HomeMy WebLinkAbout2008-193 Revision No 5 Exhibit A BPA 00PB-12008
Department of Energy
Bonneville Power Administration
P.O. Box 3621
Portland, Oregon 97208-3621
POWER SERVICES
September 29, 2008
In reply refer to: PSW-6
Mr. Dick Wanderscheid
Director of Electric Utilities
City of Ashland
90 North Mountain Avenue
Ashland, OR 97520
Dear Dick:
Enclosed are two originals of Revision No.5 to Exhibit A of the City of Ashland, Oregon's
(Ashland) Contract No. 00PB-12008. This exhibit revision: (1) defines "Environmental
Attribute(s)," and clarifies the definitions of "Environmentally Preferred Power (EPP)" and
"Renewable Energy Certificates (REC);" (2) provides that RECs accompany EPP purchases
made under this Exhibit A; (3) provides for the transfer of RECs to Ashland via the Western
Renewable Energy Generation Information System (WREGIS); (4) provides Ashland a choice
regarding the transfer, tracking and management of Ashland's RECs in WREGIS; and (5) makes
administrative changes in sections 4(b )(2), 4(b )(3), and 4(b )(5).
Also enclosed are two originals of the WREGIS Sub-Account Agreement between Ashland and
BPA, Contract No. 08PB-11992. This Agreement establishes the terms and conditions under
which BPA shall establish and account for RECs generated by BPA's system on behalf of
Ashland in WREGIS.
BPA's WREGIS Account Holder Registration Agreement (also referred to as the "Terms of Use
Agreement" or "TOU"), incorporated by reference in the Sub-Account Agreement, is also
enclosed.
If you agree with this exhibit revision and with the WREGIS Sub-Account Agreement, please
sign and date the enclosed exhibit revision and Sub-Account Agreements and return one fully
executed original of each document to me by October 31, 2008. The remaining original is for
your records.
2
If you have any questions or concerns, please call me at (503) 230-3555.
Sincerely,
.....A. /}~
----J '- /L---.....
Tina Ko
Account Executive
Enclosures
Exhibit A, Revision No.5 (2)
WREGIS Sub-account Agreement (2)
WREGIS Account Holder Registration Agreement
Revision No.5, Exhibit A
RATE COMMITMENTS
Effective October 1, 2008
This exhibit revision: (1) defines "Environmental Attribute(s)," and clarifies the definitions
of "Environmentally Preferred Power" and "Renewable Energy Certificates"; (2) provides
that Renewable Energy Certificates (RECs) accompany Environmentally Preferred Power
purchases made under this Exhibit A; (3) provides for the transfer ofRECs to Ashland via
the Western Renewable Energy Generation Information System (WREGIS); (4) provides
Ashland a choice.regarding the transfer, tracking and management of Ashland's RECs in
WREGIS; and (5) makes administrative changes in sections 4(b)(2), 4(b)(3), 4(b)(5) and
4(b)(7).
1. DEFINITIONS
(a) "5- Year Rates" means the Lowest PF Rates established in the
2002 Wholesale Power Rate Case for Contract Years 2002 through 2006.
(b) "Lowest PF Rates" means the lowest applicable cost-based power rates
provided under the applicable PF rate schedule as applied to Ashland's
Contracted Power purchases under this Agreement. The Lowest PF Rates
shall be selected by Ashland from the PF rates that are available and from
which the Parties agree Ashland is eligible to purchase under at the time
Ashland makes its selection as specified in this exhibit.
2. PURCHASE DURATION
Ashland shall purchase all of the power provided in section 4 of the body of this
Agreement for the entire term of this Agreement.
3. PRIORITY FIRM POWER RATE TREATMENT
(a) Right to Lowest PF Rates ,
Ashland is contractually guaranteed through September 30, 2011, the
Lowest PF Rates established in a successor BP A power rates proceeding for
its PF Contracted Power purchases under this Agreement. This section shall
not be construed to waive, alter, or amend any right that Ashland may have
under applicable statutes.
(b) Revisions to Priority Firm Power Rates
BP A agrees that the 5- Year Rates available to Ashland consistent with this
exhibit shall not be subject to revision during their respective terms, except
for the application of a Cost Recovery Adjustment Clause or a Targeted
Adjustment Charge as provided in the PF applicable rates schedules and
GRSPs and this Agreement.
(c) 5-Year Rates Treatment
All Contracted Power purchases provided under section 4 of the body of this
Agreement are subject to the 5-Year Rates. The monthly energy rates for
OOPB-12008, Ashland
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Contracted Power are specified in sections II.Bl and II.B2 in the section
labeled "Schedule PF-02 Priority Firm Power" in the 2002 Power Rate
Schedules.
Ashland must select a follow-on rate period and associated rates from those
offered by BPA, and notify PBL of its selection, by the later of:
(1) six months prior to the expiration of the 5-Year Rates; or
(2) thirty (30) days after the date BPA's initial proposal for successor
rates is published.
Otherwise the follow-on rate period and associated rates shall be the shortest
rate period and associated rates that are applicable to Ashland.
(d) Cost-Based Indexed PF Rate and Flexible PF Rate Option
None.
4. SPECIAL PF LOAD TREATMENT
(a) Annexed Loads
Ashland may make a written request for service to Annexed Loads, including
a planned date for such service. Annexed Load amounts that were served by
PBL under section 5(b) of the Northwest Power Act immediately prior to
becoming an Annexed Load will be provided service under rates, terms, and
conditions that, within the constraints of BP A's applicable policies, are as
comparable as possible to what such Annexed Load would have received if
the load had not become an Annexed Load. The Parties shall revise this
exhibit within 180 days of the request, to establish the rates, terms and
conditions for the requested service and to include monthly HLH and
LLH MWs in a table below. The table shall identify whether the amounts in
the table are deemed to be actual for billing purposes or whether the table is
an estimate with bills based on metered amounts.
(b) Environmentally Preferred Power
(1) Definitions
(A) "Environmental Attribute(s)" means the current or future
credits, benefits, emission reductions, offsets and allowances
attributable to the generation of energy from specific
renewable resources used to supply EPP. One megawatthour
of energy generation from a specified EPP resource is
associated with 1 megawatthour of Environmental Attributes.
(B) "Environmentally Preferred Power" or "EPP" means power
deemed to be generated by renewable resources that are part
of BPA's system power from one or all of the following
resources: Condon, Foote Creek I, Foote Creek II, Klondike I,
OOPB-12008, Ashland
Revision No.5, Exhibit A, Rate Commitments
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Klondike III, and Stateline wind projects. EPP includes the
associated Environmental Attributes from such resources.
PBL may: (i) replace or delete resources in this list if such a
resource is no longer available to PBL; and/or (ii) add
renewable resources to this list that qualify under the
Renewable Option to the Conservation Rate Credit (CRC) and
Conservation Acquisition Agreements (CAA) Implementation
Manual. Any such changes shall be noted in the annual report
PBL provides to Ashland about its EPP purchases as provided
in sections 4(b)(6) and 4(b)(7).
(C) "Renewable Energy Certificates" or "RECs" means the
certificates which document the creation and ownership of
Environmental Attributes.
(2) Environmentally Preferred Power (EPP)
PBL shall sell and Ashland shall purchase for Contract Years 2007
through 2009 (October 1, 2006 - September 30,2009), the EPP
amounts in the table below. PBL shall transfer the Environmental
Attributes associated with such EPP to Ashland pursuant to sections
4(b)(6) and 4(b)(7). Ashland shall pay a Green Energy Premium, or
its successor, in the amount of 10.50 dollars per megawatthour.
Contract Year aMW
2007 1.000
2008 1.000
2009 1.000
The Green Energy Premium shall qualify as an eligible expenditure
under the Conservation Rate Credit through Contract Year 2009, and
will be reflected as a separate line item on Ashland's monthly power
bill. .
(3) EPP for Contract Years 2010 - 2011
(A) For Contract Years 2010 through 2011, BPA shall make
available and Ashland may purchase EPP in an amount equal
to 1 aMW. Subject to inventory availability, Ashland may
purchase an additional EPP amount of 0.300 aMW for a total
of up to 1.300 aMW. Ashland must provide PBL written notice
on or before July 15, 2009, of its election to exercise this right
and purchase EPP. Such notice shall specify the amount of
EPP Ashland wishes to purchase for each Contract Year.
(B) BPA intends to sell such EPP at 10.50 dollars per
megawatthour Green Energy Premium, or its successor, except
such price may be changed due to a future section 7(i) rate
proceeding. If the Green Energy Premium is greater than
OOPB-12008, Ashland
Revision No.5, Exhibit A, Rate Commitments
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10.50 dollars per megawatthour, Ashland may elect not to
purchase EPP as provided under this Agreement and, as an
alternative, purchase from BP A under a separate agreement
RECs generated during Contract Years 2010 and 2011, priced
at 10.50 dollars per megawatthour, in a quantity equal to 1
aMW and subject to availability, an additional 0.300 aMW.
(C) Subject to inventory availability, Ashland may purchase
additional EPP, beyond that made available under section
4(b)(3)(A), at the then applicable effective Green Energy
Premium or its successor.
(4) Availability of EPP Mter Expiration of This Agreement
If BP A offers EPP for purchase after expiration of this Agreement,
then Ashland shall have the right to purchase an amount of EPP
equal to the average of Ashland's Contract Years 2010 through 2011
EPP purchases. Subject to inventory availability, Ashland may
purchase an additional EPP amount up to 30 percent of Ashland's
Contract Years 2010 through 2011 average purchase. The price for
EPP will be established subject to then applicable effective rates.
Ashland must provide PBL written notice on or before July 15, 2011,
if Ashland chooses to exercise this right. Such notice shall specify the
amount ofEPP Ashland wishes to purchase for each Contract Year.
(5) Northwest Public Interest Groups Endorsement
The resources listed in section 4(b)(1)(b), with the exception of
Klondike III, are endorsed by the Natural Resources Defense Council,
Northwest Energy Coalition, and Renewable Northwest Project
(Northwest Public Interest Groups) as being environmentally
preferred sources of electricity generation for electricity products.
Ashland may only use the following endorsement from the Northwest
Public Interest Groups to advertise, market, and promote EPP to
retail electric power consumers inside Ashland's service territory.
"The Condon, Foote Creek I, Foote Creek II, Klondike I, and Stateline
generating facilities are environmentally preferred sources of electricity
production, based on our independent review of environmental
impacts. "
(6) WREGIS Disclosure, Reporting, Adjustments, and Transfer of
RECs
As renewable resources associated with EPP (Condon, Foote Creek I,
Foote Creek II, Klondike I, Klondike III, and Stateline wind projects)
register with WREGIS, the RECs associated with generation from
those resources will be tracked and transferred through WREGIS.
Whenever possible, BPA shall use WREGIS to affect the transfer of
RECs associated with Ashland's EPP purchase.
OOPB-12008, Ashland
Revision No.5, Exhibit A, Rate Commitments
40f7
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BPA shall transfer to Ashland's WREGIS sub-account any RECs
associated with EPP purchased by Ashland during the preceding
calendar year. Such transfer will occur on or by April 15, 2009, and
by every April 15 thereafter until the earlier of: (A) the term of
Ashland's current or future EPP purchases under this Exhibit A or
(B) termination of Ashland's WREGIS sub-account agreement with
BPA, Contract No. 08PB-11992 (WREGIS Sub-Account Agreement).
The parties shall follow the REC retirement provisions contained in
Ashland's WREGIS Sub-Account Agreement.
(7) Other Disclosure, Reporting, Adjustments, and Transfer of
Environmental Attributes
Environmental Attributes associated with Ashland's EPP purchase
which are not tracked by WREGIS shall be transferred to Ashland
pursuant to this section 4(b)(7).
