be responsible for all costs associated with the testing
and certification of the ISO metering facilities. Distribution Provider shall not be
liable to Distribution Customer, and Distribution Customer shall indemnify
Distribution Provider, for any claim, demand, liability, loss or damage, whether
direct, indirect or consequential, incurred by Distribution Customer or any electric
customer or supplier of Distribution Customer which results from the failure of the
metering current transformers or potential transformers owned, operated and
maintained by Distribution Provider under this Service Agreement.
7. Direct Assignment Facilities: Provided for in the Interconnection Facilities
Agreement executed concurrently herewith.
8. Distribution System Upgrades required prior to the commencement of
service: None.
9. Real Power Loss Factors: 1.12% credit. ISO meters on load side of 66/12 kV
transformer shall be programmed to account for transformer losses.
10. Power Factor: The Distribution Customer is required to maintain its power
factor within a range of 0.95 lagging to 0.95 leading (of, if so specified in the Service
Agreement, a greater range), pursuant to Good Utility Practice. This provision
recognizes that a Distribution Customer may provide reactive power support in
accordance with Section 12.10 (Self Provision of Ancillary Services), of this Tariff.
The operating power factor at the point of receipt shall be at unity unless
Distribution Customer is otherwise notified by the Distribution Provider to
maintain a specified voltage schedule while operating within the power factor range
as specified above.
11. Distribution Service under this Agreement will be subject to the charges
detailed below.
11.1 Customer Charge : None
11.2 Demand Charge: None, pursuant to Section 21.2 of the Tariff.
11.3 Facilities Charge: The applicable charges under the
Interconnection Facilities Agreement.
11.4 System Impact and/or Facilities Study Charge(s): Not applicable
12. Letter of credit or alternative form of security to be provided and maintained
by Distribution Customer pursuant to Sections 8 and 16.4 of the Tariff:
Distribution Provider may require the Distribution Customer to provide and
maintain in effect during the term of this Service Agreement, an
unconditional and irrevocable letter of credit as security to meet its
responsibilities and obligations under the Tariff, or an alternative form of
security proposed by the Distribution Customer and acceptable to the
Distribution Provider and consistent with commercial practices established
by the Uniform Commercial Code that protects the Distribution Provider
against the risk of non-payment.
Title Page Southern California Edison Company FERC FPA Electric Tariff Title: Wholesale Distribution Access Tariff Tariff Record: Third Revised Service Agreement No. 121
INTERCONNECTION FACILITIES AGREEMENT
BETWEEN
BP WEST COAST PRODUCTS LLC TESORO REFINING & MARKETING COMPANY LLC
AND
SOUTHERN CALIFORNIA EDISON COMPANY
Contract Effective Date: 03/17/2005 Tariff Record Proposed Effective Date: 01/01/201303/17/2015 905.121.67 Version Number: 01.0.0 WDT041 Option Code: A
Page No. 1
INTERCONNECTION FACILITIES AGREEMENT BETWEEN SOUTHERN CALIFORNIA EDISON COMPANY
AND BP WEST COAST PRODUCTS LLC
TESORO REFINING & MARKETING COMPANY LLC
Table of Contents 1. Parties: ...................................................................................................................................................... 23 2. Recitals: .................................................................................................................................................... 23 3. Agreement: ............................................................................................................................................... 34 4. Definitions: ............................................................................................................................................... 34 5. Effective Date and Term: ......................................................................................................................... 45 6. Agreement Pursuant to the WDAT: ......................................................................................................... 56 7. Compliance with Applicable Reliability Standards: ................................ Error! Bookmark not defined. 8. Capital Additions to Interconnection Facilities: ....................................................................................... 56 9. Charges: ................................................................................................................................................... 56 10. Billing and Payment: ................................................................................................................................ 56 11. Billing and Payment Addresses: .............................................................................................................. 67 12. Audits: ...................................................................................................................................................... 67 13. Disputes: ................................................................................................................................................... 78 14. Operating Representatives: ...................................................................................................................... 78 15. Regulatory Authority: .............................................................................................................................. 78 16. No Dedication of Facilities: ..................................................................................................................... 78 17. No Third Party Rights: ............................................................................................................................. 78 18. Relationship of Parties: ............................................................................................................................ 79 19. Waivers: ................................................................................................................................................... 89 20. Governing Law: ....................................................................................................................................... 89 21. Notices: .................................................................................................................................................... 89 22. Severability: ............................................................................................................................................. 89 23. Entire Agreement: .................................................................................................................................... 89 24. Ambiguities: ............................................................................................................................................. 89 25. Signature Clause: ................................................................................................................................... 911 Exhibit A Interconnection Facilities Description and Cost ........................................................................... 1012 Exhibit B One-Line Diagram ............................................................................ Error! Bookmark not defined.
