20031017Avista Potlatch Interconnection Agreement.pdf

Avista Corp.
1411 East Mission POBox3727
Spokane, Washington 99220-3727
Telephone [phone]
Toll Free 800-727-9170
RECEIVED 0FILED
Z803 OCT 19 ttM12: II
'V'STA.
Corp.
, .
iUi\hU PUBLIC
UTILITIES COMt11SSl0N
October 9, 2003
State of Idaho
Idaho Public Utilities Commission
Statehouse
Boise, ill 83720
Attention: Ms. Jean D. Jewell, Commission Secretary
RE: Case No. A VU-02-
Enclosed for informational purposes in this Case is a copy of the Generation
Interconnection (Interconnection) Agreement between A vista and Potlatch Corporation.
This Interconnection Agreement is referenced in the Power Purchase and Sale
Agreement, which was filed with the Commission as part of the joint petition dated
August 22 2003.
If you have any questions regarding this filing, please call Kelly Norwood at 509-495-
4267 or Brian Hirschkorn at 509-495-4723.
Sincerely,
Ax..rtd
Kelly Norwood
Vice-President, State and Federal Regulation
Enc.
Avista Corp. Contract No, A V-TRO3-0169
GENERA TION INTERCONNECTION AGREEMENT
Between
A VISTA CORPORATION
And
POTLATCH CORPORATION
INDEX TO SECTIONS
Section
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
Page
Definitions .........................................................."""""""""""""""""""""""""
Term of Agreement;............................................................................................. 4
Interconnection Service and Service Standards """""""""""""""""""""""""" 5
Construction of Interconnection Facili ties..........................................................
Operation and Maintenance............................................"""""""""""""""""'" 12
Metering, Communication and Data..................................................,................ 13
Billings and Payment for Reimbursable Services """"""""""""""""""""""'" 14
Force Majeure.......................................................~.............................................. 16
Indemnity ......................................................""""""""""""""""""""""""""" 18
Limi tati on of Liabili ty ......................................................................................... 20
Insurance ...........................................................................................~................. 20
Confidentiality """""""""""""""""""""""""""""'".........................................
Default ...................... ....... ........... ................................... ........ ................................
Assignment """"""""""""""""""""""""""""'"................................................
Dispute Resolution ...............
:................................................................................
Governmental Authority........................................................................................
Several Obligations ...............................................................................................
Implementation..... """ ............ .........
....... ....... ....... .... """""'" ......................... .......
Amendment """"""""""""""""""""""""""'"...................................................
Notices ................................................................................................................. 28
Integration """""""""""""""""""""""""""...................................................... 29
Non - W ai ver ..........................................................................................;................ 29
No Third-Party Beneficiaries................................................................................ 29
Duty to Cooperate..........
:.............................
;........................................................ 29
Headings for Convenience Only........................................................................... 30
Construction of Agreement.................................................................................. 30
Counterparts """""""""""""""""""""""""""""...............................................
Relationship of the Parties """""""""""""""""""""""""""""""""""""""""" 30
Venue, Attorneys Fees and Choice of Laws.......................................................... 30
Compliance with Laws .................. ................
......... ........... .......... ..... ........ .............
Invalid Provision ...................
........ ....... """"'" """""""
........... ..... ...... ....... ........... 31
Representation of Authority................ """" .................................. .................. ...... 31
33.Exhi bi ts ................................................................................................................. 31
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J
Exhibit K
Exhibit L
Exhibit M
Definitions
Description of Interconnection Facilities , Ownership and Costs
Specific Interconnection Requirements
Metering Specifications, Points and Locations
Contact Information
Remedial Action Schemes
Governor Control Systems and Terminal Voltage Regulators
Required System Upgrades
Easements
Description of Generation Facility
Dispute Resolution Procedures
Insurance Requirements
Application for Electric Generation Interconnection
GENERATION INTERCONNECTION AGREEMENT
This Generation Interconnection Agreement ("Agreement") is entered into as of
this day of 3e...f-te.~be,r-2003 , by and between Avista Corporation
Avista ), a Washington corporation with its principal corporate offices located at 1411
East Mission, Spokane, Washington and Potlatch Corporation ("Potlatch" or "Generating
Company ), a Delaware corporation with its principal corporate offices located at 601
West Riverside Ave., Suite 1100 Spokane, WA 99201. Avista and Generating Company
may be individually referred to herein as a "Party" and collectively as "Parties.
WHEREAS, Avista is a public utility engaged in , among other activities, the
business of owning and operating an electric system consisting of generation
transmission and distribution facilities; and
WHEREAS, Generating Company owns, operates and controls an electric
generation facility, which is described in Exhibit J ("Generation Facility ), located at its
manufacturing plant in Lewiston, Idaho (the "Lewis ton Plant") that Generating Company
desires to remain interconnected with A vista s Electric System in a manner such that
Parallel Operation at 34.5 kV with A vista s Electric System and Potlatch's Lewiston
Plant electric load will continue; and
WHEREAS, Avista and Generating Company have entered into a Power
Purchase and Sale Agreement dated July 22 2003 ("Power Agreement"); and
WHEREAS, both Parties understand that this Agreement does not impose any
obligation or extend any right for the sale or purchase of electric power or provide any
transmission service distribution service Ancillary Services or Interconnected
Operations Services; as such transactions or services , if desired, will be provided under
separate agreements; and
WHEREAS, the Parties have agreed to execute this mutually acceptable
Generation Interconnection Agreement in order to maintain Interconnection Service to
Generating Company and to define the continuing rights, responsibilities, and obligations
of the Parties with respect to such interconnection.
NOW, THEREFORE , in consideration of their respective commitments set forth
herein, and intending to be legally bound hereby, the Parties covenant and agree as
follows:
DEFINITIONS.
Wherever used in this Agreement, terms with initial capitalization shall have the
meanings specified or as defined in Exhibit A.
