20040825Miscellaneous.pdf

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BARTON L. KLINE
Senior Attorney
Via Facsimile and
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IDAHO POWER COMPANF ! LED
O. BOX 70
BOISE, IDAHO 83707 1"\11"1"\
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July 17, 2003
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Mr. Steve Millemann
Mill em ann, Pittenger, McMahan & Pemberton
O. Box 1066
McCall, ill 83638
Dear Mr. Mil1emann:
On December 13 2002, our two clients entered into an agreement ("Letter
Agreement") to proceed with the construction of certain electric distribution facilities for the
TamarackResort project, while at the same time reserving the parties' rights to pursue a dispute
resolution process at the Idaho Public Utilities Commission. Attached to the December 13, 2002
Letter Agreement as Annex 1 was an Agreement to Provide Electric Distribution Facilities
Annex 1 "
).
With the exception of those portions of Annex 1 that are identified in the
December 13 2002 letter agreement as being subject to change based on the outcome of the
IPUC dispute resolution process, Idaho Power and Tamarack have agreed to the terms and
conditions in Annex 1. On June 10 2003 , by second letter agreement, our two companies agreed
to several changes to Annex 1 to allow Idaho Power to provide an additional 1 MY A of capacity
in 2003. The December 13, 2002 letter agreement, the June 10 2003 letter agreement and the
, Annex 1 reflected by the June 10, 2003 letter agreement are hereinafter referred to collectively as
the Agreement"
Since entering into the Agreement, Tamarack has failed to perfonnin several
material aspects. They areas follows:
Section 4.1 of Annex 1 provides that Tama~ack will pay the sum
$374 150 to Idaho Power on or before July 1 2003. That payment was
not made. On July 3 , 2003 , 1 notified you that the payment due on July 1
2003 had not been received. On July 10, 2003 , you advised me that your
client intended to make the payment to Idaho Power sometime this week.
As of the date of this letter, Idaho Power' still has not received the payment
that was due on July 1 2003.
Telephone [phone], FAX [phone], Mail jnielson(fYidahopower.com
Tamarack's failure to complete its work in a timely fashion is having a
direct adverse effect on Idaho Power s cost of construction and Idaho
Power s ability to complete the project to meet the October 1 , 2003
deadline for completion of phase 1 construction. At the time of the
December 13 , 2002 letter agreement, Tamarack committed to cause the
sewer line construction for the project to commence on or before June 1
2003. Construction of the sewer line is a critical path itemin Idaho
Power s installing the underground portion of phase 1. As of the date of
this letter, construction of the sewer line has not commenced and it is our
understanding that it will be early to mid-August before the construction
starts. This has caused Idaho Power to delay the letting of contracts for
construction, and in all likelihood will increase the bid prices received by
Idaho Power for construction of the underground portion of this project.
The dispute resolution process has been extended for an inordinately long
period of time. Idaho Power is very concerned that the Agreement has not
been filed with the Commission.
Section 4.4 of Annex 1 provides as follows:
If Tamarack fails to pay an amount due on or before the payment
milestone date specified in Sections 4.1 and 4., any obligation of Idaho
Power to further perform under this agreement and to credit the $120 000
amount paid on June 1 2003 will be terminated. Idaho Power will have
. the sole discretion to determine if any subsequent (late) payment by
Tamarack will permit the continuation of this agreement, or if the
agreement should be terminated.
In accordance with the provisions of Section 4.4, this letter will advise you that
Idaho Power believes Tamarack has materially breached the Agreement. Idaho Power considers
the Agreement terminated and will cease all further construction activities described in theAgreement.
conditions:
Idaho Power will consider reinstating the Agreement under the following
Tamarack pays to Idaho Power on or before July 25, 2003 , the amount of
$561 225 which represents the currently delinquent July 1 , 2003 payment
of$374 150 plus $187 075 which is the amount currently scheduled to be
paid on or before September 1 , 2003; and
Tamarack agrees that Idaho Power s obligation to complete the
installation of the phase 1 electric distribution facilities described in the
Agreement will be delayed until November 1 , 2003. This November 1 st
date is subject to further deferral if construction of the sewer line as
previously described in this letter is not commenced by August 4, 2003;
and
Tamarack agrees to sign an Agreement to Provide Electric Distribution
Facilities in the form of Annex 1 attached to the June 10, 2003 Letter
Agreement modified to reflect the changes described in 1 and 2 above.
The vested interest refund sections in the signed agreement will be as
contained in Annex 1.
If you desire to discuss this matter further, please contact me.
ly yours tL--
Barton L.Kline
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Jean Pierre Boespflug
, Jerry Nielson
Jim Miller
Warren Kline
Scott Woodbury - IPUC
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IDAHO POWER COMPANY
O. BOX 70
BOISE, IDAHO 83707
BARTON L. KLINE
Senior Attorney
An IDACORP Company
July 21 , 2003
VIA FACSIMILE (208-634-4516)
AND FIRST CLASS MAIL
Steven J. Millemann
Millemann , Pittenger, McMahan & Pemberton, LLP
706 North First
O. Box 1066
McCall, Idaho 83638
Re:Resolution of Issues Raised In Idaho Power
July 17 , 2003 Termination Letter
Dear Steve:
This letter will confirm the agreement we reached today to resolve the
issues raised in the above-raised referenced termination letter. Consistent with our
discussions and your letter to me dated July 21 2003, Idaho Power and Tamarack
have agreed to modify the existing 8greement To Provide Electric Distribution Facilities
Agreement") as follows:
1. The Agreement currently provides that Tamarack will pay Idaho
Power the amount of $187 075 on or before September 1 2003. Tamarack will pay the
$187 075 amount on or before July 25 , 2003. Idaho Power acknowledges that the
July 1 , 2003 payment of $374 150 was made on July 18, 2003.
2. Please be assured that Idaho Power is diligently pursuing all
aspects of this project, including construction of the overhead line portions of Phase
Consistent with Tamarack's representation that construction of the sewer expansion
project should commence on or before August 13, 2003 , Idaho Power believes it can
complete its Phase 1 work on or before November 1 , 2003. If construction of the sewer
expansion project has not started by the August 13, 2003 date , it may be necessary for
Idaho Power to obtain additional compensation from Tamarack to accommodate an
accelerated construction schedule or to obtain such other relief as may be necessary to
avoid/deal with winter construction conditions.
3. You will expeditiously review the revised draft Joint Application and
Exhibits to the Agreement sent to your office on June 25,2003 so that we can get a
Telephone [phone] FAX [phone], E-mail BKline~idahopower.com
Mr. Steven J. Millemann
Page #2
July 21, 2003
final version to the IPUC Staff. In addition, you will obtain from your client Exhibits 3
and 4 to the Agreement so that they can be included with the materials provided to the
IPUC Staff. We will proceed as planned with the August 52003 IPUC Staff review.
Assuming that the above-referenced commitments are honored in a timely
manner by Tamarack, Idaho Power has agreed to reinstate the Agreement.
Please call me immediately if you have any questions or concerns with
any portion of this letter. It has been and will continue to be our preference to proceed
with this project in a collaborative manner.