Page No. 2
INTERCONNECTION FACILITIES AGREEMENT BETWEEN SOUTHERN CALIFORNIA EDISON COMPANY
AND BP WEST COAST PRODUCTS LLC
TESORO REFINING & MARKETING COMPANY LLC 1. Parties: The Parties to this Southern California Edison Company – BP West Coast ProductsTesoro Refining & Marketing Company LLC Interconnection Facilities Agreement are Southern California Edison Company (“SCE”), a California corporation, and the BP West Coast ProductsTesoro Refining & Marketing Company LLC, a Delaware limited liability company (“BPTesoro”), hereinafter sometimes referred to individually as (“Party”) and collectively as (“Parties.”) 2. Recitals: This Agreement is made with reference to the following facts, among others:
2.1. SCE is a California public utility engaged in the business of generating and transmitting electric energy in the States of Arizona, California, Nevada, and New Mexico. SCE is further engaged in the business of distributing such energy in the State of California.
2.2. Atlantic Richfield Company (“ARCO”) was a Delaware Corporation engaged in the business of oil and gasoline production, and owned the CQC Kiln generating facility, located in Wilmington, California. ARCO was acquired by BP, plc in April, 2000, and in an internal corporate reorganization, the CQC Kiln generating facility, along with other assets, were transferred from ARCO to BP effective January 1, 2002. BP currently owns and operates the CQC Kiln generating facility.
2.3. The CQC Kiln generating facility is a qualifying facility for the purposes of the Public Utility Regulatory Policies Act of 1978, as amended, and is self certified as a Qualifying Facility.
2.4. ARCO sold capacity and energy to SCE under a CPUC-jurisdictional Power Purchase Contract dated December 31, 1981. The Power Purchase Contract and subsequent amendments obligated SCE to purchase up to 25 MW of firm capacity and energy generated up to a maximum rate of delivery of 34,000 kwh per hour, for the 30-year term of the Power Purchase Contract. In 1993, SCE exercised its rights to terminate the Power Purchase Contract upon seven years written notice, pursuant to a termination provision in the Power Purchase Contract.
2.5. SCE's and BP's2.5 electrical systems are interconnected at SCE's Carbogen Substation. Carbogen Substation, and associated equipment and facilities, were constructed by SCE to interconnect the CQC Kiln generation facility with SCE's distribution system. Carbogen Substation is owned, operated and maintained by SCE.
2.6. ARCO had been paying the annual costs of SCE's ownership, operation, and maintenance of those facilities constructed by SCE to accommodate its generating facility under the Power Purchase Contract and associated interconnection facilities agreement.
2.76. As a result of termination of ARCO's Power Purchase Contract with SCE, the associated interconnection facilities agreement terminated on the termination date of the Power Purchase Contract
2.87. Pursuant to SCE’s Wholesale Distribution Access Tariff, ARCO submitted an application to SCE for 34 MW of wholesale Distribution Service from the CQC Kiln generating facility to the ISO Grid at SCE's Hinson Substation. The provision of such service requires use of the Interconnection Facilities.
2.98. On March 16, 2000, SCE filed an unexecuted interconnection facilities agreement at the Federal Energy Regulatory Commission to specify terms for SCE to own, operate and
Page No. 3
maintain Interconnection Facilities required for SCE to provide Distribution Service to ARCO, and payment by ARCO to SCE for said Interconnection Facilities.
2.9. ARCO was acquired by British Petroleum (“BP”), plc in April, 2000, and in an internal corporate reorganization, the CQC Kiln generating facility, along with other assets, were transferred from ARCO to BP effective January 1, 2002.