TERM OF AGREEMENT.
Effective Date. This Agreement shall be effective on the date provided in
the introductory paragraph of this Agreement ("Effective Date
Term and Termination.
This Agreement shall become effective on the Effective Date and
unless earlier terminated pursuant to the provisions hereof, shall be for a term concurrent
with the term of the Power Agreement.Unless earlier terminated pursuant to the
provisions hereof, this Agreement shall terminate simultaneously with the expiration
termination or cancellation of the Power Agreement.
2 A vista shall file for all necessary regulatory approvals within thirty
(30) days of execution of the Agreement. In the event that any regulatory body
competent jurisdiction does not approve this Agreement or approves it upon conditions
that are unacceptable to either Party, this Agreement shall terminate upon the date of such
order.
In the event that the Power Agreement terminates, expires or is
cancelled for any reason, this Agreement shall terminate upon the date of such
termination, expiration or cancellation.
2.4 In the event that Potlatch sells or disposes of any of the electric
power output from the Lewiston Plant to any third party (i.a disposition that is neither
a sale to A vista nor used to serve Potlatch's load at the Lewiston Plant), this Agreement
shall terminate upon the commencement of such a sale or disposition.
Survival of Obligations. The applicable provisions of this Agreement
shall continue in effect after cancellation or termination hereof to the extent necessary to
provide for final billings , billing adjustments and payments pertaining to liability and
indemnification obligations arising from acts or events that occurred while this
Agreement was in effect.
INTERCONNECTION SERVICE AND SERVICE STANDARDS
Interconnection Service
. ,
Subject to the terms and conditions of this
Agreement and upon submitting a completed application for interconnection (Exhibit M),
A vista shall continue to provide Generating Company Interconnection Service Jor the
Generation Facilities at the Interconnection Point from the Effective Date of this
Agreement. The existing Interconnection Point is the line of demarcation between A vista
and Generating Company as far as the responsibility for ownership, construction
operation and maintenance of the Interconnection Facilities.
Generation and Load Evaluation.Without limitation to the
effectiveness of any provision of this Agreement, Generating Company agrees that it shall
operate its generation and load at the Lewiston Plant as provided in the Power
Agreement; provided, however any conflict between the terms of this Agreement and the
Power Agreement shall be governed by the Power Agreement.
Description of Interconnection Facilities. The Interconnection Facilities
linking the Generation Facility to Avista s Electric System are described in Exhibit B.
These Interconnection Facilities include all required equipment on either side of the
Interconnection Point, including at remote locations. Ownership of the Interconnection
Facilities , which includes maintenance responsibilities , is also indicated on Exhibit B.
The Parties shall amend Exhibit B as necessary to reflect future additions or
modifications to any Interconnection Facilities.
Service Standards. The Interconnection Facilities will be maintained and
operated in accordance with applicable NERC , State , NESC, ANSI/IEEE and WECC
standards, codes and policies in effect on the Effective Date of this Agreement (or in the
case of future construction of Interconnection Facilities , the standards, codes and policies
in effect on the date of commencement of construction of such facilities) and in
accordance with Good Industry Practice.
Service Voltages and FreQuency. Avista shall continue to furnish only
standard 60 Hertz voltages for interconnection of the Generation Facility to A vista
Electric System. The interconnection voltage is presently unregulated 34.5 kV three-
phase. Voltage levels under normal operating conditions can range plus or minus 5%
from nominal values on Avista s 115 kV Clearwater bus. Potlatch is responsible for its
own voltage regulation on the 34.5 kV and 12 kV busses.
Interconnection Point Disconnects. A vista will continue to supply 34.
kV power circuit breakers including associated disconnect switches at the
Interconnection' Point between the Generation Facilities and the Interconnection
Facilities, that can be operated and safety tagged by A vista s personnel. This switching
equipment, capable of isolating the Generation Facility from A vista s Electric System
will continue to only be accessible to A vista personnel.
General Interconnection ReQuirements for Generation Facilities
The Generation Facility will continue to be operated in accordance
with applicable federal , state , and local laws and regulations and Good Industry Practice.
The two existing electrical interconnection points are located at the
existing Clearwater Substation. These points are between Potlatch's 34.5 kV ring bus, and
the 34.5 kV load side disconnect switch associated with the 34.5 kV power circuit
breaker, each located on the load side of each of the two (2) 115-34.5 kV power
transformers, where Potlatch's 34.5 kV cables connect to Avista s 34.5 kV Utility Tie No
1 and Utility Tie No 2 aluminum pipe bus. For the purposes of this Agreement, these two
electrical interconnection points will continue to be considered as the Interconnection
Point.
The interconnection of the Generation Facility with Avista
Electric System shall not cause abnormal voltage magnitudes , frequencies, excessive
interruptions , or excessive harmonics as described below. This will include not injecting
communications signals of any type into A vista s Electric System.
7.4 The Generating Company will use its best efforts not to restrict
A vista s ability to range its nominal voltage operation levels plus or minus 5% (usually in
the plus 5% range) at the 115 kV Clearwater bus. In addition, the Generating Company
will use its best efforts for three-phase generators, to prevent unbalanced phase operation
that could cause a greater than 1 voltage unbalance at the Interconnection Point.
Potlatch is responsible for their own voltage regulation on the 34.5 kV and 12 kV busses.
