Exhibit 10.33.3
OPERATION SERVICES AGREEMENT
between
GEORGIA SYSTEM OPERATIONS CORPORATION
and
OGLETHORPE POWER CORPORATION
(An Electric Membership Generation & Transmission Corporation)
dated as of
March 1, 1997
OPERATION SERVICES AGREEMENT
between
GEORGIA SYSTEM OPERATIONS CORPORATION
and
OGLETHORPE POWER CORPORATION
(An Electric Membership Generation & Transmission Corporation)
dated as of March 1, 1997
This OPERATION SERVICES AGREEMENT ("Agreement"), dated as of March 1,
1997, is entered into by and between GEORGIA SYSTEM OPERATIONS CORPORATION, a
non-profit corporation organized and existing under the laws of the State of
Georgia ("GSOC"), and OGLETHORPE POWER CORPORATION (An Electric Membership
Generation & Transmission Corporation), an electric membership corporation
organized and existing under Title 46 of the Official Code of Georgia Annotated
("OPC") (each a "Party" and collectively "Parties").
WHEREAS, OPC was formed by 39 electric membership corporations doing
business in the State of Georgia (the "OPC Members"), each of which joined with
the others, beginning in 1974, to form OPC in order to share the benefits and
costs of ownership of an entity that would engage in providing electric capacity
and energy for the benefit of its members; and
WHEREAS, OPC currently owns and operates electric generation plants and
in the future may construct additional electric generation plants or purchase or
otherwise obtain electric capacity and energy for the purpose, among others, of
supplying electric capacity and energy to the OPC Members; and
WHEREAS, GSOC provides, pursuant to its Operation Services Tariff, dated
as of January 1, 1997, as such tariff may be amended from time to time (the
"GSOC Tariff"), coordination and ancillary control area services that are
necessary to support the transmission of energy from resources to loads while
maintaining continued reliable operation of the transmission system into,
across, or from which such energy is transmitted, in accordance with Prudent
Utility Practice (the foregoing services, "Operation Services"); and
WHEREAS, OPC has sold and transferred to GSOC and GSOC has purchased and
received from OPC the assets and expertise for GSOC (i) to provide Operation
Services to OPC, to OPC Members desiring to purchase such services
independently, and to others under the GSOC Tariff, and (ii) to conduct Single
System Dispatch of generating capacity; and
WHEREAS, OPC on behalf of OPC Members desiring to participate will
commit such OPC Members' system capacity and associated energy to pooled
operations (the "OPC Pool") and for OPC Members choosing not to participate in
the OPC Pool, OPC will make system capacity and associated energy available
under separate scheduling by such OPC Members, if any; and
WHEREAS, OPC requires such service as to schedule, administer and
account properly for its capacity and energy transactions and other services for
the implementation and administration of the OPC Pool and separate scheduling
("Dispatch Service"); and
WHEREAS, GSOC offers to provide Dispatch Service pursuant to this
Agreement and to make available to OPC and the OPC Members Operation Services
pursuant to the GSOC Tariff and other services as they may request from time to
time; and
WHEREAS, the Parties hereto desire to enter into this Agreement to
establish and define the Operation Services and other services that GSOC may
provide to OPC under the GSOC Tariff and this Agreement, and the terms and
conditions (including, but not limited to, type(s) and duration(s) of Service)
therefor;
NOW, THEREFORE, in consideration of the premises and the mutual
undertakings herein contained, GSOC and OPC hereby agree as follows:
ARTICLE I
DEFINED TERMS; OPERATION AND OTHER SERVICES
1.1 Definitions. All capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the GSOC Tariff, unless the
context in which a term is used clearly requires otherwise.