2.10. The Parties enteredSCE and BP amended this Agreement and the associated Service Agreement for Wholesale Distribution Service to reflect an initial extension of the service for five years, through March 17, 2010, reflect the name change from ARCO to BP, provide for BP's execution of the Western Electricity Coordinating Council's Reliability management System Agreement, and use the current pro forma WDAT service agreement that has been accepted by FERC for WDAT service.
2.11. On December 29, 2009, SCE received a written request from BP to extend the terms of the Agreement and the associated Service Agreement for Wholesale Distribution Service with SCE through March 17, 2015.
2.12. BP and SCE entered into a letter agreement on March 15, 20152010 to further amend this Agreement and the associated Service Agreement for Wholesale Distribution Service to reflect the revised reliability standards and to extend the termination date. Such amendment has been incorporated herein through March 17, 2015.
2.12. 2.13On June 1, 2013, Tesoro Refining & Marketing Company LLC (“Tesoro”) purchased all rights and interest from BP, including the CQC Kiln project.
2.13. On June 3, 2013, SCE and Tesoro entered into an Added Facilities Assumption Agreement whereby, Tesoro and SCE agreed to Tesoro’s assumption of all rights and obligations of BP under this Agreement.
2.14. SCE's and Tesoro's electrical systems are interconnected at SCE's Carbogen Substation. Carbogen Substation, and associated equipment and facilities, were constructed by SCE to interconnect the CQC Kiln generation facility with SCE's distribution system. Carbogen Substation is owned, operated and maintained by SCE.
2.15. On February 10, 2015, SCE received a request from Tesoro to extend the term of the Agreement and the associated Service Agreement for Wholesale Distribution Service with SCE through March 17, 2020.
2.16. Tesoro and SCE entered into a letter agreement on _____________, 2015 to amend this Agreement and the associated Service Agreement for Wholesale Distribution Service to reflect the change in ownership and to extend the terms of the Agreement and the associated Service Agreement. Such amendment has been incorporated herein.
2.17. This Agreement implements wholesale Distribution Service under SCE's WDAT in connection and concurrent with that certain Service Agreement for Wholesale Distribution Service, between the Parties executed concurrently herewith.
3. Agreement: In consideration of the premises and the mutual covenants and agreements contained herein, the Parties agree as follows: 4. Definitions: All terms with initial capitalization not otherwise defined herein shall have the meanings assigned to them in SCE’s WDAT. The following terms, when used herein with initial capitalization, whether in the singular or the plural, shall have the meanings specified:
4.1. Accounting Practice: Generally accepted accounting principles and practices applicable to electric utility operations.
4.2. Agreement: This Southern California Edison Company – BP West Coast Products LLC.Tesoro Refining & Marketing Company LLC Interconnection Facilities Agreement.
Page No. 4
4.3. Applicable Reliability Council: The Western Electricity Coordinating Council (“WECC”), or its successor.
4.4. Applicable Reliability Standards: The requirements and guidelines of NERC, the Applicable Reliability Council, and the Balancing Authority Area of the Distribution System to which the CQC Kiln generating facility is directly interconnected.
4.5. Balancing Authority: The responsible entity that integrates resource plans ahead of time, maintains load-interchange-generation balance within a balancing Authority Area, and supports interconnection frequency in real time.
4.6. Balancing Authority Area: The collection of generation, transmission, and loads within the metered boundaries of the Balance Authority. The Balancing Authority maintains load-resource balance within this area.
4.7. Capital Additions: Any Units of Property which are added to the Interconnection Facilities, the enlargement, modification or betterment of any Units of Property constituting a part of the Interconnection Facilities, and the replacement of any Units of Property constituting a part of the Interconnection Facilities, irrespective of whether such replacement constitutes an enlargement, modification or betterment of that which it replaces, which additions, betterments, modifications, enlargements, and replacements in accordance with Accounting Practice would be capitalized and are not included in the Interconnection Facilities Cost.
4.8. Carbogen Substation: SCE's 66/12 kV substation located 2000 feet south of Anaheim Street, and 500 feet west of Ninth Street and Terminal Island in Long Beach, California.