Any voltage flicker at the Clearwater 115 kV bus originating from
operation of the Generation Facility shall not exceed a curve defined by the following
points:
25 fluctuations per second
20 fluctuations per second
14 fluctuations per second
8 fluctuations per second
5 fluctuations per second
1 fluctuation per second
1 fluctuation per minute
3 fluctuations per minute
1 fluctuation per hour
1 fluctuation per hour or less
1.4% maximum voltage sag
0% maximum voltage sag
7% maximum voltage sag
0.4% maximum voltage sag
0.4% maximum voltage sag
0.4% maximum voltage sag
8% maximum voltage sag
1.5% maximum voltage sag
1.5% maximum voltage sag
0% maximum voltage sag
Faults or disturbances from the Generation Facility shall not create
a sustained loss of service or excessive temporary losses of service (to customers other
than the Generating Company) on A vista s Electric System. A sustained loss is defined
as a loss of service to Avista s Electric System due to lockout of Avista s protective
equipment. A temporary loss is defined asa loss of service momentarily (less than 5
seconds) due to a trip and automatic reclose of Avista protective equipment.
Excessive" is defined as five (5) losses of service in any 12-month period directly
attributable to the Generation Facility. Generation Facility s insulation systems and surge
protection systems are presently coordinated, and will continue to be coordinated properly
with A vista s Electric System so as not to cause a direct fault on A vista s Electric System
due to transient surges within the Generation Facility.
Generator harmonics shall not exceed the limits as outlined for
telephone influence factor (TIP) in C50.13-1977, or C50.14-1977. For all generators
voltage distortion limits and current harmonic limits shall be as specified in IEEE 519-
1992, Section 10 and 11 , orlatest revision.
Generating Company is responsible for the protection of all
Generation Facility and Generator-Owned Interconnection Facilities equipment from any
type of system voltage or frequency excursion (including fault conditions) originating
from disturbances within or outside of Avista s Electric System.
Generating Company is responsible for the protection of all
Generation Facility equipment from any type of switching, lightning, or other transient
surge , independent of the source.
10 Subject to the provlSlons of the Power Agreement, Generating
Company may generate power to serve its own load, including both Facility Station
Service and power needed for its industrial processes. However, due to this requirement
the Generation Facility must be a synchronous generator.
11 While interconnected to A vis~a ' s Electric System, the Generation
Facility shall not provide service to, nor interconnect with, any other party, unless
allowed by Federal and Idaho law.
EQuipment ReQuirements
Generating Company shall supply, install, own, operate and
maintain all equipment on Generating Company s side of the Interconnection Point
accordance with all applicable electric standards and codes and Good Industry Practice.
The Interconnection Point protective and equipment requirements, ownership, operation
and maintenance will remain the same as presently exists. Generating Company will
continue to own, operate and maintain all electrical and protective equipment on the
Generating Company s side of the Interconnection Point, and A vista shall continue to
own, operate and maintain all electrical and protective equipment on its side of the
Interconnection Point. Generating Company will continue to own metering and A vista
will continue to maintain interconnection facility metering on Generating Company s side
of the Interconnection Point. A vista will continue to own and maintain metering on its
side of the Interconnection Point.
Generating Company shall maintain its equipment in good working
order and keep adequate maintenance records; A vista shall have the right , upon request
to review designs, control systems, maintenance records , and operating records of only
Interconnection Facilities and Generation Facilities owned and maintained by Generating
Company that could have an adverse effect on A vista s Electric System or A vista
customers. These rights shall include the right to have A vista personnel present during
any testing or modification of such facilities. A vista shall maintain its equipment in good
working order and keep adequate maintenance records. Generating Company shall have
the right, upon request, to review designs, control systems, maintenance records, and
operating records of only Interconnection Facilities owned and maintained by Avista that
could have an adverse effect on the Generating Company. These rights shall include the
right to have a limited number of qualified Generating Company personnel present during
any testing or modification of such facilities.
The generator s governor control system and voltage regulators ,are
described in Exhibit G.
Protection ReQuirements
Notwithstanding the provIsiOns of Sections 9 and 10 of this
Agreement, under no circumstances shall the Generating Company s execution of this
Agreement be interpreted a~ relieving the Generating Company from any responsibilities
to protect its Interconnection or Generation Facilities or as imposing any responsibility or
liability on Avista for damage to any of Generating Company s facilities or to any person
or property. In the event that the Generating Company fails to adequately plan, install
and maintain equipment to protect its Generation Facilities, A vista shall not be liable for
any damages, to include liability for damages under Section 10, nor have a duty to
indemnify Generating Company pursuant to Section 9. Notwithstanding the provisions of
Sections 9 and 10 of this Agreement, under no circumstances shall A vista s execution of
this Agreement be interpreted as relieving A vista from any responsibilities to protect its
Interconnection or Generation Facilities or as imposing any responsibility or liability on
Generating Company for damage to any of Avista s facilities or to any person orproperty.
In the event that the A vista fails to adequately plan, install and maintain equipment to
protect its Facilities , Generating Company shall not be liable for any damages, to include
liability for damages under Section 10, nor have a duty to indemnify A vista pursuant to
Section 9.
Generating Company shall continue to furnish, install, operate, and
maintain in good order and repair, and without cost to A vista such relays, locks and seals
breakers , automatic synchronizers, and other control and protection apparatus. The
Generating Company will continue to operate the Generation Facility in parallel with
A vista s Electric System. brief description of installed protection equipment is
described in Exhibit B. As of the date that this Agreement is executed it is agreed by both
Parties that existing protection equipment is adequate.
The Interconnection Facilities will continue to include the
following protective relay requirements, owned, installed and maintained by either Avista
or the Generating Company:
Avista presently provides under/over voltage and
under/over frequency relays and will continue to do so in the future.
The Generating Facility and A vista presently provide
means or devices that will prevent generators from being closed into or energizing a de-
energized A vista Electric System, and will continue to do so in the future.
For loss of A vista s Electric System, Generating Facility
shall not continue to generate into Avista s Electric System and Avistahas provided, at
Generating Company s expense, protection equipment to prevent such action , and will
continue to provide this equipment in the future.