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Barton L. Kline
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Jim Miller
Keith Kolar
Jerry Nielson
Scott Woodbury, IPUC
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IDAHO POWER COMPANY
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BOISE, IDAHO 83707 i~r::: F 1\ ~) Pr'~ l1: b~~~~~~r
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July 24, 2003
Scott Woodbury
Deputy Attorney General
Idaho Public Utilities Commission
472 W. Washington Street
O. Box 83720
Boise , I D 83720-0074
Re:Tamarack Resort Dispute Resolution
Dear Scott:
Both Idaho Power and Tamarack appreciate Staff's willingness to review
and comment on the issues still in dispute between Idaho Power and Tamarack.
Enclosed is a draft Application for dispute resolution. This document
states the dispute between Idaho Power and Tamarack. If, after the parties receive
Staff's views on the disputed matters , they are still unable to reach an agreement, this
would be the document that would be filed with the Commission. The Application
presents the dispute between the parties in some detail. If Staff would prefer to receive
a written document presenting the arguments in support of each of the parties
respective positions in advance of the meeting, let me know and I can convey that
information to Tamarack.
Tamarack's lawyer is Steve Millemann. I have discussed the attached
materials with Steve , and he is aware that these are being provided to you. If you need
to speak with Steve , his telephone number is [phone].
If you have any questions, please don t hesitate to contact me.
yours
Barton L. Kline
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Enclosure
Steven J. Millemann
Telephone [phone]; Fax [phone]; Email BKline~idahopower.com
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BARTON L. KLINE ISB #1526
Idaho Power Company
P. O. Box 70 (83707)
1221 West Idaho Street
Boise , Idaho 83702
Telephone: [phone]
FAX Telephone: [phone]
Attorney for Idaho Power Company
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STEVEN J. MILLEMANN ISB #2601
Millemann, Pittenger, McMahan & Pemberton, LLP
706 North First
McCall, Idaho 83638
Telephone: [phone]
FAX Telephone: [phone]
Attorney for Tamarack Resort LLC
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE JOINT
APPLICATION OF IDAHO POWER
COMPANY AND TAMARACK RESORT
LLC FOR APPROVAL OF AN AGREEMENT
TO PROVIDE ELECTRIC DISTRIBUTIONFACILITIES.
CASE NO. IPC-03-
JOINT APPLICATION
COMES NOW , IDAHO POWER COMPANY ("Idaho Power" or the
Company ), and TAMARACK RESORT LLC ("Tamarack"), in accordance with RP 052
and hereby request that the Idaho Public Utilities Commission ("Commission ) resolve a
dispute between the parties and approve an Agreement To Provide Electric Distribution
Facilities between Idaho Power and Tamarack. (Tamarack was formerly known as
WestRock.) While the parties have reached agreement on many of the terms and
conditions that will be included in an Agreement To Provide Electric Distribution
Facilities, they have not reached agreement on, and are, in fact, at impasse , regarding
JOINT APPLICATION, Page
several issues. While Idaho Power and Tamarack were unable to agree on some
portions of the Agreement To Provide Electric Distribution Facilities, they recognized
that a delay in the commencement of construction could delay completion of the
Facilities beyond the October 2004 date requested by Tamarack to accommodate its
development schedule. On December 13, 2002 , the parties entered into an agreement
to proceed with construction of electric distribution facilities pending Commission
resolution of the dispute between the parties. Attached hereto as Exhibit 1 is a copy of
the December 13, 2002 agreement to proceed. Attached to the December 13, 2002
agreement as Annex 1 is a draft Agreement To Provide Electric Distribution Facilities.
On June 10, 2003 the parties entered into a supplemental agreement to
provide temporary additional capacity to the Resort Project until all of the facilities
described in the Agreement to Provide Electric Distribution Facilities are completed.
This June 10, 2003 agreement is not at issue in this case but it does revise the
description of the facilities to be constructed in Exhibits 1 and 2 of the Annex 1 draft
agreement. For purposes of this Joint Application, the Annex 1 attached to the June 10,
2003 letter agreement is the agreement for which the parties are requesting dispute
resolution and is hereinafter referred to as "Annex 1." The June 10,2003 agreement
and Annex 1 are attached as Exhibit 2 to this Application. Idaho Power has offered to
enter into the agreement as set out in Annex
By this Application, the parties are requesting that the Commission resolve
the outstanding issues ,between the parties and approve an agreement based on that
resolution. As background for this Application , Idaho Power and Tamarack represent as
follows:
JOINT APPLICATION, Page 2
Tamarack intends to develop a substantial four-seasons resort
project ("Resort Project") to be located in Valley County, Idaho. Tamarack has indicated
that at final build-out, the Resort Project will be a complex featuring approximately 2 000
housing units and approximately 272 000 square feet of commercial space along with a
golf course, ski lifts and other recreational amenities with a combined electrical load of
approximately 20 MW. Because final build-out is expected to take a number of years
Tamarack has requested that Idaho Power make 7.5 MVA of electrical capacity
available to the Resort Project by October 1 , 2004.
The Resort Project will be located in an area where Idaho Power
does not have existing facilities of adequate capacity and desired phase and voltage.
Delivery of power (capacity) to the Resort Project site will require the construction of
(1) underground and overhead distribution facilities and lines to interconnect with Idaho
Power s existing transmission/distribution system ("Interconnection Facilities ), and
(2) installation of additional equipment and facilities at the Company s existing Donnelly
Substation ("Substation Facilities
).
The Interconnection Facilities and Substation
Facilities are sometimes hereinafter collectively referred to as the "Requested
Facilities." Because the line installation involves substation facilities and it is located in
an area where no other significant loads currently exist or are currently planned , the
provisions of Idaho Power s Rule H do not apply to the Requested Facilities.
Even though Rule H does not apply, there is a portion of the
Requested Facilities where there is some capacity in excess of 7.5 MW , and the Parties
have agreed to apply Rule H principles to this portion of the Requested Facilities to
allow Tamarack an opportunity to recover some of its contribution in aid of construction.
JOINT APPLICATION, Page 3
It is the application of these Rule H principles that have caused the disagreement
between the Parties. As noted in the December 13, 2002 Agreement, Idaho Power and
Tamarack have reached an impasse on the following items:
(a)What portion of the total cost for the construction of the
Requested Facilities identified in Section 2 of Annex 1 should be subject to the vested
interest refund provisions?;
(b)For what period of time , after completion of construction of
the Requested Facilities , should the vested interest refund provisions apply (Section 7
of Annex 1 )?;
(c)To what maximum number of additional applicants should
the vested interest refund provisions apply (Section 7 of Annex 1 )?; and
(d)Should the ultimate resolution of the vested interest refund
issues affect or alter the proration of the total cost of construction of the Requested
Facilities between Tamarack and Idaho Power, as quantified in Section 2 of Annex 1?
Exhibit 3 shows the changes Tamarack would make to Section 7
and Exhibit 5 of Annex 1 .
As indicated in the December 13 , 2002 Agreement , Idaho Power is
proceeding with construction of the Requested Facilities subject only to the ultimate
resolution of the questions related to the vested interest refunds and the sharing of the
total cost of construction of the Requested Facilities between Idaho Power and
Tamarack.