4.9. CPUC: The California Public Utilities Commission, or its regulatory successor. 4.10. FERC: Federal Energy Regulatory Commission, or its regulatory successor. 4.11. Interconnection Facilities: Those interconnection facilities as described in Exhibit A, as such
facilities may be modified during the term of this Agreement. 4.12. Hinson Substation: SCE's 220/66 kV substation located at 3390 Webster Ave. in Long Beach,
California. 4.13. Interconnection Facilities Charge: The monthly charge to BPTesoro to recover the revenue
requirement for the Interconnection Facilities, calculated as the product of the SCE-Financed Monthly Rate and the Interconnection Facilities Cost.
4.14. Interconnection Facilities Cost: All costs, excluding One-Time Costs, determined by SCE to be associated with the design, engineering, procurement, construction and installation of the Interconnection Facilities. A listing of the initial Interconnection Facilities Cost is provided in Exhibit A.
4.15. NERC: The North American Electric Reliability Council or its successor organization. 4.16. One-Time Costs: Costs associated with the installation of Capital Additions which are not
capitalized in accordance with Accounting Practice. 4.17. Point of Change of Ownership: The point, as set forth in Exhibit B to this Agreement, where
the Interconnection Facilities connects to BP’sTesoro’s facilities at the CQC Kiln generating facility.
4.18. Point of Interconnection: The point, as set forth in Exhibit B to this Agreement, where the Interconnection Facilities connect to the Distribution System.
4.19. SCE-Financed Monthly-Rate: The rate most recently adopted by the CPUC for application to SCE's retail electric customers for added facilities, which does not compensate SCE for replacement of added facilities. The SCE-Financed Monthly Rate is stated in Exhibit A.
4.20. Units of Property: As described in FERC’s “List of Units of Property for Use in Connection with Uniform System of Accounts Prescribed for Public Utilities and Licenses” in effect as of the date of this Agreement, and as such list may be amended from time to time.
4.21. WDAT: SCE's Wholesale Distribution Access Tariff.
5. Effective Date and Term:
5.1. This Agreement shall be effective upon the later of (i) March 17, 2005, or (ii) the date upon which the FERC allows this Agreement to become effective.
Page No. 5
5.2. This Agreement shall terminate on the earliest of (i) the termination date of the Service Agreement for Wholesale Distribution Service between SCE and BPTesoro, or (ii) the date specified by BPTesoro upon 180 days advance written notice to SCE.
5.3. Any obligations of one Party to the other, including payment obligations, which accrued prior to, or as a result of, termination of this Agreement, shall survive termination.
5.4. If BPTesoro has given notice of termination and a filing with FERC is required to terminate this Agreement pursuant to Section 5.2, BPTesoro shall support such filing before the FERC if requested by SCE.
6. Agreement Pursuant to the WDAT: This Agreement provides terms regarding Interconnection Facilities associated with wholesale Distribution Service pursuant to the WDAT. Accordingly, the Interconnection Facilities associated with wholesale Distribution Service provided to BPTesoro, and BP'sTesoro's use of and payment for said Interconnection Facilities, are subject to the provisions of the WDAT and the Service Agreement for Wholesale Distribution Service, as those provisions may from time to time be modified. 7. Compliance with Applicable Reliability Standards: BPTesoro shall comply with all Applicable Reliability Standards for its CQC Kiln generating facility. SCE will not assume any responsibility for complying with mandatory reliability standards for such facilities and offers no opinion whether BPTesoro must register with NERC. If required to register with NERC, BPTesoro shall be responsible for complying with all Applicable Reliability Standards for its facilities up to the Point of Change of Ownership as described in Exhibit B of this Agreement. 8. Capital Additions to Interconnection Facilities:
8.1. Whenever Capital Additions to the Interconnection Facilities are required to maintain or improve service to BPTesoro (which maintenance or improvement may include compliance with system or regulatory requirements), BPTesoro shall bear the cost responsibility for such Capital Additions. Upon notification to BPTesoro of the need for any Capital Additions, the Parties will negotiate an amendment to this Agreement addressing the necessary scope of work, and the terms and conditions, including charges, regarding such Capital Additions. SCE shall not be obligated to initiate any work on such Capital Additions until the Parties have executed such amendment.
8.2. In the event that any Capital Additions are required in order to benefit SCE, or because of damage caused by negligence or willful misconduct of SCE, no increase will be made to the Interconnection Facilities Cost and no One-Time Costs will be charged to BPTesoro for such Capital Additions.