(A) By no later than 60 days after the end of each Contract Year
and again no later than 60 days after the end of each calendar
year, PBL shall provide Ashland with the following: (i) the
monthly amounts of EPP that were provided to Ashland by
each renewable resource; and (ii) the monthly power amounts
generated by each resource.
(B) If the EPP amounts provided to Ashland during a Contract
Year are less than the amounts specified in section 4(b)(2), the
difference shall be determined to have been served with
Contracted Power under the terms of this Agreement. Except
for the amounts of replacement EPP provided under section
4(b)(7)(C), PBL shall adjust Ashland's power bill after the end
of each Contract Year to account for such difference once the
power amounts provided by the resources during the Contract
Year are known.
(C) Ashland may request that PBL provide Ashland with EPP
contracted for during a Contract Year that was not provided.
Ashland must notify PBL of such request by no later than
two weeks after the notification specified in section 4(b)(7)(A)
is received. By no later than 90 days after the end of the
Contract Year, to the extent EPP is available, PBL shall
provide to Ashland EPP equal to the amount contracted less
the amount provided during the Contract Year. If sufficient
EPP is not available, PBL shall adjust Ashland's power bill
consistent with section 4(b)(7)(B).
(D) For Contract Years 2007 through 2009, if the six million dollar
cap on renewable claims under the Conservation Rate Credit is
reached and results in a pro rata reduction to renewable rate
OOPB-12008,Ashland
Revision No.5, Exhibit A, Rate Commitments
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credit claims, and Ashland has claimed this EPP purchase as
an eligible renewable energy resource for the renew abIes
option under the Conservation Rate Credit, then Ashland may
reduce its EPP purchase by a commensurate amount to
account for the pro rata reduction.
By August 1 prior to the beginning of the Contract Year, BPA
shall notify Ashland of the amount of pro rata reduction to the
total customer renewable rate credit claims in excess of six
million dollars. By August 15 prior to the beginning of the
Contract Year, Ashland shall provide PBL with a notice
exercising its option to reduce Ashland's EPP purchase subject
to the pro rata reduction.
(c) Returned Retail Load
Ashland may request service from PBL to serve Returned Retail Load. The
Parties shall revise this exhibit to establish monthly HLH and LLH MWs for
such service in a table below. The table shall identify whether the amounts
in the table are deemed to be actual for billing purposes or whether the table
is an estimate with bills based on metered amounts. PBL shall provide
service within 180 days of the request at rates BP A has established or
establishes as applicable to such loads. The rate treatment for such loads
shall continue through Contract Year 2006. Rate treatment after Contract
Year 2006 shall be determined in a future rate case.
(d) Load Previously Served By Ashland Northwest Power Act Sections
5(b)(I)(A) and/or 5(b)(I)(B) Resources
Ashland may request service from PBL to serve load that would otherwise be
served by Ashland's Northwest Power Act sections 5(b)(1)(A) resources and
5(b)(1)(B) generating resources and long-term contract resources that are
removed consistent with section 4(d) of Exhibit C, Net Requirements. The
Parties shall revise this exhibit to establish monthly HLH and LLH MWs for
such service in a table below. The amounts are deemed to be actual for
billing purposes. PBL shall provide service within 180 days of the request at
rates BP A has established or establishes as applicable to such loads. The
rate treatment for such loads shall continue through Contract Year 2006.
Rate treatment after Contract Year 2006 shall be determined in a future rate
case.
5. NEW LARGE SINGLE LOADS
(a) Ashland has no existing NLSL.
(b) Ashland may request service to a NLSL. The Parties shall revise this exhibit
to establish estimated monthly HLH and LLH MWh for such service in a
table below. If Ashland chooses to serve the NLSL with a resource the
resource shall be added consistent with section 4(f) of Exhibit C, Net
Requirements. The total amount subtracted from Total Retail Load in
OOPB-12008, Ashland
Revision No.5, Exhibit A, Rate Commitments
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section 4 of the body of this Agreement shall be the metered amount of the
load. The same metered amount shall be used by PBL for billing purposes
when PBL serves the entire NLSL.
6. REVISIONS
If this exhibit is inconsistent with BP A's 2002 PF Power Rate Schedule as finally
approved by FERC, the Parties shall make a good faith effort to amend this exhibit
so that it is consistent.
The Parties shall update this exhibit to reflect necessary changes to establish new
rate choices consistent with the applicable future rate cases. This shall be done by
mutual agreement except as allowed in section 3 of this exhibit.
CITY OF ASHLAND, OREGON
By
UNITED STATES OF AMERICA
Department of Energy
Bonneville Power Administration
Name
~-1- ~
(Signature)
Name Tina Ko
(Print / Type)
Title
City Administrator
Title Account Executive
Date
~j/J~;-
Date ~\)~
OOPB-12008, Ashland
Revision No.5, Exhibit A, Rate Commitments
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Contract No. 08PB-11992
WREGIS SUB-ACCOUNT AGREEMENT
executed by the
BONNEVILLE POWER ADMINISTRATION
and
City of Ashland, Oregon
This WREGIS Sub-Account Agreement ("Agreement") is executed by the UNITED
STATES OF AMERICA, Department of Energy, acting by and through the
BONNEVILLE POWER ADMINISTRATION (BPA) and CITY OF ASHLAND, OREGON
(Ashland), a municipality, organized and operating under the laws of the State of
Oregon. BP A and Ashland are sometimes referred to individually as "Party" and
collectively as "Parties."
This Agreement sets forth the terms and conditions under which BP A will
establish and account for Renewable Energy Certificates (RECs) generated by BPA's
system on behalf of Ashland in the Western Renewable Energy Generation Information
System (WREGIS).
RECITALS
WREGIS is an independent, renewable energy tracking system for the region
covered by the Western Electricity Coordinating Council (WECC). WREGIS tracks
renewable energy generation from units that register in the system using verifiable data
and creates RECs for this generation. Participation in WREGIS is voluntary.
On June 26,2008, BPA executed the WREGIS Account Holder Registration
Agreement, Contract No. 08PB-11957 (also referred to as the "Terms of Use Agreement"
or "TOU") with WECC and has been assigned a WREGIS account for creating,
registering, tracking, and transferring RECs. Within BPA's WREGIS account, BPA may
. establish sub-accounts in the name of specific BP A customers for the purpose of
reserving and/or Retiring RECs that such customers receive from BP A.
The Parties agree as follows.
1. TERM AND TERMINATION
This Agreement shall take effect on the date executed by the Parties and will last
until the earlier of: a) the date Ashland's own WREGIS account is established, b)
September 30,2028, or c) early termination as provided below.
With a minimum of ninety (90) days written notice, either party may terminate
this Agreement; however, such termination will only become effective on
December 31 of the calendar year in which such notice is given. Upon notice of
Ashland's termination, BP A will:
--~-T----
a) Transfer RECs into Ashland's WREGIS account; or
b) In the absence of notification that Ashland has established its own
WREGIS account, Retire all RECs remaining in Ashland's BPA sub-
account on Ashland's behalf.
BP A will complete such transfer or Retirement by no later than April 15 of the
calendar year following the year in which the termination notice is given.
Consistent with section 3(i), Ashland will reimburse BPA for all WREGIS fees
incurred pursuant to this section 1.
2. DEFINITIONS
"Environmental Attribute(s)" means the current or future credits, benefits,
emission reductions, offsets and allowances attributable to the generation of
energy from a specific renewable resource(s). One megawatthour of energy
generation from such renewable resource is associated with 1 megawatthour of
Environmental Attributes.
"Renewable Energy Certificates" or "RECs" means the certificates that document
the ownership of Environmental Attributes.
"Retire" means an action taken to remove a REC from circulation within the
WREGIS system.
"Share of RECs" means that which is described in the contract Ashland executes
with BPA for the purchase of Firm Requirements Power for October 1, 2011
through September 30, 2028.
"Vintage" means the month and year of the generation period for which a
WREGIS Certificate is created.
3. REQUIREMENTS
(a) Within BPA's own WREGIS account, BPA will establish a sub-account in
the name of Ashland.
(b) Ashland authorizes BPA to act as its sole agent for purposes of accessing
Ashland's sub-account
(c) BPA will provide Ashland read-only access to Ashland's sub-account.
(d) Each reporting period, BPA will transfer Ashland's Share ofRECs into
Ashland's sub-account.
(e) BPA will Retire RECs on Ashland's behalf upon receipt of written notice
from Ashland requesting retirement. Such notice shall identify the REC
quantity and Vintage as well as the name of the renewable project which
generated the RECs.
08PB-11992, City of Ashland, Oregon
2
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(f) Ashland understands that BP A is establishing a sub-account in the name
of Ashland solely for the purpose of reserving and/or Retiring RECs that
Ashland receives from BP A. If Ashland wishes to sell and/or purchase
RECs outside of the share it receives from BP A, Ashland agrees to
establish its own WREGIS account for those purposes and to be
responsible for any fees associated with that WREGIS account.
(g) By executing this Agreement, Ashland gives their consent to be bound by
the TOU (incorporated by reference herein) and any subsequently
executed versions thereof. Ashland agrees to the terms, conditions,
requirements, fees and limitations contained therein.
(h) Any WREGIS fees associated with the transfer ofRECs into Ashland's
sub-account will be borne by BP A.
(i) Any WREGIS fees associated with Ashland's Retirement ofRECs or
Ashland's transfer of RECs out of Ashland's sub-account into another
WREGIS account will be borne by Ashland. Ashland shall reimburse BPA
for the full amount of any fees specified in this section 3(i) paid by BP A to
WREGIS on Ashland's behalf. Such reimbursement shall be effectuated
through a charge on Ashland's bill pursuant to the payment terms and
conditions specified in Ashland's Power Sales Agreement No. OOPB-12008
or successor contract executed between BP A and Ashland.
4. SIGNATURES
The Signatories represent that they are authorized to enter into this Agreement
on behalf of the Party for whom they sign.
CITY OF ASHLAND, OREGON
By
UNITED STATES OF AMERICA
Department of Energy
Bonneville Power Administration
c~;;;;.,~
Name Tina Ko
(Print / Type)
Title
City Administrator
/tlkdr
Title Account Executive
Date
Date -3.! 2-0\ l. (:) 'k'
08PB-11992, City of Ashland, Oregon
3
Western Renewable Energy Generation
Information System
WREGIS
ACCOUNT HOLDER REGISTRATION AGREEMENT
(Also referred to as the "TERMS OF USE")
June 22, 2007
Revised May 1, 2008
Jut 3 1 REC1J
08PB-11957
TABLE OF CONTENTS
ACCOUNT HOLDER REGISTRATION AGREEMENT OR TERMS OF USE ................................ 1
(1 ) Parties ......-. ......'. ...............'........ .-............... ...-........ Ii .... ...'. ._...... ...... IM._.......... ...'...... .ii..... ._... ._......_.... .'..... ....