JOINT APPLICATION , Page 4
SERVICE OF PLEADINGS
Service of pleadings, exhibits , orders and other documents relating
to this proceeding should be served on the following:
Barton L. Kline
Senior Attorney
Idaho Power Company
O. Box 70
Boise , 10 83707
Steven J. Millemann
Millemann , Pittenger, McMahan &
Pemberton , LLP
706 North First Street
McCall, 10 83638
Gregory W. Said
Director, Revenue Requirement
Idaho Power Company
O. Box 70
Boise, 10 83707
Jean Pierre Boespflug
Tamarack Resort LLC
475 S. Capitol Blvd., Suite 200
Boise, 10 83702
MODIFIED PROCEDURE
The Parties requests that this matter be processed under modified
procedure.
REQUEST FOR ORDER
The Parties request that the Commission determine whether Section 7 or
Section 2 (or both) of the Agreement to Provide Electric Distribution Facilities (Annex
should be revised or modified and issue its order accordingly.
DATED at Boise, Idaho, this day of July, 2003.
BARTON L. KLINE
Attorney for Idaho Power Company
STEVEN J. MILLEMANN
Attorney for Tamarack Resort LLC
JOINT APPLICATION , Page 5
EXHIBIT
IDAHO POWER COMPANY
O. BOX 70
BOISE, IDAHO 83707
An IDACORP Company
[phone]
[phone] (Fax)
JAMES C. MILLER
SENJOR VICE PRESIDENT - DELIVERY
December 13, 2002
WestRock Associates , LLC
475 S. Capitol Boulevard
Boise , 10 83701
Subject:Agreement To Proceed With Construction of Electric
Distribution Facilities Pending Commission Resolution
of Dispute
Gentlemen:
Representatives of our two companies have been negotiating an
agreement to provide electric distribution facilities to serve electric loads at a four-
seasons resort WestRock is developing in Valley County, Idaho. Attached to this
agreement as Annex 1 is a draft Agreement To Provide Electric Distribution Facilities.
Idaho Power has offered to enter into the agreement as set out in Annex 1. While the
parties have reached agreement on many of the terms and conditions described in
Annex 1 , they have not reached agreement on , and are , in fact , at impasse regarding
several issues in Annex 1 including, but not limited to , the following:
(a) What portion of the total cost for the construction of the
Requested Facilities identified in Section 2 of Annex 1 should be subject
to the Vested Interest Refund provisions?;
(b) For what period of time , after completion of the construction
of the Requested Facilities, should the Vested Interest Refund provisions
apply (Section 7 of Annex 1 )?;
(c) To what maximum number of Additional Applicants should
the Vested Interest Refund provisions apply (Section 7 of Annex 1 )?; and
(d) Whether, and to what extent, the ultimate resolution of the
Vested Interest Refund Issues should affect or alter the proration of the
WestRock Associates , LLC
Page #2
December 13 , 2002
total cost of construction of the Requested Facilities between WestRock
and Idaho Power, as specified in Section 2 of Annex 1.
The parties intend to jointly submit these issues to the Commission for
final resolution. However , in order for Idaho Power to complete construction of the
Requested Facilities described in Annex 1 within the time periods specified in
Section 1.4 of Annex 1 , it will be necessary for Idaho Power to commence construction
before the Commission has resolved the above-described issues and approved a final
contract between the parties. To allow Idaho Power to commence the construction
process immediately, the parties have agreed as follows:
(1) WestRock will make the first payment identified in
Section 4.1 of Annex 1 on or before December 20, 2002 , and Idaho
Power will commence the construction process.
(2) Except as otherwise provided in Annex 1 , subsequent
payments will be made by WestRock on the schedule identified in
Sections 4.1 and 4.2 of Annex 1 and Idaho Power will complete the
construction of the Requested Facilities within the time periods specified
in Section 1.4 of Annex 1.
(3) With the exception of Section 7.3, Section 2 and Exhibit 5 to
Annex 1 , which may be revised depending on the outcome of the
Commission proceeding, Idaho Power and WestRock agree to be bound
by all of the terms and conditions set out in Annex 1 , regardless of the
manner in which the aforesaid vested interest refund and related issues
are resolved by the Commission. If such final resolution alters
WestRock's share of the total cost of construction of the requested
facilities , as provided in Section 2 above , then the difference (Le.
between WestRock's total share of such cost as stated in Section 2
above , and WestRock's total share of such costas resolved by the
Commission) shall be apportioned equally among WestRock's three
payments for the Phase 2 work, which are specified in Section 4.2 of
Annex 1 , by increasing or decreasing such payments accordingly.
(4) The application to the Commission will be filed on or before
January 17 , 2003.
WestRock Associates, LLC
Page #3
December 13, 2002
If you concur that the foregoing accurately represents the agreement
between the parties , please indicate your company s agreement by signing all three
copies of this letter in the space provided below and returning two fully executed copies
to me.
Very truly yours
c ~ lk..
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Attachment
WESTROCK ASSOCIATES, LLC
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ANNEX
AGREEMENT TO PROVIDE ELECTRIC DISTRIBUTION FACiliTIES
THIS AGREEMENT , dated , 2002, is by and between
WESTROCK ASSOCIATES, LLC ("WestRock"), a Limited Liability
Company, with its principle offices at 475 S. Capitol Boulevard, Boise, Idaho , and
IDAHO POWER COMPANY ("Idaho Power" or "the Company ), an Idaho corporation
with its principal offices at 1221 West Idaho Street , Boise, Idaho. WestRock and Idaho
Power may also be referred to individually as "Party" or collectively as "Parties.
RECIT ALS
WestRock intends to develop a substantial four seasons resort
project
, ("
Resort Project") to be located in Valley County, Idaho. WestRock has
indicated that at final build out, the Resort Project will be a complex featuring
approximately 2 000 housing units , and approximately 272 000 square feet of
commercial space along with a golf course , ski lifts and other recreational 'amenities
with a combined electrical load of approximately 20 MW. Because final build out is
expected to take a number of years , WestRock has requested that Idaho Power make
5 MV A of electrical capacity available to the Resort Project site by October 1 , 2004.
Because the Resort Project will be located in an area where Idaho
Power does not have existing facilities of adequate capacity and desired phase and
voltage , delivery of power (capacity) to the Resort Project's site will require the
construction of (1) underground and overhead facilities and lines to interconnect with
Idaho Power's existing transmission/distribution system ("Interconnection Facilities
and (2) installation of additional equipment and facilities at the Company s existing
Page
Donnelly Substation (the "Substation Facilities
).
The Interconnection Facilities and the
Substation Facilities are sometimes hereinafter collectively referred to as the
Requested Facilities.Installation of distribution facilities within the boundaries of the
Resort Project will be made in accordance with Rule H , Idaho Power s tariff governing
line installations , including any revisions to that rule , or any successor rules or
schedules. Except as provided in Section 7 herein, this Agreement is not subject to or
governed by Rule H.
Idaho Power will construct the Requested Facilities in accordance
with the terms and provisions of this Agreement.
NOW , THEREFORE , in consideration of the mutual obligations and
undertaking set forth herein , and other good and valuable consideration, the sufficiency
is hereby acknowledged , WestRock and Idaho Power agree as follows:
AGREEMENTS
Construction of Requested Facilities
The Requested Facilities will be constructed in two phases.