1.2 Operation Services. The GSOC Tariff and the Service Schedules attached
thereto, as such tariff and schedules are in effect from time to time, shall
govern the rates and certain terms and conditions of the Operation Services that
GSOC agrees to provide to OPC and OPC agrees to take from GSOC. Those Operation
Services listed in Exhibit 1 attached hereto and incorporated herein by
reference, as such exhibit may be amended from time to time, are the Operation
Services OPC intends to take from GSOC. Exhibit 1 sets forth, in addition to the
Operation Services to be provided pursuant to this Agreement, any other material
terms applicable to such Services. Any Operation Services provided by GSOC at
the request or on behalf of OPC shall be provided at the rates and on the terms
and conditions set forth in the GSOC Tariff and the Service Schedules attached
thereto, as such tariff and schedules are in effect from time to time.
1.3 Administration of OPC's Pool. OPC shall on the Effective Date (as defined in
Section 2.1 below) commit to GSOC and GSOC agrees to accept responsibility for
the administration and operation of the OPC Pool pursuant to OPC's Rate Schedule
A to the Amended and Restated Wholesale Power Contract between OPC and each of
the OPC Members, dated as of August 1, 1996 (the "Wholesale Power Contract"),
and consistent with the GSOC Policies, Functions and Responsibilities, attached
as Appendix D to the GSOC Tariff, as in effect from time to time. All OPC Pool
resources and load of OPC Members other than Scheduling Members (as that term is
defined in Section 1.5 of this Agreement) shall be operated in Single
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System Dispatch. GSOC shall charge and OPC shall pay for administration of the
OPC Pool in accordance with the formulas set forth in Exhibit 2. Notwithstanding
any change or alteration that may occur in the purpose of, administration of, or
participants in the OPC Pool, unless this Agreement shall have been terminated
pursuant to Section 2.3 below, OPC shall be obligated to pay GSOC throughout the
original term of this Agreement its share of services provided by GSOC, unless
GSOC otherwise agrees.
1.4 Member Bilateral Transactions. Any OPC Member desiring to implement
Bilateral Transactions shall enter into separate agreements with GSOC. For
purposes of this Agreement, a "Bilateral Transaction" shall mean any transaction
involving an OPC Member (i) selling its OPC system capacity or associated energy
to any wholesale entity that is not Network Load of such OPC Member, or (ii)
purchasing capacity or energy that is not OPC system capacity or associated
energy, whether for delivery to Network Load or to a third party. Costs of
services to implement Bilateral Transactions shall be recovered by GSOC directly
from the OPC Member using such services.
1.5 Separate Scheduling by OPC Members. For each OPC Member that elects to
withdraw its system capacity and associated energy from the OPC Pool as provided
in Section 4.1 of the Wholesale Power Contract (a "Scheduling Member"), OPC
shall promptly provide GSOC with information concerning such elections as they
are in effect from time to time and GSOC shall thereafter accept and implement
the separate schedules of such OPC Member. OPC shall pay for administration of
the separate scheduling in accordance with the formulas set forth in Exhibit 2.
1.6 Economic Dispatch of the OPC System. OPC shall on the Effective Date commit
all of its resources and the resources, if any, of OPC Members participating in
the OPC Pool, to GSOC for unit commitment, scheduling and dispatching in Single
System Dispatch on an economic basis, notwithstanding that one or more OPC
Members are Scheduling Members. GSOC shall at all times maintain in effect
written policies and procedures for system operations, energy settlements,
reserve sharing and settlements, scheduling and dispatching of resources,
implementation of sales of excess capacity and energy by OPC or the OPC Members,
load following and related matters, all of which policies and procedures at all
times shall treat on a comparable basis OPC Pool resources and OPC system
capacity and associated energy an OPC Member elects to schedule separately. Such
procedures shall be reviewed with OPC prior to their implementation and shall
include provisions to the following effect:
1.6.1 Resale by Pool Participants. If an OPC Member is a participant in
the OPC Pool, the OPC Member shall be entitled to resell for its own account all
or any part of the capacity and associated energy purchased under the Wholesale
Power Contract between OPC and each of the OPC Members to any person or entity
in accordance with applicable operating policies and procedures in effect from
time to time.