..... 3
(2) Acceptance of Terms............................. .... ....... ...................... ........................ ............ .......... 3
(3) ServIce Descriptio n . .... ........... .... ....... ........ ... ... .......n... .... .... .... ........... ............. ............ ...... .... 5
(4) Output Reporting ........ ......... ............ ..... ............. ........ ........ .................. ....... ......... ........ ........... 6
(5) Authorized Users ........ ............ ........... ....... ............... ............ ........ ................... ..... ................. 6
(8) Grant..... ..... .-.. ................. ...... .... ........ ..-. ............ ........ ....... ....... .... ........ ........ ............. n. .............. 8
(7) Fees ... ........... ........... ... ............. .... ... ...... .............. ..... ....... ... ............. ... ....... ............ ............. .... 1 0
(a) Payments and Taxes ............................................................................................................... 11
(9) late Fees ......... u......................... ...................... ....... ............................... ................ ............. 11
(10) Term and Termination ..................................................................................................... 12
(11) Ownership and Uses of Data.......................................................................................... 13
(12)1 nle Ilectual Prope rty .......... ............... ..... ... ....... ..... ............... ........... .... .......... ......... .......... 14
(13) Confidentiality .... ......... ...... ........... ........... ............. ... ........ ......... ....... ......... ....................... 14
(14) limited Warranty; Disclaimer of Warranty.................................................................... 17
(15) Disclaimer of Responsibility for Message Boards and Links.................................... 18
(16) Limitation of Uabllity; Ren1edies .................................................................................. 19
(17) Passwords .......... ........................... ........................... ........ ........... .... ....... .......................... 19
(18) Vlruses ................. ... .... ........ .... ..... ........'. ....... .... ....... ............... ..... ..'............ .......... ................. ....... 20
(19) No Assignment. Transfer, or Encumbrance by Account Holder ............................... 20
(20) Force Majeure- ............... ........ ....... ............ ........ .......... ............ ................... ............ .......... 20
ii
WREGIS Account Holder Registration Agreement
Revised May i. 2008
08PB-11957
(21) Default; Remedies; Nonwaiver of Default .................................................................... 20
(22) Waiver .... ..... ........ ....... .... .............. .............. ......... .......... ............. .......... ................ ............ 22
(23) Governing Law ........ ......... ...... ............ ...... ,n ....... ....... ..................... ........ .............. n.. ........ 23
(24) Dfs pule Resaluti on .. .... ........... ........... ............ ..... .................. ......... .... ............................. 23
(25) Audit; Continuing Duty to Report Errors; Audit Standard ......................................... 25
(26) Order of Precedence ...................................................................................................... 26
(21) Severability..... .... ... ...~.... ..... ........ ......................... ..-.... ................... ......... ............ ... .... ....... 26
(28)N otlces .... .... ...... ........ n'" ... ..... ..... ....................... .... .... ............. ... ......... ...... ........, ........ ....... 26
(29) Capitalized Terms............. ..... ..... ..... .................. ............ ........ ..... ... ......... ............. ...... ...... 27
(30)Enti re Agreement..... ..... ..... ...... ........... ... ...... ................. ................. ............. ........... ......... Z1
A'TTACHMENT 1: Definitions ... ............... .......... .............. ................. .......................................... 29
iii
WREGIS Account Holder Registration Agreement
Revised May 1,2008
08PB-11957
ACCOUNT HOLDER REGISTRA TION AGREEMENT OR TERMS
OF USE JUN 2 6 2008
This Account Holder I'Registration Agreement (Agreement) is entered into on this
date ('//70 I (J :f byaJ1d between (enter the legal n~n.te of the
Account Holder) . ,. l.t: (7,-(1-( J" A. 1'1',7;; . -<r}e!J' "-having its
principal plaa:.of busi!1e~s ~t (address. 'tyl ~tate an zip} ~~~YV/~
V /1./ Ie / I -I J1 r ~.~ ~'rIa4'f'/' it.... z z ~
(Account Holder) and the Westem Electricity Coordinating Council (WECC),
having Its principal place of business at 615 Arapeen Drive, Suite 208.
Salt Lake City, Utah, 84108-1262. The Account Holder Registration Agreement
is abbreviated throughout as "T erms of Use" or "Agreement." Capitalized terms
usedthroughout.thedocument have the meanings given when introduced or in
Attachment 1- Definitions.
Recitals
WHEREAS:
1, TheWestem Renewable Energy Generation Information System
(WREGIS) is an Independent and automated web-based renewable
energy registry and tracking system that receives Data on renewable
energy generation, creates merchantable renewable energy certificates
("RECs" or "Certificates"), registers the transfer of Certificates within and
without the WREGIS system, and allows reporting on such transfers.
When used herein, -WREGIS" is meant to encompass aU hardware,
software, and interfaces that are used in the operation of and/or that
comprise the system and are made available to Account Holders by
WECC under this Agreement. A Certificate is created in increments of
one megawatt hour (MWh) of reported renewable energy generation.
2. WREGIS covers the same geographic region as the Western
Interconnection and WECC. WREGIS will issue Certificates for registered
renewable energy Generating Units located within the Western
Interconnection and for registered renewable energy Generating Units
located in states and provinces within WECC.
3. WREGIS Is not a trading system for either RECs or energy but instead
emulates a banking system. WREGIS Certificates are the currency of the
banking system and may be used to verify compliance with state and
provincial policy mandates, and to protect the integrity of VOluntary green
power markets.
4. WREGIS is a joint effort of the Western Govemors. Association, the
Western Regional Alr Partnership and the California Energy Resources
Conservation and Development Commission (Energy Commission),
1
WREGfS Account Holder Registration Agreement
Revised May 1,2008
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08PB-11957
collectively known as the Founding Sponsors. WECC has agreed to be
the institutional home of WREGIS, and the Energy Commission has
agreed to provide funding for WREGJS development and initial operations
atWECC. WREGIS is intended to be financially self-supporting through
fees paid by Account Holders.
5. A goal ofWREGI5 is to provide accurate and reliable Certificates
reflecting actual renewable energy generation. WREGIS is intended to be
policy neutral and will not determine whether Certificates are eligible for
particular regulatory programs or voluntary markets.
6. Another goal of WREGIS is to protect against double or multiple counting
of the same renewable energy . The Energy Commission is sponsoring
WREGIS to meet California's legislative mandates to ensure that
renewable generation output sold in Califomia is counted only once for the
purposes of the renewables portfolio standard (RPS) in California or any
other state.
7. WREGIS is not intended to establish legal title to Certificates but instead
to accurately track who is registered as possessing Certificates. Persons
must address any issues regarding ownership or, security interests in the
Certificates outside of WREGIS.
8. Any person who wishes to use WREGIS must register as an Account
Holder and establish an account within WREGIS.
9. AU Account Holders must enter into this Agreement with WECC before
using WREGIS. Only Account Holders may create or register Certificates.
10. WECC administers WREGIS consistent with WECC's Bylaws and
reliability mission, and is subject to obligations set forth in a contract
between WECC and the Energy Commission, which is posted at the
WREGfS Website: www.wreais.ora.
11. WREGIS is govemed by the WREGIS Committee, which is a committee of
the WECC Board of Directors, and is established under WECC's Bylaws.
A Charter approved by the WECC Board of Directors authorizes
governance by the WREGIS Committee. The WREGIS Committee
represents both industry and governmental interests.
12. The WREGIS Director oversees the day...to-day operations of WREGIS.
TheWREGIS Director is employed by WECC to manage WREGIS on
behalf of WECC. The WREGIS Director is assisted by the WREGIS Staff
and where necessary I contracts with service providers to perform the
program and administrative operation functions needed to support the
information system and WREGIS participants. Initially. the Energy
2
WREGIS Account Holder Registration Agreement
Revised May 1, 2008
r---
08PB-11957
Commission has contracted with APX. Inc. to provide the software
(including technical operations and maintenance) and to host web
services for the software..
13. WREGIS accounts can be accessed only by using the secure WREGIS
Website. An Account Holder must be approved by the WREGIS Director,
must agree to this Agreement, must abide by the Operating Rules, must
follow applicable Interface Control Documents, and must pay the fees
required by this Agreement. An Account Holder will be able to access its
WREGIS accounts and Data on the WREGIS Website by logging into
WREGIS using its username and password.
14. Some Generator Owners or their duly authorized agents may agree with
their Balancing Authority for the Balancing Authority to act as their
Qualified Reporting Entity in order to report their respective Output to
WREGIS. A Balancing Authority Account Holder may report Output on
behalf of Generator Owners or their duly authorized agents that have
designated the Balancing Authority Account Holder as their Qualified
Reporting Entity.
15. This Agreement states the terms and conditions for registering renewable
energy Generating Units and establishing an account with WREGIS.
NOW, THEREFORE. acknowledging that the success of WREGIS will depend on
the truth, accuracy and completeness of the dedarations made below and on
these terms and conditions, the undersigned agree and represent that:
(1) Parties
This is a binding contract between the Account Holder and WECC. Account
Holder and WECC are individually referred to herein as "PartY' and
collectively as "Parties. It
(2) Acceptance of Terms
a. Account Holder.s use of WREGIS (including the secure WREGIS Website
located online at www.wreais.ora) is subject to the following Agreement
(and as it may be modified from time to time).
b. Subject to the provisions of Section 2(e), by accessing its account through
the secure WREGIS Website, Account Holder accepts and agrees to be
bound by this Agreement. Account Holders use of WREGIS is governed
by the version of the Agreement in effect on the date the WREGIS
3
WREGIS Account HofderRegistration Agreement
Revised May 1, 2008
T--
08PB-11957
Website is accessed by Account Holder. Account Holder agrees to
comply with the requirements of this Agreement and. in the event of a
failure to comply, agrees to be subject to the default and termination
provisions of thisAgreement.WECC will maintain ,8 copy of the current
version of this Agreement on the WREGIS Website..
c. Subject to the provisions of Section 2(e), by signing this Agreement,
Account Holder is also subject to the WREGIS Operating Rules in effect
on the date the secure WREGIS Website is accessed by Account Holder.
Account Holder agrees to comply with the requirements of the Operating
Rules and. in the event of a failure to comply, agrees to be subject to the
default and termination provisions of this Agreement. Each and all of the
provisions of the Operating Rules are hereby incorporated by reference
into this Agreement as though set forth fully herein. WECC will maintain a
copy of the current version of the Operating Rules on the WREGIS
Website.
d. Subject to the provisions of Section 2(e). by using WREGIS. Account
Holder is also subject to the protocols of the Interface Control Documents
in effect on the date the secure WREGIS Websiteisaccessed by Account
Holder. Account Holder agrees to comply with the requirements of the
applicable Interface Control Document and. in the event of a failure to
comply, agrees to be subject to the default and termination provisions of
this Agreement. Each and all of the provisions of the Interface Control
Documents are hereby Incorporated by reference into this Agreement as
though set forth fully herein. WECC will maintain a current copy of the
Interface Control Documents on the WREGIS Website.
e.. WECC or its successors in interest. if any, may modify or amend this
Agreement, Op~rating Rules. or Interface Control Documents at anytime,
upon providing (1) a minimum of 15 days prior written notice to the
Account Holder if such modification or amendment is a technical change
necessary for the continued operation of WREGIS and, (2) a minimum of
60 days prior written notice to the Account Holder for any other proposed
modification or amendment. Such notices shall contain the terms of the
proposed modification or amendment. If practicable. such process shail
(a) provide for at least a 30--day period for consideration of the proposed
amendment prior to its adoption and, (b) afford each Account Holder with
a reasonable opportunity to participate in such proceedings. Account
Holder agrees that by accessing its account through the secure WREGIS
website-after having received appropriate written notice of the
modification of the Agreement, Operating Rules, or Interface Contror
Documents in accordance with this Section 2-Account Holder signifies
agreement to be bound by the modified Agreement. Operating Rules, and
Interface Control Documents.
4
WREGIS Account Holder Registration Agreement
Revised May 1, 2008
08PB-11957
f. If at any time Account Holder no longer agrees to this Agreement. the
Operating Rules, and the Interface Control Documents-as each is
currently written or as they may be modified in the future-Account Holder
shaH provide written notice to WECC, in accordance with Section 10(c), of
its termination of this Agreement and shall cease to access or otherwise
use WREGIS and the secure WREGIS Website. but shall be entitled to a
final statement of the Account Holder's account and other information
reasonably requested by the Account HOlder,incfuding an accounting of
the number of Certificates attributable to the Account Holder.