3.4 The Generation Facility may be manually or automatically
started and connected to A vista s Electric System any time A vista s Electric System is in
a normal condition. A "normal" condition exists when Avista s Electric System at the
Interconnection Point is energized and no local conditions exist on A vista s Electric
System such as abnormal voltages, frequencies, single phasing, or the like, that would
prevent acceptable synchronization or connection to A vista s Electric System. Generating
Company shall provide adequate means for synchronizing to A vista s Electric System.
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CONSTRUCTION OF INTERCONNECTION FACILITIES
Easements and Access. Generating Company has acquired at Generating
Company s expense and conveyed or assigned to A vista all necessary easements and
rights-of-way, for the purpose of installing, operating, inspecting, maintaining, replacing
and removing any Interconnection Facilities or for access to Generator-Owned
Interconnection Facilities in accordance with this Agreement (attached at Exhibit I).
Generating Company will convey easements and/or permanent rights of way to the
property utilized for any additional facilities needed for interconnection. Also , if
construction of additional facilities is necessary, A vista s construction access should not
be restricted in any way. Generating Company shall provide to A vista a right of access to
all facilities necessary to provide the services contemplated under this Agreement
including the generation metering and communications systems, to install , inspect
maintain or replace such equipment and facilities upon reasonable notice and at a
mutually agreed upon time.
ReQuired System Upgrades. A vista shall perfonn
Company shall bear (as jointly agreed by the Generating Company
and Generating
and A vista) the
reasonable cost of, any Required System Upgrades set forth in Exhibit H.
Cost. If future (after the date of this Agreement is executed) upgrades
become necessary to the Interconnection Facilities, (as jointly agreed by the Generating
Company and Avista) the Generating Company shall reimburse Avista for the actual cost
for upgrading all Interconnection Facilities by A vista and replacement thereof including
the cost of installation. A vista shall use its best efforts to minimize the cost of the
Interconnection Facilities upgrades and the costs of the maintenance of the
Interconnection Facilities consistent with Good Industry Practices. Generating Company
shall pay A vista the following:
Fifty percent (50%) of the estimated upgrade cost of the
Interconnection Facilities, which A vista is designated to install, before any significant
equipment will be 'ordered; an additional twenty five percent (25%) (For a total of 75%)
of the estimated cost of the Interconnection Facilities before A vista will begin
construction/installation of the Facilities. Upon satisfactory completion of installation the
Generating Company will pay the remaining costs for a total of 100% compensation of
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actual costs. If the actual cost of construction is less than 75% of the estimated cost
Avista will rebate the Generating Company the ~ifference between 75% of the estimated
cost and actual upgrade cost with interest at the Interest Rate.
OPERA TION AND MAINTENANCE
Responsibility Subject to the provIsIOns of Sections 9 and 10
Generating Company shall construct operate and maintain Generator-Owned
Interconnection Facilities and equipment at its own risk and expense in accordance with
Good Industry Practices. If A vista is retained by Generating Company to perform any of
Generating Company s obligations under this Section 5., a separate agreement will be
executed by the Parties with respect to such construction , operation or maintenance of
Generator-Owned, In terconnection Facilities.
Interruption. In addition to any curtailments pursuant to Section 5.
A vista may require Generating Company to disconnect, curtail , interrupt or reduce
operation of the Generation Facility if Avista determines that curtailment, interruption or
reduction is necessary because of Force Majeure, or to protect persons and property from
injury or damage, or because of an Emergency, necessary system maintenance or system
modification.A vista shall use its best efforts to keep any period of curtailment
interruption, or reduction to a minimum. In order not to interfere unreasonably with
Generating Company s operations, where practical and possible, Avista shall give
Generating Company reasonable prior notice of any curtailment, interruption, or
reduction, the reason for its occurrence and its probable duration. Avista shall promptly
notify Generating Company of the reasons for any such disconnection , interruption
suspension or curtailment. A vista shall use its best efforts to mitigate and limit the
duration of any such disconnection , interruption, supervision or curtailment.
Emergency In the event of an Emergency requiring a curtailment
interruption or reduction in deliveries, the curtailing, interrupting or reducing Party shall
use its best efforts to promptly notify the other Party of the action taken or to be taken, the
reason for such action and its probable duration.
5.4 Precautions . The Parties shall take all precautions which are necessary to
prevent bodily harm to persons and damage to Interconnection Facilities in connection
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with construction activities or the interconnection of the Generation Facility with A vista
Electric System.
Contact Information. Any contact or communications between Avista
and Generating Company required under this Section 5 or required for operation of the
Generation Facility shall take place in accordance with Exhibit E.
Reliability Criteria. In carrying out the requirements of this Agreement
neither Party shall be required to take actions that would violate any provision of the
reliability criteria, standards , guidelines and operating procedures of NERC or WECC, its
FERC licenses (if any), or applicable governmental laws or regulations. In addition the
Generating Company will be required to meet all required applicable NERC and WECC
reliability requirements. As of the Effective Date of this Agreement, A vista is not a
signatory to the WECC Reliability Management System Agreement ("RMS Agreement"
However, if at any time during the term of this Agreement, A vista, either voluntarily or
otherwige, becomes subject to the provisions of the RMS Agreement, the Generating
Company shall undertake all necessary actions to comply with the RMS Agreement as
may be requested by A vista.
Maintenance Schedule. Avista shall notify Generating Company before
finalizing any proposed schedule for performing maintenance of Avista s Electric System
that involves a Maintenance Outage that will impact the Generation Facility and shall
consult with and make reasonable efforts to accommodate the needs of Generating
Company in scheduling a Maintenance Outage of A vista s Electric System in accordance
with Good Industry Practice. Generating company shall notify A vista before finalizing
any proposed schedule for performing maintenance of Generating Company s Electric
System that involves a Maintenance Outage that will impact Avista s Electrical System
and shall consult with and make reasonable efforts to accommodate the needs of A vista in
scheduling a Maintenance Outage of Generating Company Electric System in
accordance with Good Industry Practice.