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1.6.2 Resale by Scheduling Members. If an OPC Member is a Scheduling
Member, the OPC Member shall be entitled to resell for its own account all or
any part of the capacity and associated energy purchased under the Wholesale
Power Contract between OPC and each of the OPC Members to any person or entity
and to schedule its capacity and energy in accordance with applicable operating
policies and procedures in effect from time to time.
1.6.3 Resale by OPC. OPC shall be entitled to resell for its own account
(with crediting under appropriate provisions of OPC's Rate Schedule A to the
Wholesale Power Contract between OPC and each of the OPC Members) all or any
part of its system capacity and associated energy and any purchased capacity or
energy in accordance with applicable operating policies and procedures in effect
from time to time.
1.6.4 Obligations to OPC and OPC Members. GSOC shall, upon the written
request of OPC or any OPC Member, provide information, schedules, notice or the
like to, or take direction from, OPC, its agent or both, or the OPC Member, its
agent or both, to the extent that OPC or the OPC Member is otherwise permitted
to direct such action from time to time pursuant to rights under the Wholesale
Power Contract between OPC and each of the OPC Members or an agreement with
GSOC.
1.7 OPC's Obligations and Delegation of Rights.
1.7.1 Obligations. OPC shall provide or cause to be provided to GSOC
information concerning the availability, heat rates, fuel costs, operational
status of all units, instant loads of all OPC Members participating in the OPC
Pool and any other information requested by GSOC that is necessary to provide
Operation Services, Dispatch Service and other Services pursuant to this
Agreement, in such detail and upon such frequency as GSOC reasonably requests.
1.7.2 Delegation of Rights. OPC hereby provides to GSOC the
authorization for GSOC to dispatch OPC's generation facilities, provided that
OPC shall retain control over its facilities in order to ensure the safety and
integrity of its facilities and to maintain operations within plant constraints.
1.8 GSOC's Obligations. GSOC shall maintain and provide to OPC, routinely and on
demand, the data necessary for OPC to determine the utilization and performance
of its facilities, report to regulatory agencies and prepare invoices for its
products and services to its members and customers, as may be determined from
time to time by the Parties.
1.9 Standards of Conduct and Service. GSOC shall adhere to the standards of
conduct applicable to transmission providers under 18 C.F.R. Part 37 (as adopted
by the Commission in its Order No. 889, 1991-1996 FERC Stats. & Regs. P. 31,036
(1996)) (the "Standards of Conduct"), and GSOC shall comply with any filing,
reporting or auditing requirements of such Standards of Conduct by filing with,
reporting to, or being audited by the applicable
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Governmental Authority. GSOC's adherence to such Standards of Conduct shall not
be construed as a voluntary submission to the Commission's jurisdiction. GSOC
shall provide to OPC copies of all filings and reports made pursuant to this
Section 1.9. GSOC shall make no adverse distinctions between the OPC Members
participating in the OPC Pool, the Scheduling Members, and other Purchasers.
GSOC shall provide Operation Services hereunder in accordance with Prudent
Utility Practice, any instructions from OPC, and GSOC's duty to provide service
efficiently and at a reasonable cost.
1.10 Third Parties. GSOC may obtain from another party certain of the Operation
Services provided hereunder to OPC. OPC may purchase Operation Services provided
hereunder for resale to others and is free not to purchase Operation Services
hereunder if it has obtained such services elsewhere; provided, however, that
the designation of GSOC as OPC's system operator in accordance with Section 1.3
shall be exclusive during the term of this Agreement.
1.11 Regulatory Filings.
1.11.1 Approval. This Agreement is subject to the approval of the
Administrator of the RUS. GSOC shall be under no obligation to provide Service
to OPC until this Agreement has received such approval and any other necessary
approval by the appropriate Governmental Authority. GSOC shall file this
Agreement as necessary to comply with the requirements of the appropriate
Governmental Authority.
1.11.2 Other Filings. Nothing contained in this Agreement shall be
construed as affecting in any way the right of GSOC unilaterally to make
application to the Commission to accept an initial filing or for change in
rates, terms and conditions, charges, classifications of service, this
Agreement, rule or regulation under Section 205 of the Federal Power Act and
pursuant to the Commission's rules and regulations promulgated thereunder.