(3) Service Description
a. WREGIS is an independent, automated, web-based, renewable energy
registry and tracking system that receives Data on renewable energy
generation, logs generation Data, allows for the review andlor dispute of
Output, uses the Output for issuing WREGIS Certificates and tracks, via
Certificates, renewable energy transactions occurring within the Western
Interconnection.
b. WREGIS allows for differentiated roles and permissions for various types
of authorized Account Holders of the system as to management of
accounts, Data access and reporting as more funy specified in the
Operating Rules.
c. WREGIS Will produce electronic Certificates based on Output. A WREGIS
Certificate represents aU of the attributes from one MWhof electricity
generation from a renewable Generating Unit registered with the WREGIS
tracking system. One Certificate will be created for each whole MWh of
renewable energy that is produced.
d. Each account will have sub-accounts established to allow the Account
Holder to transfer Certificates. The rules on sub-accounts are specified in
the Operating Rules.
e. Account Holder agrees that WREGIS does not establish legal title to
Certificates in any form. Any issues that might arise regarding the
ownership or security interest in Certificates. or whether the transferred
-Certificate is considered a 'forward contract' under the laws of a state or
the laws of the United States. will be addressed by the Account Holder
outside of WREGIS. WECC will not address any such ownership issues
or have liability with respect to any such ownership issues.
5
WREGIS Account Holder Registration Agreement
Revised May 1, 2008
08PB-11957
(4) Output Reporting
a. WREGIS issues Certificates only for Output. It is the responsibility of the
Generator Ovvner and/or its agent to supply Output in accordance with the
timelines incorporated in theWREGIS Operating Rules. If the Qualified
Reporting Entity, designated reporting entity (using protocols described in
an Interface Control Document), a Self-Reporting Interface, or Account
Holder or its Agents or assigns fails to supply all required Output on
registered Generating Units to WECC according to the dates specified in
the Operating Rules, the Account Holder and Generator Owner will
automatically be notified of the missing Output. The WREGIS Diredor
may reque$t submission of reasonable and consistent supple.mental or
additional Data from the Account Holder responsible for the Generating
Unit in order to secure the missing Output.
b4 If the WREGIS Director detennines that Data from an Account Holder is
required for the determination of compliance by another Account Holder
with this Agreement, Operating Rules, or Interface Control Documents; the
WREGIS Director shall so notify the Account Holder and the Account
Holder shall have 30 days from such notice, ora mutually agreeable
extension thereof, to provide the requested Data. to the WREGIS Director.
An Account Holder may also request the WREGIS Director to request
from another Account Holder, Output or Data required for the requesting
Account Holder's compliance; however. such a request shall not relieve
the Account Holder of any obligations to provide requested Output.
c. If any Data is requested of Account Holders that is not listed In Section
13(b) or Section 13(c), such request will first be submitted to the WREGIS
Committee for review and action. The WREGIS Committee will notice and
hold a public WREGIS Committee meeting to discuss the request and will
make a determination of the confidentiality status of any new Dala being
requested. If approved, the request is subject to the WREGISchange
control procedure as detailed in the Operating Rules.
(5) Author/zed Users
a. An Account Holder can be any Person with the capacity to sue or be sued
under the law of a state or a federal government. An Account Holder may
include one or more of the following types of organizations or entities:
Generating Unit owner or representative. Generator Unit aggregator,
community choice aggregator, small utility aggregator. investor -owned
utility (IOU), municipal utility, rural electric cooperative, irrigation district,
electricity service provider, joint power authority, retail marketer, broker,
tribal organization, customer-owned utility, public interest organization,
6
WREGtS Account Holder Registration Agreement
Revised May 1. 2008
08PB-11957
federal marketer/power administration, wholesale marketer, state program
director, provincial program director, qualified independent party,
Balancing Authority, other load serving entity, or other legal entity.
b. An Account Holder who has account Registration and permissions for an
account may designate a Person outside of the Account Holder's
organization to serve as an Agent or other authorized user on the account
This is accomplished by the Account Holder submitting a Notice of Agent
Designation. The Agent shall have only those WREGlS permissions and
privileges as expressly granted by the Account Holder in the Notice of
Agent Designation. The Notice of Agent Designation shall not be effective
until written acknowledgement is issued by WECC. Such Notice of Agent
Designation must. be revoked by written notification from the Account
Holder in the Notice of Agency Termination. In such event, the Account
Holder will provide such written notification to WECC and such termination
of the Notice of Agent Designation win not be effective until written
acknowledgement is issued by WECC. Such acknowledgement will be
made to the Account Holder by the WREGIS Director within five business
days of WECC's receipt of written notification of revocation of the Notice of
Agent Designation.
c. The rights granted herein are granted only to Account Holders and their
Agents. In the case of an Agent, the terms of the Notice of Agent
Designation specify who is to pay WREGIS fees to WECC. In the case of
an assignment of Registration permissions by a Generating Owner, the
Notice of Assignment of Registration Rights specifies that the Assigned
Account Holder (the one registering the Generating Unit) is to pay to the
WECC registration fees, if applicable. If an Affiliate wishes to use
WREGIS, It must apply for its own Registration, agree to this Agreement,
abide by the Operating Rules, follow the applicable Interface Control
Document, and pay the required fees.
d. The rights and obligations of this Agreement shall run to the named
Parties and their Agents for those WREGISpermissions and privileges
expressly granted to the Account Holder.
e. The Account Holder agrees that any of its employees or Agents .to whom
the Account Holder has provided access to WREGlS will fully comply with
this Agreement, Operating Rules and the applicable Interface Control
Documents. and further agrees to make such compliance a condition of
any agreement that Account Holder may create for this purpose.
7
WREGIS Account Holder Registration Agreement
Revised May 1. 2008
OBPB-11951
(6) Grant
a. WECC grants to Account Holder,and its authorized agents, a non-
exclusive non-transferable license to use WREGIS Software at the
WREGISWebsite subject to this Agreement. Operating Rules and
Interface Control Documents in force. Before granting Account Holder
access, Account Holder shall (1) complete and submit this Agreement to
the WREGIS Director, (2) complete and submit Account Holder
Registration Data (on-line after obtaining temporary status to use
WREG.IS as a Registrant) to the WREGIS Director, and (3) pay the
applicable fees due under this Agreement and Operating Rules.
b. Account Holder's use under the license shall be subject to the following
limitations:
(i) Account Holder shall oat (a) loan, share, publish. republish,
disclose. transmit. display, sell,. license. lease or distribute any
portion of WREGIS Software to any third party, (b) disassemble,
decode, decompile or otherwise reverse engineer, copy,
reproduce WREGIS Software, or (c) loan. share, publish,
republish, disclose, transmit, display, sell, license. lease,
distribute, disassemble, decode, . decompile. reverse engineer,
copy. reproduce, or useWREGIS as a basis for a directory or
database prepared for commercial sale or distribution. Account
Holder shall not modify the format of any WREGfS generated
report, but such restriction does not include the infonnation
contained therein.
(ii) Account Holder shall not remove any copyright. trademark, or
other proprietary notices contained in WREGIS.
(in) Account Holder shall not knowingly infringe or misappropriate
WREGIS Software.
(iv) WECC represents and warrants that it has received from the
Energy Commission, all necessary rights to allow Account Holder
to use WREGIS in accordance with this Agreement.
c. WECC reserves all rights in WREGIS not expressly granted to Account
Holder in this Agreement. Account Holder acknowledges that the
WREGIS Software does not belong to Account Holder. Except as
provided in this Agreement. Account Holders shall not obtain, have. or
retain any right, title, orintere.st in or to WREGIS or the WREGIS Software
or any part thereof pursuant to this Agreement.
8
WREGIS Account Holder Registration Agreement
Revised May 1,2008
08PB-11957
d. In using the WREGIS Website, Account Hotderagrees:
(i) Not to disrupt or interfere with the security of, or otherwise abuse,
WREGfS or any services. system resources. accounts, servers,
or networks connected to or accessible through the WREGIS
Website. or affiliated or linked sites;
(ii) Not to disrupt or interfere with any other user's use and enjoyment
of the WREGIS Website or affiliated or linked websites;
(iii) Not knowingly to upload, post, or otherwise transmit through or on
the WREGIS Website any viruses or other harmful. disruptive. or
destrudive files;
(iv) Not to copy, use. frame, or utilize framing techniques to enclose
any WREGIS or WECO trademark, loga,or other proprietary
information (including the images found at the WREGIS Website,
the content of any text or the layout/design of any page or form
contained on a page and expressly excluding information
contained in reports) withoutWECC's express prior written
consent;
(v) Not to use meta tags. cookies, or any other "hidden text" created
by Account Holder utilizing the WREGIS or the WECC name,
trademark or product name without WECC's express prior written
consent;
(vi) Not to.deeplink" to the WREGIS Website withoutWECC's
express prior written consent;
(vii) Not to create or use a false identity on the WREGIS Website;
(viii) Not to attempt to obtain unauthorized access to the WREGIS
Webs.ite or portions of the WREGIS Website that are restricted
from general access or portions of the WREGIS Websitethat are
assignedspeciflc Account Holder access permissions outside of
the Account HOlder's own access permissions;
(ix) Not to post any material that is knowingly false or defamatory I
inaccurate, abusive, vulgar, hateful, harassing, obscene, profane,
sexually oriented, threatening, invasive of a person's privacy, or
otherwise In violation of any law;
(x) Not to post any copyrighted material unless the copyright is
owned or lawfully licensed by Account Holder or by WECC; and
9
WREGIS Account Holder Registration Agreement
Revised May 1, 2008
08PB..11957
(xi) In addition. Account Holder agrees to comply with all applicable
local, state, national, and intemationallaws and regulations,
including but not limited to United States export restrictions, that
relate to use of or activities on the WREGfS Website.
(7) Fees
Account Holder agrees to pay all applicable Fees, induding Annual Fees and
Volumetric Fees, collectively referred to herein as the "Fees", that WECC
charges for using WREGIS. AU Volumetric Fees will be calculated monthly.
Fees may change from time.to time. WECC may, at its sole discretion, increase
or decrease the Fees at any time, upon providing 60 days' prior notice to the
Account Holder. WECCshall notify Account Holder of anyWECC process to
change the Fees by first publishing the notice on the WREGIS Website. If
practicable, such process shall (a) provide for at least a30 day period for
consideration of the proposed change prior to its adoption; and (b) afford each
Account Holder with a reasonable opportunity to participate in such proceedings.
Any changes in the fee structure will be publicly noticed and discussed at a
publicWREGIS Committee meeting and approved by the WREGIS Committee
prior to beingirnplemented.ln no event shalt any portion of the Fees paid to
WECC be prorated or refunded to Account Holder upon termination of the
Agreement. Likewise, Account Holder's obligation to pay any and all Fees due to
WECC shall survive the termination of such use or access.
a. A schedule of Fees to be charged each type of Account Holder will be
posted on the publicly accessible WREGIS Website. Initially, WECC will
charge most Account Holders both an Annual Fee and a Volumetric Fee.
The fee matrix on theWREGIS Website details which fees each type of
Account Holder will be charged.
b. Annual Fees will be calculated in the anniversary month that the account
was approved. The full payment of the Annual Fee will be required prior
to the WREGIS Directorts approval of the New Account Registration.
c. No Annual Fee will be charged to: (1) non-transacting state, provincial, or
federal regulators; (2) Qualified Reporting Entities whose sole purpose is
to report generation output on behalf of a Generating Unit that is not
owned by the reporting entity (e.g., the Ca\ifomia Independent System
Operator Corporation); and (3) voluntary program directors, such as;
Green-e. Low-Impact Hydro, or Ecologo.
d. Certificate Issuance Volumetric Fee. WECC shall assess Account
Holder a Volumetric Fee for the issuance of a Certificate. Account Holder
shall pay a fee per MWh of issued WREGIS Certificates. The Certificate
Issuance Fee shall be calculated monthly based on the number of
Certificates issued.