METERING, COMMUNICATION AND DATA
Metering ReQuirements Generating Company will continue to own
interconnection facility metering and A vista will continue to maintain such metering on
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Generating Company s side of the Interconnection Point. A vista will continue to own and
maintain metering on its side of the Interconnection Point.Meters are located as
specified in Exhibit D. Exhibit D shall also specify any necessary adjustment factors if
the location of the metering system is not at the Interconnection Point, or requires loss
compensation. All such meters will be installed, tested and inspected in accordance with
Avista s meter testing program as filed with the Idaho Public Utilities Commission, with
the exception that testing will not occur any less frequently than once every two years for
solid-state electronic meters. If required by Generating Company, Avista shall provide
copies of applicable test and calibration records and calculations. A vista shall permit a
representative of Generating Company to be present at all times the meters are being
tested. In addition, A vista will test any or all of such meters as may reasonably be
requested by Generating Company. Reasonable costs for such requested test shall be paid
by Generating Company unless any of the meters is found to be inaccurate in which case
A vista shall pay for such test.
Metering Location. Existing metering locations will be maintained. As
provided in the Power Agreement, metering will be compensated to account for Facility
Station Service and losses.
Communications. Communications equipment specifications are set out
in Exhibits Band C. The existing communications system provides real-time power and
energy data.
Modifications to Metering or Communications In the event that
modifications to existing metering or communications facilities become necessary, A vista
shall determine the necessary modifications in consultation with Potlatch. Potlatch shall
pay the costs of any such modifications.
BILLINGS AND PAYMENT FOR REIMBURSABLE SERVICES
Invoices. Any invoices for reimbursable services provided to the other
Party under this Agreement during the preceding month shall be prepared within a
reasonable time after the first day of each month. Each invoice shall delineate the month
in which services were provided, shall fully describe the services rendered and shall be
itemized to reflect the services performed or provided. The invoice shall be paid within
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twenty (20) days of the invoice date. All payments shall be made in immediately
available funds payable to the other Party, or by wire transfer to a bank named by the
Party being paid, provided that payments expressly required by this Agreement to be
mailed shall be mailed in accordance with Section 7.
Address. Any payments required to be made by Generating Company
under this Agreement shall be made to A vista at the following address:
For Wire Transfers:For Other Payments
A vista Corporation
Attn: Director, Transmission Operations
1411 East Mission
Spokane, W A 99252-0001
US Bank
ABA #125000105
For credit to: A vista Corporation
Account No.1 53592234162
Any payments required to be made by A vista under this Agreement shall be made
to Generating Company at the following address:
For Wire Transfers
Wachovia Corp
ABA #061000227
For credit to: Potlatch Corporation
Account No. 2000127703660
For Other Payments
Potlatch Corporation
Idaho Pulp & Paperboard
Attn: Craig Crowel
O. Box 1126
Lewiston, ill 83501-1126
Interest.The rate of interest on any amount not paid when due shall be
equal to the Interest Rate in effect at the time such amount became due. Interest on
delinquent amounts shall be calculated from the due date of the bill to the date of the
payment. When payments are made by mail , bills shall be considered as having been paid
on the date of receipt by the other Party. Nothing contained in this Section 7 is intended
to limit either Party s remedies under Section 13 of this Agreement.
7.4 Effect of Payment.Payment of an invoice shall not relieve the paying
Party from any responsibilities or obligations it has under this Agreement, nor shall such
payment constitute a waiver of any claims arising hereunder.
Billing Dispute. If all or part of any bill is disputed by a Party, that Party
shall promptly pay the amount that is not disputed and provide the other Party a
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reasonably detailed written explanation of the basis for the Dispute pursuant to Section
15. The disputed amount shall be paid into an independent escrow account pending
resolution of the Dispute, at which time the prevailing Party shall be entitled to receive
the disputed amount, as finally determined to be payable, along with interest accrued at
the Interest Rate through the date on which payment is made, within ten (10) business
days of such resolution.
Audit.Subject to the confidentiality provisions of Section 12, within two
(2) years following a calendar year, during normal business hours, Generating Company
and A vista shall have the right to audit each other s accounts and records pertaining to
transactions under this Agreement that occurred during such calendar year at the offices
where such accounts and records are maintained; provided, however that the audit shall
be limited to those portions of such accounts and records that reasonably relate to the
services provided to the other Party under this Agreement for said calendar year. The
Party being audited shall be entitled to review the audit report and any supporting
materials.
No Right to Collection Costs. Neither Party shall be responsible for the
other Party s costs of collecting amounts due under this Agreement, including attorney
fees and expenses and the expenses of arbitration.
FORCE MAJEURE
Events.Neither Party shall be liable to the other Party for, or be
considered to be in breach of or default under this Agreement, on account of any delay in
performance due to any of the following events, which event or circumstance was not
anticipated as of the Effective Date ("Force Majeure
1.1 Any cause or condition beyond such Party s reasonable control that
such Party is unable to overcome by the exercise of reasonable diligence , including but
not limited to: fire, flood, earthquake, volcanic activity, wind, drought and other acts of
the elements; court order and act of civil , military or governmental authority; strike
lockout and other labor dispute; riot, insurrection , terrorism, sabotage or war;
Governmental Rules; Forced Outage; breakdown of or damage to facilities or equipment;
electrical disturbance originating in or transmitted through such Party s electric system or
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any electric system with which such Party s system is interconnected; any interruption of
transmission service required for the performance of this Agreement that is excused by
reason of force majeure or uncontrollable forces under a Party s contract with a
transmission service provider; and, any act or omission of any person or entity other than
such Party, and Party s contractors or suppliers of any tier or anyone acting on behalf of
such Party; or
1.2 Any action taken by such Party which is, in the sole judgment of
such Party, necessary or prudent to protect the operation, performance, integrity,
reliability or stability of such Party s electric system or any electric system with which
such Party s electric system is interconnected, whether such actions occur automatically
or manually.