1.11.3 Exercise of Rights. Nothing contained herein shall be construed
as affecting in any way the right of OPC to exercise its rights under the
Federal Power Act and pursuant to the Commission's rules and regulations
promulgated thereunder.
ARTICLE II
TERM
2.1 Effective Date. This Agreement shall become effective upon the occurrence of
the following two (2) events: (a) approval in writing by the Administrator of
the RUS, and (b) acquisition by Georgia Transmission Corporation (An Electric
Membership Corporation) of the transmission assets and business of OPC. The date
this Agreement becomes effective shall be the "Effective Date."
2.2 Term. This Agreement shall begin on the Effective Date and, unless
terminated as provided in Section 2.3 below, end on December 31, 2001, provided
that one Party has given
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the other Party not less than one (1) year's written notice of its intent to
terminate this Agreement as of December 31, 2001. If not otherwise terminated,
after December 31, 2001, this Agreement shall continue from year to year unless
terminated by a Party giving the other Party not less than six (6) months' prior
written notice of its intent to terminate.
2.3 Early Termination. This Agreement may be terminated at any time prior to the
end of the initial term or any extension under any of the following provisions:
2.3.1 Mutual Consent. The Parties may terminate this Agreement at any
time upon mutual written consent.
2.3.2 Failure to Comply with OPC Legal Requirements. OPC may terminate
this Agreement if seventy-five percent (75%) of the Board of Directors of OPC
determines that continued performance hereunder by GSOC can reasonably be
expected to result in OPC being unable to comply with an OPC Legal Requirement.
Prior to any such determination, OPC shall have notified GSOC in writing of its
concerns and given GSOC thirty (30) days to correct its performance, or such
shorter period as the Board of Directors of OPC determines is necessary to avoid
a System Emergency. For purposes of this Agreement, an "OPC Legal Requirement"
shall mean (i) all laws, codes, ordinances, orders, judgments, decrees,
injunctions, licenses, rules, permits, approvals, agreements, regulations and
requirements of every governmental authority having jurisdiction over the matter
in question, whether federal, state or local, which may be applicable to OPC,
(ii) obligations of OPC to an OPC Member, or (iii) obligations of OPC under the
Wholesale Power Contract between OPC and each of the OPC Members.
2.3.3 Loss of Control of GSOC. OPC may terminate this Agreement at any
time upon thirty (30) days' prior written notice, to be effective on or after a
change in control of GSOC such that the OPC Members that have control of OPC at
that time no longer have control of GSOC. For purposes of this Section 2.3.3,
"control" shall mean the power to direct the management and policies of GSOC,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise.
ARTICLE III
INDEMNIFICATION AND LIABILITY
3.1 Force Majeure. Neither GSOC nor OPC will be considered in default as to any
obligation under the GSOC Tariff if prevented from fulfilling the obligation due
to an event of Force Majeure. However, a Party whose performance under the GSOC
Tariff is hindered by an event of Force Majeure shall make all reasonable
efforts to perform its obligations under the GSOC Tariff.
3.2 Indemnification. OPC shall at all times indemnify, defend, and save GSOC
harmless from, any and all damages, losses, claims, including claims and actions
relating to injury to or
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death of any person or damage to property, demands, suits, recoveries, costs and
expenses, court costs, attorney fees, and all other obligations by or to third
parties, arising out of or resulting from GSOC's performance of its obligations
under the GSOC Tariff on behalf of OPC, except in cases of negligence or
intentional wrongdoing by GSOC.
3.3 Consequential and Indirect Damages. Notwithstanding any other provision to
the contrary contained in the GSOC Tariff or this Agreement, to the fullest
extent permitted by law, neither Party shall have liability to the other Party
for any indirect, consequential, multiple or punitive damages unless such
damages are the result of the Party's bad faith, gross negligence, or willful
misconduct.