10
WREG1S Account Holder Registration Agreement
Revised May 11 2008
08PB-11957
e. Certificate Transfer Volumetric Fee. WECCshaU assess Account
Holder a Volumetric Fee for the transfer of a Certificate from one Account
Holder to another. The Account Holder initiating the transfer shall pay the
Fee on each Certificate transferred to another Account Holder, whether
the transfer is scheduled (Standing Order Transfer or Forward Certificate
Transfer) or non-scheduled (ad hoc). The Certificate Transfer Fee shall be
calculated monthly based on the number of Certificates of which the
transfer was initiated by the Account Holder and accepted by the intended
recipient.
f. Certificate Retirement, Reserve, or Exported Volumetric Fee. WECC
shall assess a Volumetric Fee for retiring, reserving, or exporting a
Certificate. All Account Holders that retire, reserve, or export Certificates
shall pay the Volumetric.Fee on. each Certificate retired, reserved, or
exported. The Certificate Retirement, Reserve, or Export Fee shall be
calculated monthly based on the number of Certificates retired, reserved,
or exported.
(8) Payments and Taxes
The Fees shall be non-refundable and are due and payable within 30 days from
the date of WECC's invoice. Account Holder will pay all applicable sales, use,
value added taxes, and other taxes levied in connection with Account Holder's
use of WREGIS. other than taxes based on the income of WECC.
(9) Late Fees
Account Holder acknowledges that late payment of any Fees owed to WECC
may causeWECC to incur extra administrative and other costs and expenses. If
Account Holder faUs to pay any amounts or charges that Account Holder Is
obligated to pay under the terms of the Agreement within fifteen days of the due
date, then Account Holder shall be responsible to pay to WECC a late fee equal
to one and one-half percent (monthly interest rate) computed on the overdue
amount. Account Holder reserves the right to dispute the amount of the
Volumetric Fee charges for a period of 90 days following payment by .Account
Holder. Acceptance of any late fee shall not constitute a waiver of Account
Holder's default with respect to such late payment, nor prevent WECC from
exercising any other rights or remedies available to WECC under the Agreement
or applicable law.
11
WREGIS Account Holder Registration Agreement
Revised May 1. 2008
______,___ -----0---- _____________ _________________
08PB..11957
(10) Term and Termination
a. Term. This Agreement becomes operative on the date on which Account
Holder has (1) completed and submitted to the WREGIS Director Account
Holder Registration Data (on..line after obtaining temporary status to use
WREGIS asa Registrant). (2) indicated oothe WREGIS Website Account
Holder's unqualified acceptance of this Agreement. (3) paid aU Fees due
under this Agreement and Operating Rules, and (4) submitted to the
WREGIS Director two signed copies of this Agreement. This Agreement ·
shall continue in effect until one. of the Parties terminates this Agreement
pursuant to the terms of this Section 10 (Term and Termination), or the
Agreement expires or terminates by operation of law pursuant to the terms
of this Section.
b. Termination for Default. If WECC finds Account Holder in default in the
performance of any of itsobtigations under Section 21 (Default;
Remedies; Nonwaiver of Default) of this Agreement, WECC may
terminate this Agreement, including Account Holders access to WREGIS.
upon giving 15 days written and electronic notice to Account Holder and
an opportunity to cure in accordance with Section 21(a) hereof, unless
otherwise provided herein.
c. Termination for Convenience by Either Party. Either Party to this
Agreement may terminate this Agreement and Account Holder's access to
WREGIS. without cause. by providing at least 60 days written notice to the
other Party. Account Holder's obligation to pay any and all Fees due to
WECCshaU survive the termination of such use or access.
d. Termination Required by Law. WECC may terminate access to or
Account Holder may cease use of WREGIS if required to do so by any
statute, regulation,tariff, order, or ordinance enacted by a governmental
authority having jurisdiction over Account Holder or WECC. or by any
order or other decision of a court of law or governmental agency, as
required by said statute. regulation. tariff, ordinance, order, or decision. At
least 60 days written notice of said termination of access or cessation of
use of WREGISshall be given by the Party terminating the access to. or
ceasing the use of, WREGIS under this subsection, unless a shorter
notice period is required or permitted by the applicable statute. regulation,
ordinance, order, or decision.
e. Provisions that Survive Termination. The following Sections survive
termination of this agree.ment: Sections 7 (Fees). 10 (Term and
Termination). 11 (Ownership and Uses of Data), 12 (Intellectual Property),
12
WREGIS Account Holder Registration Agreement
Revised May 1, 2008
-----T------- - -....
08PB-11957
13 (Confidentiality), 14 (Limited Warranty; Disclaimer of Warranty).
15 (Disclaimer of ResponsibiUtyfor Message Boards and links),
16 (Limitation of Liability; Remedies), 19 (No Assignment, Transfer, or
Encumbrance by Account Halder), 20 (Force Majeure), 21 (Default;
Remedies; Nonwaiver of Default), 22 (Waiver), 23 (Governing Law),
24 (Dispute Resolution), 25 (Audit; Continuing Duty to Report Errors; Audit
Standard), 27 (Severability), and Attachment 1 (Definitions), and any other
provisions which reasonably should or must survive termination or
expiration of this Agreement. or which it is reasonable to conclude that the
Parties intended to survive termination or expiration of this Agreement,
shall survive termination of the Agreement.
f. Reinstatement. WECO,at Its sole discretion, may reinstate an Account
Holder's access to WREGIS after the account has been terminated for
Account Holder's Default, upon a determination that the problem that led
to the Account Holder's termination has been satisfactorily resolved.
There is no limit on the amount of time that WECO may place an Account
on inactive status. If the Account Holder passed the date for his/her
annual registration update while in tennination.the Account Holder must
update registration data before the WREGIS Director will reinstate any
permission to access or use WREGIS. A new account must be created
for this Account Ho.lder and approved by the WREGIS Director for the
Account Holder to have any permission to access or use WREGIS, at
which time all forms must be resubmitted and the annual Account Holder
fee must be paid.
g. Termination due to Intellectual Property Infringement Claim. Either
Party may immediately terminate the Agreement at any time after
receiving notice from a third-party alleging infringement of the third-party's
intellectual property rights. Termination win be effective upon delivery by
one Party of written notice to the other Party. Account Holder information
that WECC has control over shall be delivered to the Account Holder as
promptly as feasible.
(11) Ownership and Uses of Data
a. The Parties agree that Account Holder may directly, or through others on
its. behalf, report . Data to WREGIS. The Parties also agree that the
Account Holder will continue to own the Confidentiallnfonnation reported
to WREGIS by or on behalf of Account Holder. Once Data is received by
WREGIS. it will be collected, stored, manipulated, and disptayedin a
manner unique toWREGIS. "Data" includes Static Data and Dynamic
Data. "Data" does not include WREGIS Software.
13
WREGIS Account Holder Registration Agreement
Revised May 1, 2008
-.-----'---r---'-
I
08PB-11957
b. The Parties agree that WECC has the right to use and allow others to use
Data reported to WREGIS as WECC reasonably deems appropriate,
provided however, that Confidential Information can only be used and
disclosed pursuant to the terms of this Agreement.
c. Data in WREGIS will be maintained to provide an accurate tracking
database and to protect against double or multiple counting of the same
Certificates. WECO has the right to retain Account Holder's Confidential
Information in WREGIS.even if ACCOunt Holder's account is terminated. If
an Account Holder's account is terminated, WREGIS wilt continue to treat
Account Holder's Confidential Information according to the provisions of
Section 13.
(12) Intellectual Property
Copyright and/or other intellectual property laws may protect WREGIS, and any
aodall content of WREGIS. and any unauthorized use of the WREGIS Software
may violate such laws related to their protection. Except as expressly provided
herein. WECO does not grant any express or implied right or license of any kind
to Account Holder under any patents, copyrights, trademarks,or trade secret
informationwfth respect to WREGIS. Account Holder acknowledges that
Account Holder does not acquire any ownership rights by downloading
copyrighted material from WREGIS.
(13) Confidentiality
a. WECC agrees not to use or dis~lose Confidential Information contained in
WREGIS except as authorized by this Agreement.
b. The following is deemed Confidential Information:
· Gross generation (MWhs) of each electricity Generating Unit;
. Net generation (MWhs) of each electricity Generating Unit;
. Electricity (MWhs) consumed on site by the Generating Unit owner.
other than for Generating Unit use (monthly);
· Street address of the Generating Unit;
. If aggregate metering of Generating Units, number and names of
Generating Units on the meter;
· Capacity factor of each electricity Generating Unit;
. Total number of Certificates in Account Holder's Account and each
Subaccount; and
14
WREGIS Account Holder Registration Agreement
Revised May 1, 2008
-'----''''T----'W''----'U'-' ~...
08PB-11957
· Those portions of communications between Account Holder and WECC
regardingWREGIS that contain any of the aforementioned information
that would be treated as Confidential Information.
· The amount and timing of Certificate transfers. including transfers from
one Account Holder to another and transfers among th~ subaccounts of
an Account Holder will be treated as confidential (except with respect to
a third party to whom the Account Holder has granted access).
c. The following Data reported to WREGIS is considered public information
and will not be treated as Confidential Information:
· Account Holder company name, address, and all contact information;
· Agent's company name, address, and aU other contact information;
· Generating Unit Name;
· Facility owner name, address, and all other contact information (other
than the Generating Unit street address);
. Nameplate capacity of the Generating Unit;
· Generating Unit type of prime mover;
· Energy source, and/or fuel type(s) used at Generating Units;
· For multi-fueled Generating Units, the fuels consumed each month as a
percentage of the total fuel used each month for electricity production;
. Other eligibility characteristics;
. Date when Generating Unit went into first commercial operation;
· Name offacility operator, address, and contact information (other than
the Generating Unit street address);
. Meter serial or identification number;
. Revenue meter by county, province, state, country;
· Statement of fact that Generating Unit is oris not within WECC's region;
. Name of Balancing Authority for the Generating Unit;
· Name of utility to which Generating Unit is physically interconnected to;
. Statement of fact that the Generating Unit is or is not a Qualifying
Facility;
· Facility Ownership type (a range of options);
. Statement of fact that the Generating Unit has or has not received
California Supplemental Energy Payments;
· statement of fact that the Facility has or has not received
State/Provincial public benefits funds or support;
· Statement of fact that the Facility has or has not received Federal Tax
Credits;
. FERC Hydro licensing information including license identifier, date of last
license or application pending information;
. Statement of fact that the Generating Unit has or has not been
Repowered and date if it has been Repowered;
. State/provincial program eligibility/certifications;
15
WREG1S Account Holder Registration Agreement
Revised May 1,2008
08PB-11957
· State/provincial RPS eligibilities information as may be required for one
or more states/provinces;
· Statement of fact, whether the Facility is outside of United States-
Defined Protected Areas indicator;
. Certified "Low-impact" information for eligibility; and
· Information on Certification or Eligibility for Voluntary or other Mandatory
Programs such as Greene-e, Ecologo, and similar programs.
d. The WECC shall protect Account Holder's Confidential Information from
inadvertent disclosure and from disclosure to any third party except as
authorized by Account Holder or this Agreement. WECe, its employees,
members. agents. and assigns will protect and maintain Confidential
Information provided by Account Holder to WECC pursuant to the provisions
of this Section 13, and WECC shall obtain from all its emproyees, members,
agents. and assigns to whom such Confidential Information is provided their
agreement to comply with this Agreement.
e. Confidential Information may be aggregated with other information in
WREGlS and included in Public Reports as described more fully in the
WREGIS Operating Rules, so long as it is sufficiently aggregated such that
a third-party reviewer could not determine the actual generation produced
by a Generating Unit registered with WREGIS over any specified period of
time or attribute any Confidential Information to a particular Account Holder.