Phase 1 facilities , to be constructed in 2003 , will provide not more
than 1 MV A of three-phase power at the Delivery Point by the end of the 2003
construction season. A general description of the Phase 1 facilities is attached as
Exhibit 1
Phase 2 construction will be performed during the 2004
construction season and will include the construction of the Interconnection Facilities
and the installation of the Substation Facilities to provide 7.5 MW of electric capacity at
Page 2
the Delivery Point. A general description of the Phase 2 Interconnection Facilities and
Substation Facilities is attached as Exhibit 2.
Idaho Power will construct the Requested Facilities to provide for
the delivery of power (capacity) at a point generally described as the northeast corner of
the Resort Project property at the west boundary of the West Mountain Road right of
way, as more particularly described on Exhibit 3 attached hereto (the "Delivery Point"
1.4 Phase 1 construction is expected to be completed by Idaho Power
on or before October 1 , 2003. Phase 2 construction is expected to be completed by
Idaho Power on or before October 1 2004.
Idaho Power will use commercially reasonable efforts to complete
construction of the Requested Facilities by the dates specified in Section 1.4 above.
However, WestRock recognizes that Idaho Power s ability to complete either Phase 1 or
Phase 2 on or before the dates specified, is subject to the receipt of the payments from
WestRock as described herein , Idaho Power s ability to obtain required labor, materials
and equipment , timely receipt of satisfactory easements and rights of way, and timely
receipt of governmental regulatory authorizations , including, but not limited to, approval
of this Agreement by the Idaho Public Utilities Commission ("Commission
If Idaho Power fails to meet the completion deadlines described
above , and such failure is not excused as provided in Section 1.5, the Parties agree that
WestRock may submit the matter to the Commission for appropriate relief, and pending
final resolution , WestRock's obligation to make further payments pursuant to the terms
of this Agreement shall be suspended.
Page 3
.E!Qject Cost
The total estimated cost for the design and construction of the
Requested Facilities is $2 716,245.
The portion of the aforesaid total cost which shall be paid by
WestRock is: $1 918,933.
QillJacitv Entitlement
At the completion of Phase 2, Idaho Power will make available to
WestRock 7.5 MW of electrical capacity measured at the Delivery Point to serve loads
within the Resort Project boundaries. The Resort Project boundaries are shown on
Exhibit 4. However, if at the conclusion of the 15 year period following the completion of
construction of Phase 2 , total loads within the Resort Project boundaries are less than
5 MW , WestRock's entitlement to 7.5 MW of capacity at the Delivery Point will be
ended. Idaho Power will send a letter to WestRock specifying the date when
construction of Phase 2 has been completed and notifying WestRock that the 15 year
time period described above has commenced.
Payment Provisions
WestRock will make payments to Idaho Power for the Phase
Requested Facilities in the amounts and at the times specified below:
December 20, 2002
July 1 , 2003
September 1 , 2003
$374 150
$374 150
$187 075
WestRock will make payments to Idaho Power for the Phase
Requested Facilities in the amounts and at the times specified below:
Page 4
March 1 , 2004
May 1 , 2004
October 1 , 2004
$393,423
$393,423
$196,712
If WestRock fails to pay an amount due on or before the payment
milestone date specified in Sections 4.1 and 4., any obligation of Idaho Power to
further perform under this Agreement will be terminated. Idaho Power will have the sole
discretion to determine if any subsequent (late) payment by WestRock will permit the
continuation of this Agreement , or if the Agreement should be terminated.
OwnershiQ..Qperation and Maintenance
Idaho Power will own , operate and maintain the Requested
Facilities constructed pursuant to this Agreement. WestRock recognizes that it is
paying a proportionate share of the total costs of improving a portion of Idaho Power
utility system , and recognizes that Idaho Power will utilize the improvements to the
system to provide service to other customers, and that the improvements will be a part
of Idaho Power s electrical transmission and distribution system.
.8l9hts of Way and/or Easements
WestRock will convey and/or grant to Idaho Power such easements
or rights of way on WestRock's land that Idaho Power may determine are reasonably
required for locating, constructing, operating and maintaining the Requested Facilities.
All such easements and rights of way will be in a form acceptable to Idaho Power, and
will be provided to Idaho Power at no cost. Idaho Power will be responsible for
obtaining any and all permits, rights of way, and/or regulatory approvals required by
public agencies for performance of this Agreement and for payment of any and all
Page 5
permit fees and/or taxes required for or associated with such permits, rights of way, and
regulatory approvals.
Vested Interest Refund Provisions
WestRock recognizes that in order to supply 7.5 MW of electrical
capacity at the Delivery Point that will allow WestRock to receive electrical energy with
the power quality specifications requested by WestRock, it will be necessary for Idaho
Power to construct a portion of the Interconnection Facilities outside the Resort Project
boundaries with a capacity greater than 7.5 MVA. However , as provided in Section 3
except as may be allowed by subsequent agreement between the parties , WestRock
will not be entitled to use more than 7.5 MW of capacity in the Interconnection Facilities.
Idaho Power and WestRock have agreed that , while this
Agreement is not subject to Rule H , it would be reasonable to apply the Rule H refund
principles in effect at the time of this Agreement to a portion of the cost of the
Interconnection Facilities located outside the Resort Project boundaries. With this
exception, this Agreement is not related to nor governed by Rule H.
That portion of the Interconnection Facilities that will be subject to
refunds ("Vested Interest Portion" as that term is defined in Rule H) under this Section 7
is more particularly described in Exhibit 5. The maximum dollar amount for each Phase
subject to refund under this Section 7 is also specified in Exhibit 5. These maximum
dollar amounts are hereafter referred to as the "Maximum Refund Amounts The total
amount refunded to WestRock under this Agreement will not exceed the Maximum
Refund Amounts. For purposes of this Section 7 , WestRock will be deemed as to be an
initial Applicant and a Vested Interest Holder (as those terms are defined in Rule H) in
Page 6
the Vested Interest Portion of the Interconnection Facilities specified in Exhibit5 up to
the Maximum Refund Amounts and will be entitled to receive Vested Interest Refunds
(as defined in Rule H) based on Vested Interest Charges (as defined in Rule H) for
Connections of Additional Applicants (as defined in Rule H) to the Vested Interest
Portion of the Interconnection Facilities described in Exhibit 5 for a period ending five (5)
years after the completion of the Phase 2 Requested Facilities. Notice of the
commencement of the five year period will be given as provided in Section 3.1. The
Vested Interest Refund limitations described in Section VI.A.1 of Rule H will be
applicable to WestRock's refund entitlement under this Agreement, provided that the
four Additional Applicants identified in Section VI.1 .a. shall be limited to Additional
Applicants connecting a load of not less than kW. Additional Applicants with
loads smaller than kW will not trigger a refund obligation nor count against the
limitation of four Additional Applicants during the period ending five (5) years after the
completion date of the Phase 2 Requested Facilities.
Additional Provisions
Liability Each Party will indemnify and hold harmless the other
Party from and against loss , damage or liability, exclusive of costs and attorney s fees,
resulting from claims asserted by third persons against either or both Parties to this
Agreement on account of injury or death to persons or damage or destruction of
property occurring on such (indemnifying) Party s side of the aforesaid Delivery Point
unless such injury or damage shall have resulted from the sole negligence of the other
Party; provided, however, that each Party shall be solely responsible for claims of and
Page 7
payment to its employees for injuries occurring in connection with their employment or
arising out of any worker s compensation laws.