9. Charges:
9.1. BPTesoro shall pay to SCE, in accordance with Section 10, the following charges with respect to the Interconnection Facilities and this Agreement: a) Interconnection Facilities Charges; and b) any reimbursable FERC fees relating to this Agreement.
9.2. SCE's Interconnection Facilities Cost shall be compiled in accordance with Accounting Practice.
10. Billing and Payment:
10.1. Billing Procedure.
Page No. 6
10.1.1. Except as otherwise specifically provided herein, commencing on the effective date of this Agreement, SCE shall render bills to BPTesoro for the Interconnection Facilities Charge and any other charges under this Agreement, and BPTesoro shall pay such bills, in accordance with the Billing and Payment provisions of the WDAT.
10.1.2. Charges for any reimbursable FERC fees in accordance with Section 15.3 shall be for any fees incurred since the preceding billing.
10.2. Interest on Unpaid Balances.
Interest on any unpaid amounts shall be calculated in accordance with the methodology specified in the Interest on Unpaid Balances provision of the WDAT.
10.3. Default and Billing Dispute. Any default or billing dispute shall be handled in accordance with the methodology specified in the Customer Default provision of the WDAT.
11. Billing and Payment Addresses:
11.1. All payments to be made by BPTesoro to SCE shall be sent to: Southern California Edison Company Accounts Receivable Box 800 Rosemead, California 91770
SCE may, at any time, by written notice to BPTesoro pursuant to Section 6 of the Service Agreement for Wholesale Distribution Service, change the address to which payments shall be sent.
11.2. All billings to be presented by SCE to BPTesoro shall be sent to:
BP West Coast Products LLC Plant Manager 1175 Carrack Avenue P.O. Box 1175 Wilmington, California 90748 Fax: (562) 499-3234
BPTesoro Refining & Marketing Company LLC Attn: Commercial / Power 19100 Ridgewood Parkway __________________ San Antonio, TX 78259 210-626-7499 [email protected]
Tesoro may, at any time, by written notice to SCE pursuant to Section 6 of the Service Agreement for Wholesale Distribution Service, change the address to which billings shall be sent.
12. Audits: SCE will maintain records and accounts of all costs incurred in sufficient detail to allow verification of all costs incurred, including, but not limited to, labor and associated labor costs, material and supplies, outside services, and administrative and general expenses. For two years following the effective date of the
Page No. 7
Agreement, or with respect to any Capital Additions made pursuant to Section 8.1, for two years following the in-service date of such Capital Additions, BPTesoro will have the right, upon reasonable notice, at a reasonable time and place, and at its own expense, to audit SCE’s records as necessary and as appropriate in order to verify costs incurred by SCE. 13. Disputes: With the exception of any billing dispute as provided pursuant to Section 10.3 herein, or as otherwise limited by law, the Dispute Resolution Procedures set forth in the WDAT shall apply to all disputes between BPTesoro and SCE which arise under this Agreement; provided, however, that the Dispute Resolution Procedures set forth in the WDAT shall not apply as to disputes regarding whether rates and charges set forth in this Agreement are just and reasonable under the Federal Power Act. 14. Operating Representatives: The responsibilities assigned to the Operating Representatives appointed pursuant to Section 13.4 of the Specifications for Wholesale Distribution Service attached to and incorporated within the Service Agreement for Wholesale Distribution Service shall extend to the activities required under this Agreement. 15. Regulatory Authority:
15.1. Nothing contained herein shall be construed as affecting in any way: (i) the right of SCE to
unilaterally make application to the FERC for a change in rates, charges, classification, or service, or any rule, regulation, or contract relating thereto, under Section 205 of the Federal Power Act and pursuant to the rules and regulations promulgated by FERC thereunder; (ii) the right of BPTesoro to oppose such changes under Section 205 of the Federal Power Act; (iii) the right of BPTesoro to file a complaint requesting a change in rates, charges, classification, or service, or any rule, regulation or contract relating thereto, or rate methodology or design relating to services provided hereunder, under Section 206 of the Federal Power Act and pursuant to the rules and regulations promulgated by the FERC thereunder; or (iv) the right of SCE to oppose such complaint by BPTesoro under Section 206 of the Federal Power Act. Any change shall become effective pursuant to Section 205 of the Federal Power Act.