Information in WREGIS that is considered Confidential Information that
cannot be sufficiently aggregated or masked (such as Generating
UnitlFacility street addresses) such that a third-party reviewer could
determine the actual Generating Unit registered with WREGIS, or attribute
any Confidential Information to a particular Account Holder cannot be
induded in public reports.
f. If WECC is requested or required, by subpoena, oral deposition,
interrogatory, request for prodUction of documents, administrative order, or
other legal or regulatory process. to disclose any Confidentiallnfonnation of
Account Holder. the WREGIS Director shall notify the Account Holder in
writing. as promptly as feasible using commercially reasonable . efforts so that
Account Holder may, if it so chooses and at its own expense. challenge the
disclosure or seek an appropriate protective order. WECO shall reasonably
cooperate with Account Holder in resolving the dispute. To the extent that
the WREGIS Director and WECC have complied with the preceding
provisions of this Section 13, WECC shall not be deemed to have violated
its COnfidentiality obligations under this Agreement as a result of disclosing
Account Holders Confidential Information to a third party pursuant to a
subpoena. oral deposition, interrogatory, request for production of
documents, administrative order, or other legal or regulatory process.
16
WREGrS Account Holder Registration Agreement
Revised May 1. 2008
08PB-11957
g. In addition to the confidentiality requirements as specified in this Agreement,
WECC will require adherence by the WREGIS Director. the WREGIS
Committee, the WECC Staff and any persons with access to such
Confidential Information, to applicable confidentiality protocols designated
by WECC. These documents will be available for review on WECC's
website, htto:/Iwwvv.wecc.bizl.
h. For purposes of this Agreement, no arbitrator engaged pursuant to Section
24 of this Agreement shall be deemed a third-party so long as such person
has agreed in writing to be bound by the confidentiality obligations
applicable to WECC under this Agreement and the applicable rules of the
Amedean Arbitration Association (AAA).
i. The obligations of confidentiality in this Agreement shall survive its
termination without limitation in duration for so long as information continues
to meet the definition of Confidential Information.
(14) Limited Warranty; Disclaimer of Wa"snty
8. NEITHER PARTY. EXCEPT AS OTHERWISE PROVIDED IN SECnON
25 (b), WARRANTS THAT THE DATA IN WREGIS IS ACCURATE,
CORRECT, COMPLETE, OR CURRENT.
b. SOFTWARE PROGRAMS USED FOR WREGIS AND THE WREGIS
WEBSITE ARE PROVIDED "AS IS" TO THE ACCOUNT HOLDER..
WECC MAKES NO REPRESENTATIONS OR WARRANTIES,
'EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT OR
TO THE ADEQUACY OR PERFORMANCE OF SOFTWARE
PROGRAMS USED FOR WREGIS AND THE WREGIS WEBSITE; AND,
EXCEPT AS SPECIFICALLY WARRANTED IN SECTION 6(b)(iv),
WECC HEREBY DISCLAIMS ANY SUCH WARRANTIES. INCLUDING
BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY. NON.
INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, OR
ANY IMPLIED WARRANTIES ARISING FROM ANY COURSE OF
DEALING, USAGE,. OR TRADE PRAcnCE. WECC DOES NOT
WARRANT THAT THE.SOFTWARE PROGRAMS IN WREGIS WILL BE
ERROR FREE OR BUG FREE. However,WECC win use commercially
reasonable efforts to maintain the accuracy, correctness,
completeness, and currentness of the WREGIS Software, in
accordance with updates and other Information provided by the
WREGIS Software vendor.
17
WREGIS Account Holder Registration Agreement
Revised May 1. 2008
08PB-11957
c. WECC is not responsible for the acts or omissions of parties other than
WECC who input Data into WREGIS or from whom Data is obtained for
inclusion intoWREGIS.
d. Account Holder is solely responsible for the protection, security. and
management of usage and security of its computer network. WECC will
not compensate Account Holder for damages incurred to the extent due to
security violations of the security of Account Holder's computer network,
nor shall Account Holder make deductions or set ofts of any kind for Fees
due to WECC resulting from security violations of Account Holder's
computer network.
e. WECC will have no liability for any claims for intellectual property
infringement. except for claims due to its own actions, but will flow down
any rights it may have to indemnity that it receives by virtue of its contract
with the Energy Commission and the rights that may flow from APX, Inc.
to the Energy Commission and WECC.
(15) Disclaimer of Responsibility for Message Boards and Links
a. WREGIS will have the capability to host message boards (Boards) on the
area of theWREGfS Website open to the public. WECC IS NOT
RESPONSIBLE FOR ANY MATERIAL POSTED BY ANY PARTY
OTHER THAN WECC IN ANY MESSAGE BOARD, BULLETIN BOARD,
CHAT ROOM OR IN ANY OTHER FORUM AT WREGIS (TOGETHER,
THE "BOARDS"). WREG1S is merely providing access to the Boards for
informational purposes. The Boards are not to be used for commercial
transactions. Account Holders agree that aU commerdal transactions
involving Certificates will take place outside of WREGIS.
b. In using the Boards, the Account Holder will not post. upload, transmit,
distribute, or otherwise publish on the Boards any material that is: libelous.
defamatory, obscene. abusive, pornographic, threatening, or an invasion
of privacy; or an infringement of intellectual property rights. including. but
not limited to, copyrights and trademarks. of any person or entity; or
material that is illegal in any way or advocates illegal activity; or a
message posted by a user Impersonating another; or personal Information
such as messages which identify social security numbers. account
numbers, addresses. or employer references; or chain letters of any kind;
or any advertisement or solicitation of funds. goods. or services. Account
Holder agrees to limit the subject matter posted, uploaded. etc. to
information directly related to WREGIS Certificates. WECC reserves the
right to monitor and delete any postings deemed inconsistent with its
policies, this Agreement or the Operating Rules. WECC also reserves the
18
WREGIS Account Holder Registration Agreement
Revised May 1. 2008
08PB..11957
right at its discretion, to terminate access by any user of the Boards who
violates any of the Agreement or Operating Rules. AlthoUgh WECC will
make reasonable efforts to monitor materials in Boards. in no event does it
assume any particular obligation to do so or assume liability for failing
either to monitor the Boards or to remove specific material.
c. WECe makes no claim or representation regarding, and accepts no
responsibility for, the quality , content, nature. or reliability of sites
accessible by hyperlink from the WREGIS Website, or sites linking to the
WREGIS Website. The linked sites are not under the control of WECC
and WECC is not responsible for the content of any linked site or any link
contained in a linked site, or any review, changes. or updates to such
sites. The inclusion of any link does not imply affiliation, endorsement, or
adoption byWECC orWREGIS of any information contained therein.
When leaving the WREGIS Website. Account Holder understands that
WREGIS' terms and policies do not govern the accessed website. and
Account Holder will review the applicable terms and policies. including
privacy and data-gathering practices, of that website.
(16) Limitation of Uabllity; Remedies
8. NEITHER PARTY SHAll BE LIABLE TO THE OTHER PARTY FOR
DIRECT, GENERAL,SPEClAl, INDIRECT, CONSEQUENTIAL,
INCIDENTAL, EXEMPLARY, pUNmve. OR OTHER INDIRECT
DAMAGES REGARDLESS OF CAUSE.
b. EACH PARTY SHALL BE ENTITLED TO SEEK SPECIFIC
PERFORMANCE OF THIS AGREEMENT.
(17) Passwords
Account Holder agrees to assume sole responsibility for the security of any
-passwords issued by WREGIS to Account Holder for accessing WREGIS.
Account Holder shall restrict and control the use, copying. and security of its
usemame and password to WREGIS among Account Holder's employees and
agents and, to the extent reasonably within its control, prevent access to
WREGIS except by those permitted to have access according to this Agreement.
Each Party agrees to immediately notify the other Party of any suspected
unauthorized use of Account Holder's password(s), account, or any other
suspected breach of security.
19
WREGIS Account Holder Registration Agreement
Revised May 1. 2008
08PB-11957
(1 B) Viruses
WECC shall take reasonable efforts to protect WREGIS from being infected by
viruses. including supplying virus protection software. However, WECC assumes
no responsibility, and shall not be liable for viruses that may infect Account
Holde.r's equipment or other property on account of Account Holder's access to
use of any information or the use of WREGIS.
(19) No Assignm en f, Transfer, or Encumbrance by Account
Holder
Neither this .Agreement nor any rights under this Agreement may be assigned,
sublicensed, encumbered. pledged. mortgaged, or otherwise transferred by
Account Holder, in whole or in part, whether voluntary, or by operation of law.
without the express prior written consent of WECC. which consent shall not be
unreasonably withheld.
(20) Force Majeure
Neither Party shall be deemed to have breached any provision of this
Agreement, Operating Rules, Interface Control Documents, or other applicable
agreements or protocols related to WREGIS as a result of any delay, failure in
performance. or interruption of service resulting directly or indirectly from acts of
God, network failures, acts of civil or military authorities, civil disturbances. wars,
terrorism, fires, floods, riots, embargoes, transportation contingencies, fuel
shortages, interruptions in third-party telecommunications, orlntemet equipment
or service, other catastrophes, or any other occurrences which are beyond the
claiming Party's reasonable control and which, by the exercise of due diligence,
the Claiming Party is unable to overcome Or avoid or cause to be avoided.
(21) Default; Remedies; Nonwaiver of Default
a. Default. The occurrence of any of the following shall be considered a
"Default":
(i) Account Holder has failed or refused to abide by the Operating
Rules or the Interface Control Documents or failed or refused to '
perform any of its material duties or obligations under this
Agreement. other than those set forth below in Sections 21 (a)(ii),
(a)(iii), (a)(iv), (a)(v), and (a)(vi), which default is notsubstantiaUy
cured within 15 days after written notice is given to Account Holder
specifying such default: provided however that if the nature of
Account Holder's default is such that more than 15 days are
20
WREGIS Account Holder Registration Agreement
Revised May 1. 2008
---, 'T--" .-,-- _~____n'_
08PB-11957
reasonably required to cure, then such default shall be deemed to
have been cured if Account Holder commences such performance
within said 15 day period and thereafter diligently completes the
required action within a reasonable time thereafter.
(ii) Account Holder fails to pay any of the Fees or other charges due to
WREGIS within 90 days of their due date.
(iii) Account Holder. its employees, agents, or contractors alter, tamper
with,intentionaUy damage, or destroy (1) WREGIS, the WREGIS
Website,or WREGIS Software or any portion thereof, or (2) the
Data. Output. or other Confidential Information of other users of
WREGIS.
(iv) Account Holder uses WREGIS in any manner that, directly or
indirectly. violates any law, rule, code. or regulation or aids any
unlawful act or undertaking.
(v) All or .substantially all of Account Holder's assets are attached or
levied under .execution (and Account Holder does not discharge the
same within 60 days thereafter); a petition in bankruptcy I
insolvency, or for reorganization or arrangement is filed by or
against Account Holder (and Account Holder fails to secure a stay
or discharge thereof within 60 days thereafter); Account Holder is
insolvent and unable to pay its debts as they become due; Account
Holder makes a general assignment for the benefit of creditors;
Account Holder takes the benefit of any insolvency action or law;
the appointment of a receiver or trustee in bankruptcy for Account
Holder or its assets if such receivership has not been vacated or
set aside within 30 days thereafter; or, dissolution or termination of
existence of Account Holder if Account Holder is not a natural
person.
(vi) Knowingly, intentionally. or with willful ignorance, falsifying or
misrepresenting any Output or Data input into WREGIS by Account
Holder as required in Section 3(c).
b. In addition to the defaults described above, the Parties agree that if
Account Holder receives written notice of a violation of the performance of
any particular material-term or condition of this Agreement three or more
times during any 12-month period, regardless of whether such violations
are ultimately cured, then such conduct shall, at WECC's option. represent
a separate Default.
c. Remedies. Upon the occurrence of any Default, the Parties shall have
the fonowing rights and remedies, in addition to those stated elsewhere in
21
WREGtS Account Holder Registration Agreement
Revised May 1, 2008
-----T------'._-- ---.-.-.----------------------- ---------- -
08PB..11957
this Agreement and those allowed by law or in equity, anyone or more of
which may be exercised without further notice to Defaulting Party:
(i) If any of the items enumerated in section (a) occurs, Account
Holder is in default and WECC may suspend Account Holder's
access to WREGIS, upon giving 15 days written and/orelectronic
notice to Account Holder. If there is a dispute regarding the
occurrence of a default, the Parties shall follow the provisions of
Section 24 (Dispute Resolution) to settle the matter. WECC, In its
sole discretion, may reinstate an Account Holders access to
WREGIS after the account has been suspended for Account
Holder's Default, upon a determination that the problem that led to
the Account Holder's suspension has been satisfactorily resolved
and payment made for all fees and late charges (sanctions) due
and owing. There is no limit on the amount of time that WECC may
suspend an Account. If the Account Holder passed the date for
his/her Annual Registration Update while in suspension, the
Account Holder must update Registration Data before all
permissions will be reinstated by the WREGIS Director.