Limitation on Liability NEITHER PARTY SHALL, IN ANY EVENT
BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY
PUNITIVE OR CONSEQUENTIAL DAMAGES SUCH AS, BUT NOT liMITED TO,
LOST PROFITS , REVENUE OR GOOD WILL, OR INTEREST , WHETHER SUCH
LOSS IS BASED ON CONTRACT , WARRANTY, NEGLIGENCE , STRICT LIABILITY
OR OTHERWISE.
Waivers Any waiver at any time by either Party of any right with
respect to any matter arising under this Agreement , or any failure to give notice
provided hereunder, shall not be deemed to be a waiver with respect to any subsequent
matter, nor as the establishment of or consent to any practice under this Agreement or
an interpretation of any term or provision hereof.
8.4 Successors and Assi~. Neither Party shall assign this
Agreement or any portion thereof without the prior written consent of the other Party,
which consent of such other Party shall not be unreasonably withheld. Upon proper
assignment , this Agreement shall inure to the benefit of and be binding upon the
successors in interest, assigns and legal representatives of WestRock and Idaho
Power.
.8.ggulatorv Authority . This Agreement is subject to valid laws and
to the regulatory authority and orders , rules and regulations of the Idaho Public Utilities
Commission and such other administrative bodies having jurisdiction , as well as Idaho
Page 8
Power Company s Rules and Regulations as now or may be hereafter modified and
approved by the Idaho Public Utilities Commission.
Choice of Law and Venue . This Agreement shall be governed by
and construed in accordance with the laws of the State of Idaho, and venue for any
court proceeding arising out of this Agreement shall be in Boise, Idaho.
Modifications and Counterparts. This Agreement may only be
amended or modified by a writing signed by the duly authorized representatives of both
parties. This Agreement may be executed in counterparts , each of which , taken
together, shall constitute one and the same Agreement.
Commission AQProval.This Agreement shall be subject to the approval of
the Commission and the respective rights and obligations of the Parties hereunder shall
be subject to the continuing jurisdiction and regulatory authority of said Commission.
IN WITNESS WHEREOF , the Parties have entered into this Agreement
effective as of the day and year first above written.
WESTROCK ASSOCIATES , LLC
By:
Title:
IDAHO POWER COMPANY
By:
Title:
Page 9
Exhibit 1
Phase 1 Interconnection Facilities
The objective of the 2003 construction activities is to provide up to 1 MV A of three
phase power at the Delivery Point.
Phase 1 Interconnection Facilities will include approximately half of the Segment 2
overhead facilities , all of the Segment 3 underground facilities and all of the Segment 4
overhead facilities.
Segment 2 - Norwood Road to Tamarack Falls:
The overhead distribution system will be approximately 1 .8 miles long and
constructed with 336 kcmil AAC (All Aluminum Conductor) conductors for 35 kV
operation.
Segment 3 - Tamarack South to the west side of Section 29:
The underground distribution facility will be installed in a conduit system for
approximately 1 .2 miles long. The system will be designed for 35 kV operation
with two circuits of 350 mcm aluminum conductor.
Segment 4 - West Section 29 to WestRock:
The overhead distribution system will be approximately 1 .9 miles long and
constructed with 336 kcmil AAC conductors for 35 kV operation.
If the underground facilities of Segment 3 can be completed in 2003, up to 1 MV A of
capacity will be available at the Delivery Point.
EXHIBIT
Exhibit 2
Phase 2 Interconnection Facilities and Substation Facilities
The objective of the 2003 construction activities is to provide 7.5 MV A of three phase
power at the Delivery Point.
Phase 2 Interconnection Facilities will install all of the Segment 1 overhead facilities , the
remainder of the Segment 2 overhead facilities , and all of the substation facilities.
Segment 1 - Donnelly Substation to Four Corners:
The overhead distribution system will be approximately 3.6 miles long and
constructed with 336 kcmil AAC conductors for 35 kV operation.
Segment 2 - Four Corners to Norwood Road:
The overhead distribution system will be approximately 2.0 miles long and
constructed with 336 kcmil conductors for 35 kV operation.
Substation Facilities:
Replacement of the Donnelly substation transformer with a nominal 20 MV
transformer and other substation improvements associated with a 20 MV A class
transformer.
EXHIBIT 2
Exhibit 3
Delivery Point Description
(To be provided by WestRock)
EXHIBIT 3
Exhibit 4
Description of Resort Project Boundaries
(To be provided by WestRock)
EXHIBIT 4
Exhibit 5
Portion of Interconnection Facilities Subject To
Vested Interest Refund and Maximum Refund Amount(s)
Vested Interest refunds will only apply to the "distribution" facilities paid for by
WestRock. Transmission or substation work paid for by WestRock is not eligible for
refunding.
The provisions of the vested interest refunds are detailed in the Rule H tariff. Some of
the notable provisions of vested interest for this project are as follows:
. WestRock, as the initial applicant, will be eligible to receive up to 800/0 of
the original investment for the installation of distribution facilities , as a
vested interest refund.
Vested interest will be calculated and administered separately for each of
the Phases with the approximate completion date for Phase I in the year
2002 and the approximate completion date for Phase II in the year 2003.
Each Phase will be eligible for refunds from four Additional Applicants
during the 5-year period following the completion date of each Phase of
construction.
The method for calculating vested interest will follow the provisions of the
Rule H tariff and the Additional Applicant will have the choice of Option
or Option 2 for determining their vested interest payment amount as
detailed in the Rule H tariff.
If WestRock desires , a "Vested Interest Waiver Agreement" can be
signed , waiving vested interest payments from Additional Applicants with
loads smaller than the KW amount selected by WestRock in accordance
with Section 7.3 of this Agreement.
Connections made inside the geographical area described by WestRock
in Exhibit 4 and included in the 7.5 MW maximum load request will not be
considered Additional Applicants for the purpose of vested interest
Phase I Facilities Phase II Facilities
Vested Interest Portion
Maximum Refund Amount
$714 027
$571 ,222
$378,355
$302 685
EXHIBIT 5
EXHIBIT
MHO
- '
PCNVER
IDAHO POWER COMPANY
O, BOX 70
BOISE, IDAHO 83707
An IDACORP company
JERRY D. NIELSONGeneral Manager - Engineering
and Construction
June 10, 2003
Jean Pierre Boespflug
Tamarack Resort, LLC
475 S. Capitol Boulevard
Suite 200
Boise , I D 83702
Dear Mr. Boespflug:
On December 13 , 2002, our two companies entered into an agreement
Letter Agreement") to proceed with the construction of certain electric distribution
facilities for the Tamarack Resort project, while at the same time reserving the parties
right to pursue a dispute resolution process at the Idaho Public Utilities Commission.
Attached to the December 13, 2002 Letter Agreement as Annex 1 was a draft
Mreement to Provide Electric Distribution Facilities Annex1 "
).
With the exception of
those portions of Annex 1 that are identified in the December 13, 2002 letter agreement
as being subject to change based on the outcome of the I PUC dispute resolution
process , the parties have agreed that the terms and conditions in Annex 1 are
acceptable.