ARTICLE IV
MISCELLANEOUS
4.1 Operating Representatives. Pursuant to the GSOC Tariff and by letter dated
as of even date herewith, OPC and GSOC have each appointed operating
representatives to act for the respective Parties in matters pertaining to
service under this Agreement. Either Party may designate a successor operating
representative in its discretion by providing the other Party with written
notice thereof.
4.2 Notices. All notices, requests, statements or payments provided for,
required or permitted by this Agreement shall be sufficient for any and all
purposes under this Agreement when transmitted by facsimile, first class United
States Mail, hand delivery, or a private express delivery service to the
facsimile numbers or addresses provided below or as otherwise designated in
writing by the applicable Party:
If to GSOC:
Georgia System Operations Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Chief Operating Officer
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
FAX: ▇▇▇-▇▇▇-▇▇▇▇
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If to OPC:
Oglethorpe Power Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Preference Power Coordinator
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
FAX: ▇▇▇-▇▇▇-▇▇▇▇
4.3 Communications Regarding Emergencies. Any communications regarding
operational emergencies or other operational problems may be made orally or in
any other manner reasonable under the circumstances and should be directed to
the persons specified below, or to such other person or address as may have been
designated in a written notice given to the other persons by or on behalf of the
person entitled to receive notice. In the event the person entitled to receive
notice cannot be found, notice may be given to any other responsible person.
If to GSOC:
Georgia System Operations Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Manager, Control Room Operations
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
FAX: ▇▇▇-▇▇▇-▇▇▇▇
If to OPC:
Oglethorpe Power Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇
Attention: Preference Power Coordinator
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
FAX: ▇▇▇-▇▇▇-▇▇▇▇
4.4 Governing Law. The validity, interpretation and performance of the GSOC
Tariff and this Agreement and each of their respective provisions shall be
governed by the laws of the State of Georgia.
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4.5 Waivers and Exercise of Rights.
4.5.1 Waiver. GSOC may waive its rights under any provision of the GSOC
Tariff or this Agreement when it determines that doing so is in the best
interests of the members of GSOC.
4.5.2 Subsequent Default. Any waiver at any time by GSOC of its rights
with respect to any matter arising in connection with the GSOC Tariff or this
Agreement shall not be considered a waiver with respect to any subsequent
default or matter.
4.5.3 Exercise of Rights. No failure or delay on the part of either
Party in exercising any right, power or privilege under the GSOC Tariff or this
Agreement and any related agreement, and no course of dealing between the
Parties, shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power, or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
4.6 Counterparts. This Agreement may be executed in as many counterparts as may
be required, and it shall not be necessary that the signatures of or on behalf
of each Party appear on each counterpart, but it shall be sufficient that the
signature of or on behalf of each Party appear on one or more of the
counterparts. All counterparts shall collectively constitute a single agreement.
Each executed counterpart shall have the same force and effect as an original
instrument, and it shall not be necessary in any proof of this Agreement to
produce or account for more than the number of counterparts containing the
respective signatures of or on behalf of each of the Parties.
4.7 Compliance with Legal Requirements. Each Party shall cooperate in taking
whatever action may be required to comply with all Legal Requirements of any
Governmental Authority having jurisdiction over the GSOC Tariff in accordance
with Prudent Utility Practice.
4.8 Severability. If any part of any provision of the GSOC Tariff, this
Agreement, and any other agreement, document, or writing given pursuant to or in
connection with such tariffs, agreements and schedules shall be invalid or
unenforceable under applicable law, said part shall be ineffective to the extent
of such invalidity only, without in any way affecting the remaining parts of
said provision or the remaining provisions.
4.9 Third-Party Beneficiaries.
4.9.1 No Third-Party Beneficiaries. This Agreement is intended solely
for the benefit of the Parties, and nothing in the GSOC Tariff or this Agreement
will be construed to create any duty to, or standard of care with reference to,
or any liability to, any person not a Party hereto.