Delay In the event of any Force Majeure occurrence, the time for
performance thereby delayed shall be extended by a period of time reasonably necessary
to compensate for such delay. Nothing contained in this paragraph shall require any Party
to settle any strike , lockout or other labor , dispute. In the event of a Force Majeure
occurrence, which will affect performance under this Agreement, the non performing
Party shall provide the other Party written notice as soon as practicable after the
occurrence of the Force Majeure event. Such notice shall include the particulars of the
occurrence, assurances that suspension of performance is of no greater scope and of no
longer duration than is required by the Force Majeure and that best efforts are being used
to remedy its inability to perform. The nonperforming Party shall remedy the Force
Majeure occurrence with all reasonable dispatch. The performing Party shall not be
required to perform or resume performance of its obligations to the non performing Party
corresponding to the obligations of the performing Party excused by the Force Majeure
occurrence.
Change of Ownership. Force Majeure does not include changes in the
ownership, occupancy, or operation of the Facility or Avista if such changes occur
because of normal business occurrences which include but are not limited to: changes in
business economic cycles; recessions; bankruptcies; tax law changes; sales of businesses;
closure of businesses; changes in production levels; and, changes in system operations.
17-
8.4 Payments Force Majeure does not excuse any Party from making
payments of money due under this Agreement for services rendered prior to the Force
Majeure event.
INDEMNITY
Generating Company s Duty to Indemnify Potlatch shall indemnify,
hold harmless and defend A vista, and its officers , directors , employees , affiliates
managers, members, trustees , shareholders , agents , contractors, subcontractors, affiliates
employees, invitees and successors, from and against any and all third party claims
demands , suits, obligations , payments, liabilities , costs , losses , judgments, damages and
expenses (including the reasonable costs and expenses of any and all actions, suits
proceedings, assessments , judgments, settlements , and compromises relating thereto
reasonable attorneys' and expert fees and reasonable disbursements in connection
therewith) for damage to property, injury to any person or entity, or death of any
indi vidual, including A vista s employees and affiliates ' employees , Potlatch's employees
or any other third parties , to the extent caused wholly or in part by any act or omission
negligent or otherwise , by Potlatch or its officers, directors , employees, agents
contractors, subcontractors and invitees arising out of or connected with Potlatch'
performance or breach of this Agreement, or the exercise by Potlatch of its rights
hereunder; provided, however that the provisions of this Section shall not apply if any
such injury, death or damage is held to have been caused by. the sole negligence or
intentional wrongdoing of A vista, its agents or employees. The foregoing indemnification
obligation shall not be limited in any way by workers' compensation laws or by any
limitation on the amount or type of damages , compensation or benefits payable by
Potlatch under applicable workers' compensation laws.
Avista Duty to Indemnify Avista shall indemnify, hold harmless and
defend Potlatch , and its officers, directors , employees , affiliates , managers , members
trustees , shareholders , agents, contractors, subcontractors , invitees and successors, from
and against any and all third party claims, demands , suits, obligations, payments
liabilities , costs , losses, judgments , damages and expenses (including the reasonable costs
and expenses of any and all actions , suits, proceedings, assessments, judgments
18-
settlements , and compromises relating thereto, reasonable attorneys' and expert fees and
reasonable disbursements in connection therewith) for damage to property, injury to any
entity or person, or death of any individual, including Potlatch's employees and affiliates
employees , Avista s employees, or any other third parties, to the extent caused wholly or
in part by any act or omission, negligent or otherwise, by A vista or its officers, directors
employees , agents , contractors, subcontractors and invitees arising out of or connected
with A vista s performance or breach of this Agreement, or the exercise by A vista of its
rights hereunder; provided, however that the provisions of this Section shall not apply if
any such injury, death or damage is held to have been caused by the sole negligence or
intentional wrongdoing of Potlatch its agents or employees. The foregoing
indemnification obligation shall not be limited in any way by workers' compensation laws
or by any limitation on the amount or type of damages, compensation or benefits payable
by A vista under applicable workers' compensation laws.
Notice. A Party seeking indemnification under this Agreement ("First
Party ) shall give the other Party ("Second Party ) notice of the claim or action giving rise
to a right of indemnification as soon as practicable, but in any event on or before the
thirtieth (30th) day after the First Party s actual knowledge of such claim or action. The
notice shall describe the claim or action in reasonable detail , and shall indicate the
amount (estimated if necessary) of the claim or action. Any failure of the First Party to
provide the notice required by this Section shall not affect the First Party s rights to
indemnification except to the extent the Second Party is actually and materially
prejudiced as a result of such failure. Neither Party may settle or compromise any claim
for which indemnification is sought under this Agreement without the prior consent of the
other Party; provided, however said consent shall not be unreasonably withheld or
delayed. Each Party s indemnification obligation shall survive expiration, cancellation or
early termination of this Agreement.
Acknowledgment to Negotiation POTLA TCH AND A VISTA
SPECIFICALL Y WARRANT THAT THE TERMS AND CONDITIONS OF THE
FOREGOING INDEMNITY PROVISIONS ARE THE SUBJECT OF MUTUAL
NEGOTIATION BY THE PARTIES, AND ARE SPECIFICALLY AND
, -
19-
EXPRESSL Y AGREED TO IN CONSIDERA TION OF THE MUTUAL
BENEFITS DERIVED UNDER THE TERMS OF THE AGREEMENT.