15.2. BPTesoro shall reimburse SCE for all fees and charges imposed on SCE by the FERC attributable to the service provided under this Agreement, or any amendments thereto.
16. No Dedication of Facilities: Any undertaking by one Party to the other Party under this Agreement shall not constitute the dedication of the electrical system or any portion thereof of the undertaking Party to the public or to the other Party, and it is understood and agreed that any such undertaking by a Party shall cease upon the termination of its obligations hereunder. 17. No Third Party Rights: Unless otherwise specifically provided in this Agreement, the Parties do not intend to create rights in or grant remedies to any third party as a beneficiary of this Agreement or of any duty, covenant, obligation, or undertaking established hereunder. 18. Relationship of Parties: The covenants, obligations, and liabilities of the Parties are intended to be several and not joint or collective, and nothing contained in this Agreement shall ever be construed to create an association, joint venture, trust,
Page No. 8
or partnership, or to impose a trust or partnership covenant, obligation, or liability on or with regard to either Party. Each Party shall be individually responsible for its own covenants, obligations, and liabilities as provided in this Agreement. Neither Party shall be under the control of or shall be deemed to control the other Party. Neither Party shall be the agent of or have a right or power to bind the other Party without such other Party's express written consent. 19. Waivers: Any waiver at any time by either Party of its rights with respect to a default under this Agreement, or with respect to any other matter arising in connection with this Agreement, shall not be deemed a waiver with respect to any other or subsequent default or other matter arising in connection therewith. Any delay, short of any statutory period of limitation, in asserting or enforcing any right, shall not be deemed a waiver of such right. 20. Governing Law: Except as otherwise provided by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the state of California. 21. Notices: Any notice, demand, or request provided in this Agreement, or served, given, or made in connection with it, shall be made in accordance with Section 6 of the Service Agreement for Wholesale Distribution Service between the Parties. 22. Severability: In the event that any term, provision, covenant, or condition of this Agreement or the application of any such term, covenant, or condition shall be held invalid as to any person, entity, or circumstance by any court, arbitration, or regulatory authority having jurisdiction, the invalidity of such term, covenant or condition shall not affect the validity of any other term, provision, condition or covenant and such term, provision, covenant or condition shall remain in force and effect as applied to this Agreement to the maximum extent permitted by law. The Parties hereto further agree to negotiate in good faith to establish new and valid terms, conditions and covenants to replace any found invalid so as to place each Party as nearly as possible in the position contemplated by this Agreement. 23. Entire Agreement: This Agreement constitutes the complete and final expression of the agreement between the Parties and is intended as a complete and exclusive statement of the terms of their agreement which supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications, and other agreements which may have been made in connection with the subject matter of this Agreement. 24. Ambiguities: Ambiguities or uncertainties in the wording of this Agreement shall not be construed for or against any Party, but will be construed in the manner that most accurately reflects the Parties’ intent as of the date they executed this Agreement.