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4.9.2 Enforcement. It is the intention of the Parties that no person or
entity other than the Parties shall have any right to bring any action to
enforce any provision of the GSOC Tariff, this Agreement, and related agreements
against either of the Parties, and that the covenants, undertakings and
agreements set forth in the aforementioned documents shall be solely for the
benefit of, and shall be enforceable only by, the Parties or their respective
successors or permitted assigns.
4.9.3 Responsibility of Parties. Each of the Parties will be responsible
for its own conduct and neither will be responsible for the conduct of the
other. The GSOC Tariff and this Agreement do not create a contractual
relationship or duty of one Party with or to the customers of the other Party.
4.10 No Dedication of Facilities. GSOC's agreement to provide service under the
provisions of the GSOC Tariff or this Agreement shall not constitute the
dedication of GSOC's operating system, or any portion thereof, to OPC or the
public. GSOC's service obligations to OPC under any provisions of the GSOC
Tariff or this Agreement will cease upon termination of the GSOC Tariff or this
Agreement. GSOC's provision of service under the GSOC Tariff or this Agreement
does not constitute a sale, lease, rental, transfer, or conveyance of an
ownership interest in or to any facilities of any kind.
4.11 Action by Affiliates. Failure by either Party to perform fully any
obligation required by the GSOC Tariff, this Agreement, and any related
agreements, shall not be excused by reason of the fact that such performance was
prevented by any action or inaction of an Affiliate unless such Affiliate's
actions or inactions are the result of a Force Majeure or are taken pursuant to
the GSOC Tariff and are not unduly discriminatory.
4.12 Independent Contractors. The Parties to this Agreement are independent
contractors, and nothing contained in the GSOC Tariff, the Service Schedules, or
this Agreement will be deemed to create an association, joint venture,
partnership, principal-agent or any other kind of fiduciary relationship between
the Parties.
4.13 Rules of Construction.
4.13.1 Headings. The descriptive headings of the various articles,
sections and subsections of the GSOC Tariff have been inserted for convenience
of reference only and should not be construed as to define, expand, or restrict
the rights and obligations of the Parties.
4.13.2 Including. Wherever the term "including" is used in the GSOC
Tariff or the Service Schedules, such term shall not be construed as limiting
the generality of any statement, clause, phrase or term.
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4.13.3 Singular and Plural. The terms defined in the GSOC Tariff and
this Agreement shall be applicable to the plural as well as the singular and the
singular as well as the plural.
4.13.4 Time of the Essence. Time is of the essence in the performance of
the obligations set forth in the GSOC Tariff, the Service Schedules and this
Agreement.
4.14 Survival. The applicable provisions of the GSOC Tariff and this Agreement
will continue in effect after termination or cancellation of the GSOC Tariff or
this Agreement to the extent necessary to provide for final billing, billing
adjustments and payments, and with respect to liability and indemnification from
acts or events that occurred while the GSOC Tariff and Agreement were in effect.
4.15 Amendments. No amendment to this Agreement shall be effective unless it is
in writing, executed by both Parties, and has been approved or accepted for
filing and permitted to go into effect by any Governmental Authority having
jurisdiction. Changes to the GSOC Tariff shall be effective as to OPC when
approved by GSOC and not prohibited by the express provisions of this Agreement.
4.16 Relationship of GSOC to OPC. OPC shall furnish to GSOC promptly upon
request any and all information about itself, its financial condition, business
and properties that may be necessary or desirable to facilitate any financing
undertaken by GSOC or any continuing disclosure obligation incurred by GSOC in
connection with any such financing. OPC shall be responsible only to GSOC for
the accuracy and completeness of the information furnished and shall have no
responsibility or liability for the manner in which such information is used or
its appropriateness for such use. OPC shall have no liability to any third party
to which GSOC may furnish this information or any excerpt therefrom or summary
thereof, and shall be entitled to receive appropriate assurances and indemnities
from GSOC to that effect as a condition to providing such information, provided
that no such assurance or indemnity shall relieve OPC of liability to GSOC for
the accuracy and completeness of the information supplied.