(ii) If a Party is in Default, the Party not in Default may tenninate this
Agreement as provided in Section 10 (Term and Termination).
(iii) Upon termination of the use of WREGIS, Account Holder shall be
obligated to pay to WECC all monies due to WECC. which shall
include any interest and late fees due hereunder.
d. Nonwaiver of Default by accepting partial payment. WECC 's receipt
of fess than the full amount of Fees due shall not be construed to be a
waiver of default but shall be construed as a payment on account then
due, nor shall any statement on Account Holde"'s check or any letter
accompanying Account Holder's check be deemed an accord and
satisfaction or a waiver of default.
(22) Waiver
No waiver of any provision, condition, requirement, Default, ,or breach of this
Agreement will be effective unless set forth in a written instrument executed by
the Party granting the waiver. Any such waiver will be effective only in the
specific instance and for the specific purpose for which it is giVen and will not be
deemed a waiver of any other provision or of the same Default or breach upon
any recurrence. No failure to exercise and no delay in exercising any right
(including without limitation any remedy available to a Party) under this
Agreement will operate as a waiver of such right, nor will any single or partial
22
WREGIS Account Holder Registration Agreement
Revised May 1, 2008
__..._.,.~__.__ ....--.-____n.._.......__.._......._._..__..... ._..____,_.__...._.__.__ _..n_ ._____.__________
I
08PB-11957
exercise of any right preclude any other or further exercise of that right or any
other right.
(23) Governing Law
Except for any state agency or governmental entity, Account Holders that are
prohibited from using any other state's laws than their own (In which case their
state law without regard to its rules on conflicts of.laws shall be used), or in the
case of a federal govemment Account Holder federal law shall apply, this
Agreement shall be governed by the laws of the State of Utah without regard to
its rules on conflicts of laws. Unless expressly preempted by the laws of the
United States of America, the Parties expressly agree that the Uniform Computer
Information Transactions Act shall not apply to this Agreement.
(24) Dispute Resolution
In the event of a dispute, controversy, or daim raised or asserted by the Account
Holder, the Parties shall follow the following dispute resolution procedures.
a. FIRST STEP. Account Holder and the WREGIS Director shall first attempt
in good faith to resolve the dispute by informal oral and/or written
discussion(s). The Account Holder shall identify the issues and the relief
sought.
b. SECOND STEP. If the Parties cannot resolve the dispute at the First Step
and the Account Holder wishes to further pursue the matter, then Account
Holder shall set forth the dispute in a writing entitled "Notice of Dispute"
and send it, together with any supporting evidence, to the WREGIS
Director. The Notice of Dispute shall in good faith describe the issue(s) in
the dispute, the legal authority or other basis for the Account Holder's
position., the evidence that supports the Party's position, and the remedy
sought. The WREGIS Director (or designee) shall review the written
dispute and confer with the appropriate Account Holder. and WECC to
review and consider the dispute in good faith. The WREGIS Director (or
designee) shall issue to the Parties a good faith written recommended
resolution of the dispute within 15 business days after receipt of the
Account Holder's Notice of Dispute. If the issues or evidence are
complex, the WREGIS Director may for good cause extend the time for
issuance of a recommended resolution by a reasonable amount of time
not to exceed 20 calendar days. If the WREGIS Director invokes such an
extension J the reason for the extension shall be stated in writing and
immediately provided to Account Holder. The written recommendation of
theWREGIS Director (or designee) shall include a recommended
23
WREGIS Account Holder Registration Agreement
Revised May 1, 2008
08PB-11957
resolution of the dispute together with a good faith informal explanation of
the reasons for the recommended resolution. Neither Party shall be
formally bound by the recommended resolution nor by any written
submissions they may make to the WREGIS Director, although such
submissions may be entered into evidence at a later dispute resolution
process. if any. including arbitration or litigation.
c.
THIRD STEP. Should the Account Holder disagree with the WREGIS
Director's recommended resolution of the dispute, Account Holder may
appeal the matter in writing to the WREGIS Committee by forwarding a
written "Notice of Appeal" along with the written materials previously
submitted to the WREGIS Director and a copy of the WREGIS Director's
written recommended resolution of the dispute. The WREGIS Committee
shall consider and decide the dispute as soon as possible at the next
committee meeting and issue a written decision thereon to the Account
Holder.
d.
FOURTH STEP. Except for any st.ate agency or governmental entity
Account Holder's for which binding arbitration of disputes is not permitted
by law. should the Account Holder disagree with the WREGIS
Committee's decision and wish to further pursue the dispute. Account
Holder may proceed to arbitration on the terms and conditions set forth
below by sending the WREGIS Committee and the WREGIS Director a
written Notice of Intent to Arbitrate, as described below, specifying the
dispute and the relief sought. The dispute and any related controversy or
daimarising out of or relating to these Terms of Use. or the breach
thereof, or any other claim or controversy between the Parties, shall then
be decided by binding arbitration administered by the MA under its
Commercial Arbitration Rules and Supplementary Procedures for Online
Arbitration then in effect. Judgment on the award rendered by the
arbitrator may be entered in any court of competent jurisdiction. The
Parties shall mutually select one arbitrator with legal expertise in
intellectual property, web-basedtrack:ing systems. and/or anyone area of
legal expertise that is substantially involved in the dispute, within 30 days
of instituting the arbItration; othelWise the AAA shall select the arbitrator.
Any hearings will be held in Salt Lake City, Utah. the Parties hereby
waiving any claim or defense that such venue is not convenient or proper.
Neither Party may dispute the validity of this Agreement, the Operating
Rules, the Interface Control Documents. and/or protocols related to
WREGIS. Any request for emergency or injunctive relief may be
submitted under the AAA's Optional Rules for Emergency Measures of
Protection. The arbitrator shall have no authority to award punitive
damages or any other damages other than specific performance. and may
not in any event make any ruling, finding or award that does not conform
to the terms and conditions of these Terms of Use. Unless required by
law or mutually agreed in writing by the Parties, neither Party nor the
24
WREGIS Account Holder Registration Agreement
Revised May 1, 2008
08PB-11957
arbitrator may disclose the existence or results of any arbitration
hereunder.
e. Prior to initiating arbitration or any other form of legal or equitable
proceeding hereunder, the Party seeking to arbitrate or resolve an issue
(Demanding Party) shall give the other Party at least 30 days written
Notice of Intent to Arbitrate describing the claim with particularity and the
amount of the claim as to which it intends to initiate the action together
with all supporting documentation available to the Demanding Party.
f. Each Party shall be responsible for the payment of all of its defense costs
associated with the resolution of said dispute whether in arbitration or
before a court of law, including but not limited to any filing fees, arbitrator
fees, attorney fees, and other costs incurred in such proceeding.
g. State agency or governmental entity Account Holders for which binding
arbitration of disputes is not permitted by law shall send the WREGIS
Committee and the WREGIS Director a written Notice of Intent for
Resolution specifying the dispute, the relief sought. and a planned
alternative course of action to resolve the dispute, other than binding
arbitration (such as mediation or non-binding arbitration).
h. The Parties agree that neither may bring a claim nor assert a cause of
action against the other, in any forum or manner, more than one year after
the cause of action accrued. except where the Party could not have
reasonably discovered the facts giving rise to the claim within one year.
(25) Audit; Continuing Duty to Report Errors; Audit Standard
a. WECC reserves the right to audit ACCOUnt Holder's relevant records to
verify any information submitted by Account Holder to WECC under this
Agreement. This right shall survive for a period of three years after the
expiration or termination of this Agreement and Account Holder shan
.maintainits records in accurate, complete, and readable form for at least
that period of time after expiration or termination of this Agreement.
b. The accuracy of aU information provided by Account Holder to WREGIS is
of the essence in this Agreement. Account Holder hereby agrees,
represents. and warrants that it will use reasonable efforts to ensure that
all the information it. its Agents, or its employees provides to WREGIS
shall to its knowledge be true, complete. and accurate at the time the
infonnation is provided to WREGIS. Should Account Holder discover that
any information provided or that was previously provided to WREGJS is
untrue, incomplete, or inaccurate, Account Holder shall immediately notify
the WREGIS Director in writing of the particu'ar untrue, incomplete, or
25
WREGIS Account Holder Registration Agreement
Revised May 1, 2008
08PB-11957
inaccurate information and shall provide a true, accurate, and complete
update of said information to the best of its ability, as soon as is practical.
This shall be an ongoing obligation of Account Holder during the term of
this Agreement.
(26) Order of Precedence
Any inconsistency in this Agreement, its attachments, the Operating Rules, the
Interface Control Documents, and each of their respective most current effective
versions, shall be resolved by giving precedence in the following order:
1. This Agreement;
2. Attachment{s) to this Agreement;
3. Operating Rules; and
4. Interface Control Documents.
(27) Severability
If any provisions of this Agreement; including any provision of this Agreement
and its Attachments, Operating Rules, and the Interface Control Documents; is
held to be unenforceable, illegal, or in violation of a tariff or legal order of a
governmental agency by .acourt of law or governmental agency with jurisdiction
over the matter. such provision shall be deemed severed and shall not affect
the validity of the other provisions of this Agreement, induding the other
provisions of the Attachments. Operating Rules, and the Interface Control
Documents which will at all times remain in full force and effect.
(28) Notices
-An notices required to be in writing under this Agreement, unless otherwise
provided for herein, shall be delivered in person or by first class, registered. or
certified mail (postage prepaid). or by overnight courier service to the address of
the Party as either Party may specify in writing. Service shall be effective on the
earlier of actual receipt or the second business day after the day of mailing (via
first class mail). For service of electronic notice, it shall be deemed received on
the first business day after said notice was sent to the other Party's e-mail
address as designated in writing by such other Party.
26
WREGIS Account Holder Registration Agreement
Revised May 1, 2008
08PB-11957
(29) CapitallzedTerms
Any capitalized terms contained herein that are not otherwise defined herein
shall have the meanings as such terms are defined in the WREGIS Operating
Rules.
(30) Entire Agreement
This-Agreement, including any and all exhibits attached hereto, and the
Operating Rules constitute the entire agreement of the Parties and supersede
any preprinted or conflicting terms in any other prior or contemporaneous oral or
written agreements and any and all other communication.
27
WREGIS Account Holder Registration Agreement
Revised May 1 J 2008
08PB-11957
IN WITNESS WHEREOF t WECC and the Account Holder have each caused this
Agreement to be executed by their respective duly authorized representatives as
of the date first above written.