One of the provisions of Annex 1 which is not in dispute is Section 1.
which limits Idaho Power s obligation to providing one MV A of three-phase power at the
Delivery Point by the end of the 2003 construction season. Since Section 1.1 was
negotiated and accepted by the parties, Tamarack has requested that the Company
consider how the Company could provide more than 1 MV A of power at the Delivery
Point by the end of the 2003 construction season. Idaho Power has been able to
identify a way in which it could improve existing facilities on Roseberry Road and
provide an additional 1 MV A (for a total of 2 MV A) of three-phase power at the Delivery
Point by the end of the 2003 construction season. Providing the additional 1 MV A will
require that Tamarack make a payment to Idaho Power by June 1,2003 in the amount
of $120 000. Idaho Power has also agreed that when all of the Requested Facilities
described in Annex 1 are installed , the Roseberry Road improvements installed to add
the additional 1 MV A of capacity will provide some continuing benefit to Idaho Power
system. As a result, Idaho Power is willing to credit the $120 000 June 1 , 2003
payment against Tamarack's final payment which Tamarack has agreed to make on or
before October 1 , 2004. Because Idaho Power will be paying for the entire cost of the
Telephone: [phone] Fax [phone]
Jeanne Pierre Boespflug
Page #2
June 10 , 2003
Roseberry Road improvements by way of the $120,000 credit, this section of line will
not be eligible for vested interest refunds.
To memorialize our agreement to provide the additional 1 MV A in 2003,
attached is a revised Annex 1 to the December 13, 2002 letter agreement. The revised
Annex 1 reflects the name change from Westrock Associates , LLC to Tamarack Resort
LLC as well as the other changes necessary to describe the Roseberry Road
improvements which allow Idaho Power s agreement to provide 2 MV A at the Delivery
Point by the end of the 2003 construction season rather than the 1 MV A provided under
the prior Annex 1.
If you concur that the foregoing and the attached revised Annex 1
~reement to Provide Electric Distribution Facilities accurately represents the agreed
upon changes to the Letter Agreement and Annex 1 , please indicate your company
agreement by signing all three copies of this letter in the space provided below and
returning two fully executed copies to me. Idaho Power will attach the revised
unsigned Annex 1 to the Application to the Idaho Public Utilities Commission so that we
can move forward to resolve the remaining issues relating to Annex 1 and complete this
transaction.
Very truly yours
JDN:jb
Attachment
TAMARACK RESORTS, LLC
Date:12~~
ANNEX
AGREEMENT TO PROVIDE ELECTRIC DISTRIBUTION FACiliTIES
THIS AGREEMENT, dated , 2002 , is by and between
TAMARACK RESORT, LLC ("Tamarack"), a Limited Liability
Company, with its principle offices at 475 S. Capitol Boulevard , Boise , Idaho, and
IDAHO POWER COMPANY ("Idaho Power" or "the Company ), an Idaho corporation
with its principal offices at 1221 West Idaho Street, Boise, Idaho. Tamarack and Idaho
Power may also be referred to individually as "Party" or collectively as "Parties.
RECIT ALS
Tamarack intends to develop a substantial four seasons resort
project
, ("
Resort Project") to be located in Valley County, Idaho. Tamarack has
indicated that at final build out , the Resort Project will be a complex featuring
approximately 2 000 housing units , and approximately 272 000 square feet of
commercial space along with a golf course , ski lifts and other recreational amenities
with a combined electrical load of approximately 20 MW. Because final build out is
expected to take a number of years , Tamarack has requested that Idaho Power make
5 MV A of electrical capacity available to the Resort Project site by October 1 , 2004.
Because the Resort Project will be located~in an area where Idaho
Power does not have existing facilities of adequate capacity and desired phase and
voltage , delivery of power (capacity) to the Resort Project's site will require the
construction of (1) underground and overhead facilities and lines to interconnect with
Idaho Power s existing transmission/distribution system ("Interconnection Facilities
and (2) installation of additional equipment and facilities at the Company s existing
Page
Donnelly Substation (the "Substation Facilities
).
The Interconnection Facilities and the
Substation Facilities are sometimes hereinafter collectively referred to as the
Requested Facilities.Installation of distribution facilities within the boundaries of the
Resort Project will be made in accordance with Rule H, Idaho Power s tariff governing
line installations, including any revisions to that rule , or any successor rules or
schedules. Except as provided in Section 7 herein , this Agreement is not subject to or
governed by Rule H.
Idaho Power will construct the Requested Facilities in accordance
with the terms and provisions of this Agreement.
NOW , THEREFORE , in consideration of the mutual obligations and
undertaking set forth herein , and other good and valuable consideration, the sufficiency
is hereby acknowledged , Tamarack and Idaho Power agree as follows:
AGREEMENTS
Construction of Requested Facilities
The Requested Facilities will be constructed in two phases.
Phase 1 facilities to be constructed in 2003, will provide not more
than 2 MV A of three-phase power at the Delivery Point by the end of the 2003
construction season. A general description of the Phase 1 facilities is attached as
Exhibit 1.
Phase 2 construction will be performed during the 2004
construction season and will include the construction of the Interconnection Facilities
and the installation of the Substation Facilities to provide 7.5 MW of electric capacity at
Page 2
the Delivery Point. A general description of the Phase 2 Interconnection Facilities and
Substation Facilities is attached as Exhibit 2.
Idaho Power will construct the Requested Facilities to provide for
the delivery of power (capacity) at a point generally described as the northeast corner of
the Resort Project property at the west boundary of the West Mountain Road right of
way, as more particularly described on Exhibit 3 attached hereto (the "Delivery Point"
1.4 Phase 1 construction is expected to be completed by Idaho Power
on or before October 1 , 2003. Phase 2 construction is expected to be completed by
Idaho Power on or before October 1 , 2004.
Idaho Power will use commercially reasonable efforts to complete
construction of the Requested Facilities by the dates specified in Section 1.4 above.
However, Tamarack recognizes that Idaho Power s ability to complete either Phase 1 or
Phase 2 on or before the dates specified , is subject to the receipt of the payments from
Tamarack as described herein, Idaho Power s ability to obtain required labor, materials
and equipment, timely receipt of satisfactory easements and rights of way, and timely
receipt of governmental regulatory authorizations , including, but not limited to, approval
of this Agreement by the Idaho Public Utilities Commission ("Commission
If Idaho Power fails to meet the completion deadlines described
above, and such failure is not excused as provided in Section 1.5, the Parties agree that
Tamarack may submit the matter to the Commission for appropriate relief, and pending
final resolution , Tamarack's obligation to make further payments pursuant to the terms
of this Agreement shall be suspended.
Page 3
.ErQject Cost
The total estimated cost for the design and construction of the
Requested Facilities is $2 716,245.
The portion of the aforesaid total cost which shall be paid by
Tamarack is: $1 918,933.
QmJacity Entitlement
At the completion of Phase 2 , Idaho Power will make available to
Tamarack 7.5 MW of electrical capacity measured at the Delivery Point to serve loads
within the Resort Project boundaries. The Resort Project boundaries are shown on
Exhibit 4. However , if at the conclusion of the 15 year period following the completion of
construction of Phase 2 , total loads within the Resort Project boundaries are less than
5 MW , Tamarack's entitlement to 7.5 MW of capacity at the Delivery Point will be
ended. Idaho Power will send a letter to Tamarack specifying the date when
construction of Phase 2 has been completed and notifying Tamarack that the 15 year
time period described above has commenced.