4.17 OPC's Information Obligations. OPC is obligated to provide GSOC or its
agent information concerning all transmissions of energy into, out of or across
the Transmission System by or on behalf of OPC in a manner consistent with all
NERC and SERC guidelines, and in such detail and upon such frequency as GSOC or
its agent reasonably requests in connection with those services furnished by
GSOC to OPC pursuant to the GSOC Tariff.
4.18 Entire Agreement. This Agreement constitutes the entire agreement between
the Parties hereto relating to the subject matter contemplated by this Agreement
and supersedes all prior agreements, whether oral or written. The GSOC Tariff is
incorporated herein by reference. All exhibits attached hereto are incorporated
herein by reference.
[The next page is the signature page.]
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IN WITNESS WHEREOF, the Parties hereto have caused this Operation
Services Agreement to be executed, attested, sealed and delivered by their
respective duly authorized officers as of the day and year first set forth
above.
GSOC:
GEORGIA SYSTEM OPERATIONS CORPORATION
[CORPORATE SEAL] By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman of the Board
ATTEST:
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Assistant Secretary
OPC:
OGLETHORPE POWER CORPORATION
(An Electric Membership Generation &
Transmission Corporation)
[CORPORATE SEAL] By: /s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------
J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Chairman of the Board
ATTEST:
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary-Treasurer
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EXHIBIT 1
OPERATION SERVICES TO BE PROVIDED
UNDER OPERATION SERVICES AGREEMENT
1. GSOC will provide the following Operation Services to OPC
pursuant to the Operation Services Agreement and the GSOC Tariff:
Short-Term Load Forecasting Unit Commitment & Scheduling
Import/Export Scheduling Operating Reserve Management
Real-Time Load Data Real-Time Unit Data
Unit Availability & Incident Reporting Energy Contracts Management
Energy Transaction Booking & Accounting Load Metering
Hourly Market Price Determination Daily Load & Resource Reporting
Short-Term System Planning Studies Fuel-Requirements Studies
Rocky Mountain Water Accounting SoCo/GPC Coordination
Reliability Standards Compliance Operating Standards Compliance
Power Marketer Procedure Development Load Management Operations
& Compliance
Real-Time Pricing Support AGC Support
Economic Dispatch
2. For each Operation Service listed in (1) above, specify the
duration of the Service or the transaction to which the Service applies:
All services listed in (1) are to be provided on an ongoing
basis to accommodate OPC operations.
3. Other material terms:
None.
[Signatures appear on following page]
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GSOC:
GEORGIA SYSTEM OPERATIONS CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman of the Board
OPC:
OGLETHORPE POWER CORPORATION
(An Electric Membership Generation & Transmission
Corporation)
By: /s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Chairman of the Board
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EXHIBIT 2
RATE FORMULAS
Under the terms of the Operation Services Agreement GSOC agrees, on
behalf of OPC, to implement, monitor, administer and account for dispatch
service of all OPC resources owned or contracted, used to serve the load of OPC
Members or serve off-system sales. Dispatch service includes all of the
operational services listed in the GSOC Tariff.
GSOC shall charge OPC the following rate for this service:
1.0 Dispatch Service Monthly Charge
DSCH = DSC/12 * (sum)KWHM/(sum)KWHT
DSCH is the Dispatch Service Monthly Charge.
DSC is the Dispatch Service Cost as defined in Section 1.1 below.
KWHM is the kilowatt-hours delivered annually, including purchases, to the load
of members.
KWHT is the kilowatt-hours delivered annually, including purchases, to serve the
load of all participants in the area for which GSOC provides scheduling
services.
1.1 Dispatch Service Cost
DSC = [(SCDAC + SCAGO) * GPCNT] - SCREV
DSC is the annual Dispatch Service Cost which includes both direct and allocated
costs.
SCDAC is the System Control annual Direct Administrative Costs reflecting direct
costs associated with control center operation.
SCAGO is the System Control allocated annual Administrative and General expenses
and Other general expenses.
GPCNT is the percent of system control costs related to generation services.
SCREV is the System Control Revenue credits assigned to the generation category.
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