10.LIMITATION OF LIABILITY
10.Limitation of Liability. With respect to claims by and between the
Parties under this Agreement, the measure of damages at law or in equity in any action or
proceeding shall be limited to direct actual damages only. Such direct actual damages
shall be the sole and exclusive remedy and all other remedies or damages at law or in
equity are waived and neither Party shall be liable in statute, contract, in tort (including
negligence), strict liability, warranty or under any other legal theory or otherwise to the
other Party, its agents , representatives, and/or assigns, for any special , incidental
punitive, exemplary or consequential loss or damage whatsoever, including, but not
limited to, loss of profits or revenue for work not performed, for loss of use of or under-
utilization of the other Party s facilities, loss of use of revenues, attorneys' fees , litigation
costs, or loss of anticipated profits, resulting from either Party s performance or non-
performance of an obligation imposed on it by this Agreement, without regard to the
cause or causes related thereto, including the negligence of any Party. The Parties
expressly acknowledge and agree that this limitation shall not apply to any claims for
indemnification under Section 9 of this Agreement. The provisions of this Section shall
survive the termination or expiration of this Agreement.
10.Limitation of Liability for WIS Parties. Notwithstanding the provisions
of Subsection 10.1 above, if both Avista and Potlatch are parties to the Western
Interconnected Systems Limitation of Liability ("WIS") Agreement, then the WIS
Agreement shall control their liabilities with respect to damages to the Facility, the
interconnection facilities, or A vista s electric system.
INSURANCE.
11.1 General Liability. The Parties agree to maintain, at their own cost and
expense, general liability, workers ' compensation, and other forms of insurance relating to
their operations for the life of this Agreement in the manner, and amounts, at a minimum
11.
as set forth below.
20-
11.1.1 Workers' Compensation Insurance in accordance with all
applicable state, federal and maritime law, including Employer s Liability Insurance in
the amount of $1 000 000 per occurrence;
11.1.2 Commercial General Liability Insurance, including Contractual
Liability Coverage for liabilities assumed under this Agreement, and Personal Injury
Coverage in the minimum amount of $5 000 000 per occurrence for bodily injury and
property damage. The Generating Company s policy shall include Avista as an additional
insured.
11.1.3 Where a Party has more than $100 million in assets it may, at its
option, self-insure all or part of the insurance required in this Section 11; provided,
however the self-insuring Party agrees that all other provisions of this Section 11
including, but not limited to, waiver of subrogation, waiver of rights of recourse , and
additional insured status , which provide or are intended to provide protection for the other
Party and its affiliated and associated companies under this Agreement, shall remain
enforceable. A Party s election to self-insure shall not impair, limit, or in any manner
result in a reduction of rights and/or benefits otherwise available to the other Party and its
affiliated and associated companies through formal insurance policies and endorsements
as specified in the above parts of this Section 11. The self-insuring Party agrees that all
amounts of self-insurance, retentions and/or deductibles are the responsibility of and shall
be borne by the self-insuring Party.
11.2 Certificates. Within fifteen (15) days of the Effective Date, and each
anniversary of the Effective Date , during the term of this Agreement, (including any
extensions), each Party shall provide to the other Party, properly executed and current
certificates of insurance with respect to all insurance policies required to be maintained
by such Party under this Agreement. Certificates of insurance shall provide the following
information:
11.2.1 Name of insurance company, policy number and expiration date;
The coverage required and the limits on each, including the amount of deductibles or self-
insured retentions, which shall be for the account of the Party maintaining such policy;
21-
11.2 A statement indicating that the other Party shall receive at least
thirty (30) days prior written notice of cancellation or expiration of a policy, or reduction
of liability limits with respect to a policy; and
11.3 A statement identifying and indicating that additional insureds
have been named as required by this Agreement.
11.Claims Made" Insurance If any insurance is written on a "claims
made" basis, the respective Party shall maintain the coverage for a minimum of seven
years after the termination of this Agreement.
11.4 Waiver of Subrogation. To the extent permitted by the insurer and
commercially reasonable, each Party shall obtain waivers of subrogation in favor of the
other Party from any insurer providing coverage that is required to be maintained under
this Section 11 , except for the coverage required under Section 11.1.1. A Party shall not
be required to obtain a waiver of subrogation if the other Party is not able to obtain a
waiver of subrogation from its insurance carrier.
CONFIDENTIALITY
12.Definition
. "
Confidential Information shall mean any confidential
proprietary or trade secret information or a plan , specification, pattern, procedure, design
12.
device, list concept, policy or compilation relating to the present or planned business of a
Party, which is designated in good faith as confidential by the Party supplying the
information, whether conveyed orally, electronically, in writing, through inspection or
otherwise, except that the real-time in-plant data, shall be considered Confidential
Information without the need for designation,
12.General Obligations
12.1 Each Party shall hold in confidence any and all Confidential
Information unless: (i) compelled to disclose such information by Governmental Rules or
as otherwise provided for in this Agreement; or (ii) to meet obligations imposed by
Governmental Authority or by membership in NERC or WECC (including other
transmission providers). Information required to be disclosed under (i) or (ii) above, does
not, by itself, cause any information provided by Potlatch to Avista to lose its
confidentiality. To the extent it is necessary for either Party to release or disclose such
22-
information to a third party in order to perform that Party s obligations herein , such Party
shall advise said third party of the confidentiality provisions of this Agreement and use its
best efforts to require said third party to agree in writing to comply with such provisions.
12.During the term of this Agreement, and for a period of three (3)
years after the expiration or termination of this Agreement, except as otherwise provided
in this Section 12, each Party shall hold in confidence and shall not disclose to any person
Confidential Information.
12.Each Party shall use at least the same standard of care to protect
Confidential Information it receives as it uses to protect its own Confidential Information
from unauthorized disclosure, publication or dissemination.