Payment Provisions
Tamarack will make payments to Idaho Power for the Phase
Requested Facilities in the amounts and at the times specified below:
December 20, 2002
June 1 , 2003
July 1 2003
September 1 , 2003
$374 150 (paid)
$120 000
$374 150
$187 075
Tamarack will make payments to Idaho Power for the Phase 2
Requested Facilities in the amounts and at the times specified below:
Page 4
. .
March 1 , 2004
May 1 , 2004
October 1 2004
$393,423
$393,423
$196,712
If on October 1 , 2004 Tamarack has made the payments in the
amounts and at the times specified in Sections 4.1 and 4.2 and has otherwise
performed its obligations under this Agreement, Idaho Power will credit the $120,000
paid by Tamarack on June 1 , 2003 against the October 1 , 2004 payment amount.
4.4 If Tamarack fails to pay an amount due on or before the payment
milestone date specified in Sections 4.1 and 4.2, any obligation of Idaho Power to
further perform under this Agreement and to credit the $120 000 amount paid on June
, 2003 will be terminated. Idaho Power will have the sole discretion to determine if any
subsequent (late) payment by Tamarack will permit the continuation of this Agreement
or if the Agreement should be terminated.
OwnershiQ....Qperation and Maintenance
Idaho Power will own, operate and maintain the Requested
Facilities constructed pursuant to this Agreement. Tamarack recognizes that it is paying
a proportionate share of the total costs of improving a portion of Idaho Power s utility
system, and recognizes that Idaho Power will utilize the improvements to the system to
provide service to other customers, and that the improvements will be a part of Idaho
Power s electrical transmission and distribution system.
BJghts of Wav and/or Easements
Tamarack will convey and/or grant to Idaho Power such easements
or rights of way on Tamarack's land that Idaho Power may determine are reasonably
required for locating, constructing, operating and maintaining the Requested Facilities.
Page 5
All such easements and rights of way will be in a form acceptable to Idaho Power , and
will be provided to Idaho Power at no cost. Idaho Power will be responsible for
obtaining any and all permits , rights of way, and/or regulatory approvals required by
public agencies for performance of this Agreement and for payment of any and all
permit fees and/or taxes required for or associated with such permits, rights of way, and
regulatory approvals.
Vested Interest Refund Provisions
Tamarack recognizes that in order to supply 7.5 MW of electrical
capacity at the Delivery Point that will allow Tamarack to receive electrical energy with
the power quality specifications requested by Tamarack, it will be necessary for Idaho
Power to construct a portion of the Interconnection Facilities outside the Resort Project
boundaries with a capacity greater than 7.5 MV A. However, as provided in Section 3
except as may be allowed by subsequent agreement between the parties , Tamarack
will not be entitled to use more than 7.5 MW of capacity in the Interconnection Facilities.
Idaho Power and Tamarack have agreed that , while this Agreement
is not subject to Rule H , it would be reasonable to apply the Rule H refund principles in
effect at the time of this Agreement to a portion of the cost of the Interconnection
Facilities located outside the Resort Project boundaries. With this exception, this
Agreement is not related to nor governed by Rule H.
That portion of the Interconnection Facilities that will be subject to
refunds ("Vested Interest Portion" as that term is defined in Rule H) under this Section 7
is more particularly described in Exhibit 5. The maximum dollar amount for each Phase
subject to refund under this Section 7 is also specified in Exhibit 5. These maximum
Page 6
dollar amounts are hereafter referred to as the "Maximum Refund Amounts . The total
amount refunded to Tamarack under this Agreement will not exceed the Maximum
Refund Amounts. For purposes of this Section 7 , Tamarack will be deemed as to be an
initial Applicant and a Vested Interest Holder (as those terms are defined in Rule H) in
the Vested Interest Portion of the Interconnection Facilities specified in Exhibit 5 up to
the Maximum Refund Amounts and will be entitled to receive Vested Interest Refunds
(as defined in Rule H) based on Vested Interest Charges (as defined in Rule H) for
Connections of Additional Applicants (as defined in Rule H) to the Vested Interest
Portion of the Interconnection Facilities described in Exhibit 5 for a period ending five (5)
years after the completion of the Phase 2 Requested Facilities. Notice of the
commencement of the five year period will be given as provided in Section 3.1. The
Vested Interest Refund limitations described in Section VI.A.1 of Rule H will be
applicable to Tamarack's refund entitlement under this Agreement , provided that the
four Additional Applicants identified in Section VI.1 .a. shall be limited to Additional
Applicants connecting a load of not less than kW. Additional Applicants with
loads smaller than kW will not trigger a refund obligation nor count against the
limitation of four Additional Applicants during the period ending five (5) years after the
completion date of the Phase 2 Requested Facilities.
Additional Provisions
Liability Each Party will indemnify and hold harmless the other
Party from and against loss, damage or liability, exclusive of costs and attorney s fees
resulting from claims asserted by third persons against either or both Parties to this
Agreement on account of injury or death to persons or damage or destruction of
Page 7
. .
property occurring on such (indemnifying) Party s side of the aforesaid Delivery Point
unless such injury or damage shall have resulted from the sole negligence of the other
Party; provided , however, that each Party shall be solely responsible for claims of and
payment to its employees for injuries occurring in connection with their employment or
arising out of any worker s compensation laws.
Limitation on Liability NEITHER PARTY SHALL, IN ANY EVENT
BE LIABLE TO THE OTHER FOR ANY SPECIAL , INCIDENTAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES SUCH AS, BUT NOT LIMITED TO,
LOST PROFITS, REVENUE OR GOOD WILL, OR INTEREST, WHETHER SUCH
LOSS IS BASED ON CONTRACT, WARRANTY , NEGLIGENCE, STRICT LIABILITY
OR OTHERWISE.
Waivers Any waiver at any time by either Party of any right with
respect to any matter arising under this Agreement, or any failure to give notice
provided hereunder, shall not be deemed to be a waiver with respect to any subsequent
matter, nor as the establishment of or consent to any practice under this Agreement or
an interpretation of any term or provision hereof.
Successors and Assi~. Neither Party shall assign this
Agreement or any portion thereof without the prior written consent of the other Party,
which consent of such other Party shall not be unreasonably withheld. Upon proper
assignment , this Agreement shall inure to the benefit of and be binding upon the
successors in interest, assigns and legal representatives of Tamarack and Idaho Power.
Bggulatorv Authority . This Agreement is subject to valid laws and
to the regulatory authority and orders, rules and regulations of the Idaho Public Utilities
Page 8
Commission and such other administrative bodies having jurisdiction, as well as Idaho
Power Company s Rules and Regulations as now or may be hereafter modified and
approved by the Idaho Public Utilities Commission.
Choice of Law and Venue. This Agreement shall be governed by
and construed in accordance with the laws of the State of Idaho, and venue for any
court proceeding arising out of this Agreement shall be in Boise, Idaho.
Modifications and Counterparts. This Agreement may only be
amended or modified by a writing signed by the duly authorized representatives of both
parties. This Agreement may be executed in counterparts , each of which, taken
together , shall constitute one and the same Agreement.