WESTERN ELECTRICITY COORDINATING COUNCIL
By: ~ft,(k (signature)
Consto.~ e ~UJh; ~
W"f@S '(jirecY
JUN ! 6 zuu~
Name:
Title:
(ACCOUNT HOLDER)
Name:
d L.- tdv<!O~
. .c-vf/lp . (signature)
1)( bye-. /Met I, ~
Ih-cl tue_6LdK A~~~~~ ,
!ic'I111 ~ v t.( {,- arf.,Jer /kt.>m-t rJ s s~. /,,,-}
IrlAfl>t/" (;e1' v"l c..e-J
By:
Title:
28
WREGIS Account Holder Registration Agreement
Revised May 1 f 2008
08PB-11957
ATTACHMENT1: Definitions
a. Account Holder: AWREGIS Account Holder is a party that has
registered with WREGIS and has established an Account within WREGIS.
b. Active Certificates: An active WREGIS certificate is a certificate that is
held in aWREGIS Active Sub-account. Such certificates may be traded.
transferred, exported, retired, or reserved at the discretion of the holder of
the Active Sub-account or their agent.
c. Active Sub-account: The Active Sub-account is the holding place for all
active WREGIS certificates. If the Account Holder has Generating Units
associated with the account, or is the designated representative of a
Generating Unit owner. its Active Sub-account will be the first point of
deposit for any WREGIS certificates created that are associated with the
Generating Unit 10 number, unless the certificate is subject toa Forward
Certificate Transfer. An Active Sub-account may be associated with one
or more GeneratIng Units.
d. Affiliate: An Affiliate of an entity is any entity that: (1) is (a) a subsidiary of
such entity or (b) any partnership, limited liability company or joint venture
or other form of entity which acts commercially in which such entity or any
subsidiary thereof is directly or indirectly a partner, member, or venturer;
or (2) directly or indirectly controls, is controlled by I or is under common
control with such entity, including any limited partnership of which such
other entity or any Affiliate thereof is the general partner. For purposes of
this Agreement. a ten percent or greater ownership interest shall be
deemed to constitute a rebuttable presumption of -control." An entity
controlled by or operating as a unit, agency. or subdivision of a local,
state, or provincial government or the federal government shall not be
considered an Affiliate of any other entity controlted by or operating as a
~..unit..agenCy, or subdivision of the.local, state, or provincial government, or
a federal government.
e. Agent: An entity outside of the Account Holder's organization that has
been authorized by the Account Holder to act on its behalf within
WREGIS.
f. Assignment of Registration Rights: The process by which the owner of
a Generating Unit can assign the right to register that Generating Unit in
WREGIS to another entity.
g. BalancingAuthority: The area operator that is responsible for matching
29
WREGIS Account Holder Registration Agreement
Revised May 1, 2008
08PB-11957
generation and load , for maintaining scheduled interchange with other
balancing authority areas, and for maintaining the frequency, in real-time,
of the electric power systems.
h. Certificate: The term "Certificate," as used in this document. refers to a
WREGIS Certificate. A WREGIS Certificate represents aU of the
renewabte and environmental attributes from one MWh of electricity
generation from a renewable energy Generating Unit registered with the
WREGIS tracking system or a certificate imported from a Compatible
Certificate Tracking System that has been converted to a WREGIS
Certificate. WREGIS will create exactly one Certificate per MWh of
generation that occurs from a Registered Generating Unit or that is
imported from a Compatible Certificate Tracking System. Disaggregation
of Certificates is not currentfy snowed within WREGIS.
I. Compatible Certificate TraCking System (Compatible Registry and
Tracking System): A Compatible Certificate Tracking System is a
generation tracking system that has an operating agreement with
WREGISregarding the Conversion and transfer of certificates between
tracking systems pursuant to a protocol developed between the WREGIS
Director and the Director of the other tracking system for converting
certificates from another tracking system into WREGIS certificates.
j. Confidential Information. Information treated as Confidential Information
is listed in Section 13.8. Confidential Information does not include
information which can be established by written documentation (1) to have
been publicly known prior to submittal to WECC; (2) to have become
publicly known, without the fault of WECC, subsequent to submittal to
WECC; (3) to have been received by WECC at any time from a source
other than Account Holder, so long as with respect to information
submitted by a third party WECC has no reason to believe that the third
party (a) is not lawfully in possession of the information or (b) is in violation
of any contractual, legal. or fiduciary obligation to Account Holder with
..----fespectto the information; (4) to have been independently developed by
employees or agents of WECCwithout access to or use of such
information disclosed by Account Holder or their agents to WECC; (5) is
common technical information; and (6) to have been submitted to WECC
by the Account Holder for purposes other than those relating to this
Agreement and not otherwise protected by a confidentiality obligation.
k. Conversion: A process by which certificates from a Compatible
Certificate Tracking System are made available for import into WREGIS.
The process involves designating the certificate as exported from the
Compatible Certificate Tracking System according to the protocol agreed
upon jointly by the Director of the Compatible Certificate Tracking System
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WREGIS Account Holder Registration Agreement
Revised May 1,2008
08PB-11957
I. Customer-8ited Distributed Generation: Distributed generation is a
parallel or stand-alone electric Generating Unit generally located in or
close to a load center or customer's site (near the point of consumption)
and on the customer's side of the meter. The generation produced by the
distributed generation Generating Unit is used to provide electricity to the
customer for a portion of its load. For WREGIS purposes, these are
typically smaller installations such as those located on residential
premises.
m. Data: Data means aU recorded information, including Output and
Confidential Information. regardless of form or the media on which it may
be recorded that is submitted to WECC and WREGIS pursuant to this
Agreement.
n. Dynamic Data: Dynamic Data is variable information that is associated
with a specific MWh from a registered Generating Unit, such as Certificate
serial number or date of generation.
o. Export Sub-account: The Export Sub-account is the Account Holder's
designated sub-account for Certificates that have been exported out of
WREGfS to a Compatible Certificate Tracking System. WREGIS Account
Holders may have multiple Export Sub-accounts corresponding to the
various compatible tracking systems to which exports are made.
p. Forward Certificate Transfer: Normally f the first point of deposit for
WREGIS Certificates is the account to which a Generating Unit is
associated. With a Forward Certificate Transfer. the Account Holder to
which the Generating Unit is registered requests that the Certificates be
directly deposited into one of their OWn Export, Retirement, or Reserve
Subaccounts or intoanotherWREGIS Account Holder's Active
Subaccount when tl'!tl Certificates are created. As a result. the first point
of deposit for Certificates subject to a Forward Certificate Transfer is their
other specified sub-account or the specified Active Sub-account of another
Account Holder. After this initial deposit, Certificates subject to Forward
Certificate Transfers shall be treated like any other Certificate for aU
purposes.
q. Generating Unit: Any combination of physically connected generators,
reactors, boilers. combustion turbines, and other prime movers operated
together to produce electric power. When a single facility is electrically
interconnected to the utility utilizing a single meter. but represents multiple
Generating Units of the same renewable generating technology and fuel
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WREGIS Account Hofder Registration Agreement
Revised May 1. 2008
08PB-11957
r. Generator Owner: The persons or legal entity that owns Generating
Unit(s).
s. Interface Control Document (ICD): An Interface Control Document
contains the protocol for collecting and transferring data from other
computer systems to the WREGIS application for the purposes of
integrating dats between the two systems in question. The Interface
Control Document identifies the data formats, guidelines and processes
that must be met In order for the data to be effectively transferred and
accepted. Examples of Interface Control Documents that wilt be used in
WREGIS are the Qualified Reporting Entity ICD <found in Appendix 0 of
the Operating Rules), State, Provincial and Voluntary Program ICD (found
in Appendix C of the Operating Rules) and the WECc Billing System ICD.
t Output. Output shall mean reported renewable generation data from a
Registered Generating Unit contained in standardized data files delivered
to WREGIS by Qualified Reporting Entities, or by Account Holders, or by
designated reporting entitles using protocols described in an Interface
Control DocumeAt, or a Self-Reporting Interface.
u. Person: A person includes any natural.person, firm, association..
organization, partnership. corporation. limited liability company, district,
province, county, city and state, and any of the agencies and political
subdivisions thereof.
v. Qualified Reporting Entity: An organization providing renewable Output
on a unit-specific basis for the purpose of creating WREGIS Certificates
that has met the Qualified Reporting Entity Guidelines established in the
WREGIS Operating Rules and agreed to in the ICD.
w. Registered Generating Unit: A Generating Unit that has registered its
facility with the WREG'~ Director
x. Registration: The act of filling out the forms, providing required
documents and paying Fees necessary to establish an Account or register
a Generating Unit in WREGIS. Such forms may be obtained from the
WREGIS Director.
y. Renewables Portfolio Standard (RPS): Generally, a Renewables
Portfolio Standard is a legislative or administrative requirement on
electrical utilities, wholesale markets, or load-serving entities ina
jurisdiction to include a designated percentage of renewable electricity in
their generation/retail portfolio.
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WREGIS Account Holder Registration Agreement
Revised May 1, 2008
08PB-11957
z.Retirement Sub-account: A Retirement Sub-account is used as a
repository for WREGIS Cert.ificates that the Account Holder wants to
designate as retired and remove from circulation. Once a Certificate has
been transferred into a WREG1S Retirement Sub-account, it cannot be
transferred again to any other account or Subaccount.
aa. Retirement of Certificates: Retirement of Certificates is an action taken
to remove a Certificate from circulation within WREGIS. The WREGIS
Account Holder may initiate retirement for Certificates in its own
account(s) or the WREGIS Director can forcibly retire any Active
Certificates for cause. Retirement is effectuated by transferring
Certificates into a Retirement Sub-account.
bb. . Self-Reporting Interface: A Generating Unit Self-Reporting input screen
within the WREGIS application which allows Self-Reporting Generating
Units to manually enter their Generating Unit output. The protocol for
entering data via Self-Reporting Interface will be documented in the
Interface Control Document for Reporting Entities (Appendix 0 of the
Operating Rules).
cc. Standing Order Transfer: A recurring, automatic transfer of WREGIS
certificates from an Account Holder's Active Sub-account to one of their
other sub-accounts. or to an Active Sub-account held by a different
Account Holder.
dd. Static Data: Static data is distinct from Dynamic Data and describes the
attributes of the Generating Unit that do not change based on actual
operation. Static information is entered at Registration andgeneraUy
includes information related to the characteristics of the generation facility
such as technology type, ownership or location. See Appendix B-1 and B-
2 of the Operating Rules for a list of WREGIS Static Data Fields.
ee. WECC: The Western Electricity Coordinating Council (WECC) is a
regio[latlQrurn fo~ coor<:JJnating and promoting regional electric service
reliability in Western Canada and the Westem United States. Its service
territory extends from Canada to Mexico inCluding the provinces of Alberta
and British Columbia. the northern portion of Baja Califomia, Mexico, and
all or portions of the 14 western states in between. The States that are
fully included in WECC are: Washington. Oregon, California, Nevada,
Idaho, Utah. New Mexico, Arizona, Colorado. Wyoming. and Montana.
Texas, South Dakota, and Nebraska are partially included within WECC.
A map of WECC can be found at
httD:/twww.wecc.bizldocumentslconstantlnerc int.Ddf. AU references in
the Agreement to WECC as a "Party" to this Agreementshall also be
33
WREGIS Account Holder Registration Agreement
Revised May 1, 2008
08PB-11957
deemed to apply to any duly-selected successor in interest to WECC, if
any.
ff. WECC Staff: The WECC Staff means those employees of WECC,
induding personnel hired by WECC or on behalf of WREGIS on a
contractual basis, designated as responsible for the administration of
WREGIS.
gg. Western Interconnection: The interconnected electrical systems that
encompass the region of the Western Electricity Coordinating Council of
the North American Electric Reliability Council. The reglon extends from
Canada to Mexico. It includes the provinces of Alberta and British
Columbia, the northern portion of Baja Califomia(Mexico). and all or
portions of the 14 western states in between.
hh.. WREGIS Director: The WREGIS Director is the individual hired by
WECC with the authority to oversee the administration and
implementation of WREGIS, and its Operating Rules and Interface Control
Document on behalf of WECC.
II. WREGlS Software: Certain software comprising part of WREGIS,
including related source code, interface, and software applications but not
hardware.
JJ. WREGIS Webslte: The related collection of web pages and interfaces
associated with WREGIS that is accessible via the Internet.
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WREGIS Account Holder Registration Agreement
Revised May 1, 2008