Page No. 9
25. Signature Clause: The signatories hereto represent that they are authorized to enter into this Agreement on behalf of the Party for whom they sign. This Agreement is hereby executed as of the 15th day of March , 2005. SOUTHERN CALIFORNIA EDISON COMPANY By: __/s/ Richard M. RosemblumRosenblum_____ Name: Richard M. Rosenblum Title: Senior Vice President BP West Coast Products LLC By: ___/s/ T.T. Scruggs___________ Name: __T.T. Scruggs______________ Title: _VP - BP West Coast Products_
Page No. 10
Exhibit A
Interconnection Facilities Description and Cost
Description Amount Poles and Fixtures $25,386.73 Overhead Conductors $51,093.62 Structures and Improvements $4,824.93 Station Equipment $1,173,433.42 Communication Equipment $12,349.68 Total (Interconnection Facilities Cost) $1,267,088.38 Monthly Charge:
Estimated Actual
Effective Date
SCE-Financed Monthly
Rate
Estimated
Interconnection Facilities Cost
Interconnection Facilities Charge
Based on Estimated Cost
Actual
Interconnection Facilities Cost
Interconnection Facilities Charge
Based on Actual Cost
03/17/00(1) thru 07/17/04
1.31% N/A N/A $1,267,088.38
$16,598.85
07/18/04 to 05/31/06 1.35%
$1,267,088.38 $17,105.69
06/1/06 to 04/03/09 1.33%
$1,267,088.38 $16,852.28
04/04/09 to 12/31/12 1.34% $1,267,088.38 $16,978.98 01/01/13 to present 1.25% $1,267,088.38 $15,838.60 Notes: (1) 03/17/00 was the In-Service Date
Page No. 11
Exhibit B
Carbogen Substation
Title Page Southern California Edison Company FERC FPA Tariff Tariff Title: Wholesale Distribution Access Tariff Tariff Record: Second Revised Service Agreement No. 22
SERVICE AGREEMENT FOR
WHOLESALE DISTRIBUTION SERVICE
BETWEEN
TESORO REFINING & MARKETING COMPANY LLC
AND
SOUTHERN CALIFORNIA EDISON COMPANY
Contract Effective Date: 03/17/05 Tariff Record Proposed Effective Date: 03/17/2015 905.22.3 Version Number: 0.0.0 WDT041 Option Code A
SERVICE AGREEMENT FOR WHOLESALE DISTRIBUTION SERVICE
1. This Service Agreement, dated as of the date executed by the Distribution
Customer under Section 7 of the Service Agreement, is entered into, by and between
Southern California Edison Company ("Distribution Provider"), and BP West Coast
ProductsTesoro Refining & Marketing Company LLC ("Distribution Customer").
2. The Distribution Customer has been determined by the Distribution Provider
to have a Completed Application for Distribution Service under the Tariff.
3. The Distribution Customer has provided to the Distribution Provider an
Application deposit in the amount of $60,000.00, in accordance with the provisions
of Section 15.2 of the Tariff.
4. Service under this Service Agreement shall commence on the later of (1)
March 17, 2005, or (2) the date on which construction of any Direct Assignment
Facilities and/or Distribution System Upgrades specified in Sections 7.0 and 8.0 of
the attached Specifications For Wholesale Distribution Service are completed and
all additional requirements are met pursuant to Section 13.5 of the Tariff, or (3)
such other date as it is permitted to become effective by the Commission. Service
under this Service Agreement shall terminate on the earliest of (1) March 17,
20152020, or (2) the termination date of the Interconnection Facilities Agreement,
or (3) Distribution Provider may terminate service under this Service Agreement if
Distribution Customer does not utilize the Distribution Service provided under this
Service Agreement for a period of two consecutive years or more (except for any
period when Distribution Customer does not utilize the Distribution Service due to
the occurrence of an Uncontrollable Force or default of the Distribution Provider
under this Service Agreement), or (4) at Distribution Provider's option, when any
material changes are made to the Distribution Customer's generation or power
transformation facilities and such generation or power transformation facilities are
connected to the Distribution Provider's electrical system. Distribution Customer
will notify Distribution Provider in advance when such changes are contemplated.
5. The Distribution Provider agrees to provide and the Distribution Customer
agrees to take and pay for Distribution Service in accordance with the provisions of
the Tariff and this Service Agreement.
6. Any notice or request made to or by either Party regarding this Service
Agreement shall be made to the representative of the other Party as indicated
below.
Distribution Provider:
Southern California Edison Company
Director of Grid Contracts
P. O. Box 800
2244 Walnut Grove Avenue
Rosemead, California 91770
Telefax No. (626) 302-9292
Telephone No. (626) 302-1771
Distribution Customer:
BP West Coast Products LLC
1175 Carrack Avenue
Wilmington, California 90748
Tesoro Refining & Marketing Company LLC
Attn: Commercial / Power
19100 Ridgewood Parkway
San Antonio, TX 78259
Telephone No. (562) 499-3200 (210) 626-7499
Fax: (210) 745-4453
E-mail: [email protected]
7. The Tariff and attached Specifications For Wholesale Distribution Service
are incorporated herein and made a part hereof.
IN WITNESS WHEREOF, the Parties have caused this Service Agreement to be
executed by their respective authorized officials.