Commission AQ,Proval . This Agreement shall be subject to the approval of
the Commission and the respective rights and obligations of the Parties hereunder shall
be subject to the continuing jurisdiction and regulatory authority of said Commission.
IN WITNESS WHEREOF, the Parties have entered into this Agreement
effective as of the day and year first above written.
...
TAMARACK RESORT, LLC
By:
Title:
IDAHO POWER COMPANY
By:
Title:
Page 9
Exhibit 1
Phase 1 Interconnection Facilities
The objective of the 2003 construction activities is to provide up to 1 MV A of three
phase power at the Delivery Point.
Phase 1 Interconnection Facilities will include Segment 2 overhead facilities, Segment 3
underground facilities and Segment 4 overhead facilities.
Segment 2 - Four Corners to Tamarack Falls:
The overhead distribution system will be approximately 2.8 miles long and
constructed with 336 kcmil AAC (All Aluminum Conductor) conductors for 35 kV
operation.
Segment 3 - Tamarack South to the west side of Section 29:
The underground distribution facility will be installed in a conduit system for
approximately 1.2 miles long. The system will be designed for 35 kVoperation
with two circuits of 350 mcm aluminum conductor.
Segment 4 '- West Section 29 to Tamarack:
The overhead distribution system will be approximately 1 .9 miles long and
constructed with 336 kcmil AAC conductors for 35 kV operation.
Phase 1 Interconnection Facilities will also include improvements to approximately 1.
miles of existing facilities on Roseberry Road between Main Street in Donnelly and
Norwood Road.
If the underground facilities of Segment 3 and the Roseberry Road improvements can
be completed in 2003, up to 2 MV A of capacity will be available at the Delivery Point.
EXHIBIT
Exhibit 2
Phase 2 Interconnection Facilities and Substation Facilities
The objective of the 2004 construction activities is to provide 7.5 MV A of three phase
power at the Delivery Point.
Phase 2 Interconnection Facilities will install all of the Segment 1 overhead facilities and
all of the substation facilities.
Segment 1 - Donnelly Substation to Four Corners:
The overhead distribution system will be approximately 4.6 miles long and
constructed with 336 kcmil AAC conductors for 35 kV operation.
Substation Facilities:
Replacement of the Donnelly substation transformer with a nominal 20 MV
transformer and other substation improvements associated with a 20 MV A class
transformer.
EXHIBIT 2
Exhibit 3
Delivery Point Description
(To be provided by Tamarack)
EXHIBIT 3
. .
Exhibit 4
Description of Resort Project Boundaries
(To be provided by Tamarack)
EXHIBIT 4
. .
Exhibit 5
Portion of Interconnection Facilities Subject To
Vested Interest Refund and Maximum Refund Amount(s)
Vested Interest refunds will only apply to the "distribution" facilities paid for by
Tamarack. Transmission or substation work paid for by Tamarack is not eligible for
refunding.
The provisions of the vested interest refunds are detailed in the Rule H tariff. Some of
the notable provisions of vested interest for this project are as follows:
. Tamarack, as the initial applicant, will be eligible to receive up to 800/0 of
the original investment for the installation of distribution facilities, as a
vested interest refund. The improvements to the existing facilities on
Roseberry Road installed during Phase 1 to increase the capacity at the
Delivery Point in 2003 from 1 MV A to 2 MV A will not be eligible for vested
interest refunds.
Vested interest will be calculated and administered separately for each of
the Phases with the approximate completion date for Phase I in the year
2003 and the approximate completion date for Phase II in the year 2004.
Each Phase will be eligible for refunds from four Additional Applicants
during the 5-year period following the completion date of each Phase of
construction.
The method for calculating vested interest will follow the provisions of the
Rule H tariff and the Additional Applicant will have the choice of Option
or Option 2 for determining their vested interest payment amount as
detailed in the Rule H tariff.
If Tamarack desires , a "Vested Interest Waiver Agreement" can be signed
waiving vested interest payments from Additional Applicants with loads
smaller than the KW amount selected by Tamarack in accordance with
Section 7.3 of this Agreement.
Connections made inside the geographical area described by Tamarack in
Exhibit 4 and included in the 7.5 MW maximum load request will not be
considered Additional Applicants for the purpose of vested interest
Phase I Facilities Phase II Facilities
Vested Interest Portion
Maximum Refund Amount
$714 027
$571 ,222
$378,355
$302 685
EXHIBIT 5
EXHIBIT
EXHIBIT 3
TAMARACK'S REVISED AGREEMENT TO PROVIDE ELECTRIC DISTRIBUTION
F ACI LITI
NOTE: Tamarack is prepared to enter into Sections 1 through 6, 8 and 9,
and Exhibits 1-4 of the Agreement. Tamarack requests changes only to Section 7
and Exhibit 5, which, with Tamarack's revisions, would read as follows:
Vested Interest Refund Provisions
WestRock recognizes that in order to supply 7.5 MW of electrical
capacity at the Delivery Point that will allow WestRock to receive electrical energy with
the power quality specifications requested by WestRock, it will be necessary for Idaho
Power to construct a portion of the Interconnection Facilities outside the Resort Project
boundaries with a capacity greater than 7.5 MVA. However, as provided in Section 3
except as may be allowed by subsequent agreement between the parties , WestRock
will not be entitled to use more than 7.5 MW of capacity in the Interconnection Facilities.
Idaho Power and WestRock have agreed that, while this
Agreement is not subject to Rule H , it would be reasonable to apply the Rule H refund
principles in effect at the time of this Agreement to a portion of the cost of the
Interconnection Facilities located outside the Resort Project boundaries. With this
exception , this Agreement is not related to nor governed by Rule H.
That portion of the Interconnection Facilities that will be subject to
refunds ("Vested Interest Portion" as that term is defined in Rule H) under this Section 7
Exhibit 5
Portion of Interconnection Facilities Subject
Vested Interest Refund and Maximum Refund Amount(s)
Vested Interest refunds will apply to any distribution , transmission or substation facilities
paid for by WestRock, save and except transmission or substation facilities which are
attributable to WestRock's alpine skiing operation. These facilities, which shall be
eligible for vested interest refunds, are hereinafter referred as "the Facilities
The provisions of the vested interest refunds are detailed in the Rule H tariff. Some of
the notable provisions of vested interest for this project are as follows:
. WestRock, as the initial applicant, will be eligible to receive a total sum
which shall not exceed WestRock's total original investment for the
construction and/or installation of the Facilities , as a vested interest
refund.
Vested interest will be calculated and administered separately for each of
the Phases with the approximate completion date for Phase I in the year
2003 and the approximate completion date for Phase II in the year 2004.
Each Phase will be eligible for refunds from any Additional Applicant who
connects during the 10 year period following the completion date of each
Phase of construction.
The method for calculating vested interest will follow the provisions of the
Rule H tariff and the Additional Applicant will have the choice of Option
or Option 2 for determining their vested interest payment amount as
detailed in the Rule H tariff.
Connections made inside the geographical area described by WestRock
in Exhibit 4 and included in the 7.5 MW maximum load request will not be
considered Additional Applicants for the purpose of vested interest
Phase I Facilities Phase II Facilities
Vested Interest Portion
Maximum Refund Amount
(WestRock cannot accurately calculate these
sums without further information from IPCO)