Distribution Provider:
By: /s/ R. M. Rosenblum __Senior Vice President __ 3/15/20152005
Name Title Date
Distribution Customer:
By: /s/ T. T. Scruggs V P- VP=BP West Coast Products 3/14/2005
Name Title Date
SPECIFICATIONS FOR WHOLESALE DISTRIBUTION SERVICE
l. Term of Transaction: See Section 4 of the Service Agreement
Service Commencement Date: See Section 4 of the Service Agreement
Termination Date: See Section 4 of the Service Agreement
2. For a Resource connected to the Distribution Provider’s Distribution System,
a description of capacity and energy to be transmitted by Distribution Provider and
a five year forecast of monthly Generation. Up to 34.0 MW from Distribution
Customer's Generating Facility, which consists of one 35,800 KVA steam turbine
generator, transformer equipment, metering facilities and appurtenant equipment.
3. Point of Receipt: Load side of 66/12 kV transformer banks in Distribution
Provider's Carbogen Substation.
Point of Delivery: The ISO Grid at the 230 kV bus at Distribution Provider's
Hinson Substation
Receiving Party: The California Independent System Operator Corporation.
4. Description of Wholesale Distribution Load at the Point of Delivery
(including a five year forecast of monthly load requirements): Not Applicable
5. Interruptible Load amount (summer and winter), location and
conditions/limitations (five year forecast): Not Applicable
6. For Resources, the maximum amount of capacity and energy to be
transmitted. For Wholesale Distribution Load, the estimated peak load for
informational purposes only: 34.0 MW at unity power factor. The ISO metering
facilities with exception of the Distribution Provider owned current and potential
transformers shall be, notwithstanding Section 1.1 of Attachment C of the Tariff,
owned by the Distribution Customer and located on the Distribution Customer's
side of the Point of Receipt. ISO meters shall be programmed to account for losses
across the 66/12 kV transformer. Distribution Customer shall be responsible for the
installation, maintenance, testing and certification of the ISO metering facilities in
accordance with applicable ISO Tariff provisions and Metering Protocol.
Distribution Customer shall be responsible for all costs associated with the testing
and certification of the ISO metering facilities. Distribution Provider shall not be
liable to Distribution Customer, and Distribution Customer shall indemnify
Distribution Provider, for any claim, demand, liability, loss or damage, whether
direct, indirect or consequential, incurred by Distribution Customer or any electric
customer or supplier of Distribution Customer which results from the failure of the
metering current transformers or potential transformers owned, operated and
maintained by Distribution Provider under this Service Agreement.
7. Direct Assignment Facilities: Provided for in the Interconnection Facilities
Agreement executed concurrently herewith.
8. Distribution System Upgrades required prior to the commencement of
service: None.
9. Real Power Loss Factors: 1.12% credit. ISO meters on load side of 66/12 kV
transformer shall be programmed to account for transformer losses.
10. Power Factor: The Distribution Customer is required to maintain its power
factor within a range of 0.95 lagging to 0.95 leading (of, if so specified in the Service
Agreement, a greater range), pursuant to Good Utility Practice. This provision
recognizes that a Distribution Customer may provide reactive power support in
accordance with Section 12.10 (Self Provision of Ancillary Services), of this Tariff.
The operating power factor at the point of receipt shall be at unity unless
Distribution Customer is otherwise notified by the Distribution Provider to
maintain a specified voltage schedule while operating within the power factor range
as specified above.
11. Distribution Service under this Agreement will be subject to the charges
detailed below.
11.1 Customer Charge : None
11.2 Demand Charge: None, pursuant to Section 21.2 of the Tariff.
11.3 Facilities Charge: The applicable charges under the
Interconnection Facilities Agreement.
11.4 System Impact and/or Facilities Study Charge(s): Not applicable
12. Letter of credit or alternative form of security to be provided and maintained
by Distribution Customer pursuant to Sections 8 and 16.4 of the Tariff:
Distribution Provider may require the Distribution Customer to provide and
maintain in effect during the term of this Service Agreement, an
unconditional and irrevocable letter of credit as security to meet its
responsibilities and obligations under the Tariff, or an alternative form of
security proposed by the Distribution Customer and acceptable to the
Distribution Provider and consistent with commercial practices established
by the Uniform Commercial Code that protects the Distribution Provider
against the risk of non-payment.
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