12.Excluded Information.Confidential Information shall not include
information that the receiving Party can demonstrate: (i) is generally available to the
public other than as a result of disclosure by the recei ving Party; (ii) was in the lawful
possession of the receiving Party on a non-confidential basis prior to receiving it from the
disclosing Party; (iii) was supplied to the receiving Party without restriction by a third
party, who, to the knowledge of the receiving party, after due inquiry was under no
obligation to the disclosing party to keep such information confidential; (iv) was
independently developed by the receiving party without reference to Confidential
Information of the disclosing party; (v) , or becomes, publicly known, through no
wrongful act or omission of the receiving Party or Breach of this Agreement; or (vi)
required, in accordance with Subsection 12.4 of this Agreement, to be disclosed by any
Governmental Authority or is otherwise required to be disclosed by law or subpoena, or is
necessary in any legal proceeding establishing rights and obligations under this
Agreement. Information designated as Confidential Information will no longer
deemed confidential if the Party that designated the information as confidential notifies
the other Party that it no longer is confidential.
12.4 Subpoena If a Governmental Authority or entity with the right, power
and apparent authority to do so requests or requires either Party, by subpoena, oral
deposition, interrogatories, requests for production of documents , administrative order, or
otherwise , to disclose Confidential Information , that Party shall provide the other Party
with prompt notice of such request(s) or requirement(s) so that the other Party may seek
23-
an appropriate protective order or waive compliance with the terms of this Agreement.
The notifying Party shall have no obligation to oppose or object to any attempt to obtain
such production except to the extent requested to do so by the disclosing Party and at the
disclosing Party s expense. If either Party desires to object or oppose such production, it
must do so at its own expense. The disclosing Party may request a protective order to
prevent any Confidential Information from being made public. Notwithstanding the
absence of a protective order or waiver, the Party may disclose such Confidential
Information which, in the opinion of its counsel, the Party is legally compelled to
disclose. Each Party shall use reasonable efforts to obtain reliable assurance that
confidential treatment will be accorded any Confidential Information so furnished,
12.Use in Arbitration. Each Party may utilize information or documentation
furnished by the disclosing Party in any dispute resolution proceeding or in
administrative agency or court of competent jurisdiction addressing any dispute arising
under this Agreement, subject to a confidentiality agreement with all participants
(including, if applicable, any arbitrator) or a protective order.
12.Breach. The Parties agree that monetary damages by themselves will be
inadequate to compensate a Party for the other Party s Breach of its obligations under this
Section 29. Each Party accordingly agrees that the other Party is entitled to equitable
relief, by way of injunction or otherwise , if it breaches or threatens to breach its
obligations under this Section 12.
13.DEFAULT
13.Occurrence. A breach of this Agreement ("Breach") shall occur upon the
failure by a Party to perform or observe any material term or condition of this Agreement.
A default of this Agreement ("Default") shall occur upon the failure of a Party in Breach
of this Agreementto cure such Breach in accordance with Section 13.2.
13.Specific Event.A Breach of this Agreement shall include:
13.1 The failure to pay any amount when due;
13.2 The failure to comply with any material term or condition of this
Agreement, including but not limited to any material Breach of a representation, warranty
or covenant made in this Agreement;
24-
13.3 A Party s abandonment of its work or the facilities contemplated in
this Agreement;
13.4 If a Party: (1) becomes insolvent; (2) files a voluntary petition in
bankruptcy under any provision of any federal or state bankruptcy law or shall consent to
the filing of any bankruptcy or reorganization petition against it under any similar law; (3)
makes a general assignment for the benefit of its creditors; or (4) consents to the
appointment of a receiver, trustee or liquidator;
13.5 Assignment of this Agreement in a manner inconsistent with the
terms of this Agreement;
13.6 Failure of either Party to provide such access rights, or a Party
attempt to revoke or terminate such access rights, as provided under this Agreement; or
13.7 Failure of either Party to provide information or data to the other
Party as required under this Agreement, provided the Party entitled to the information or
data under this Agreement requires such information or data to satisfy its obligations
under this Agreement.
13.Continued Operation. Except as specifically provided in the Agreement
in the event of a Breach or Default by either Party, the Parties shall continue to operate
and maintain , as applicable, facilities and appurtenances that are reasonably necessary for
A vista to operate and maintain A vista s Electric System, or for the Generating Company
to operate and maintain the Generation Facility, in a safe and reliable manner.
13.4 Notice. Upon the occurrence of an event of Breach, the non-Breaching
Party, when it becomes aware of the Breach , shall give written notice of the Breach to the
Breaching Party and to any other person a Party to this Agreement identifies in writing to
the other Party in advance. Such notice shall set forth , in reasonable detail, the nature of
the Breach, and where known and applicable , the steps necessary to cure such Breach.
Upon receiving written notice of the Breach hereunder, the Breaching Party shall have
thirty (30) days, to cure such Breach. If the Breach is such that it cannot be cured within
thirty (30) days , the Breaching Party will commence in good faith all steps as are
reasonable and appropriate to cure the Breach within such thirty (30) day time period and
thereafter diligently pursue such action to completion. In the event the Breaching Party
fails to cure the Breach , or to commence reasonable and appropriate steps to cure the
25-
Breach , within thirty (30) days of becoming aware of the Breach, the Breaching Party will
be in Default of the Agreement. In the event of a Default, the non-Defaulting Party has
the right to seek to terminate the Agreement or take whatever action at law or equity as
may be permitted under this Agreement. Any termination under this Agreementshall not
take effect until the Idaho Public Utilities Commission either authorizes the termination
of this Agreement or accepts written notice of its termination.
13.Action to Remedy. Notwithstanding the foregoing, upon the occurrence
of an event of Default, the non-Defaulting Party shall be entitled to commence an action
to require the Defaulting Party to remedy such Default and specifically perform its duties
and obligations hereunder in accordance with the terms and conditions hereof, and
exercise such other rights and remedies as it may have in equity or at law.
ASSIGNMENT
14.Generator ReQuired Consent.A vista shall not, without the prior written
consent of the Generating Company, assign, pledge or transfer all or any part of, or any
right, interest, or obligation under, this Agreement, whether voluntarily or by operation of
law; provided, however Avista may, without the consent of the Generating Company,
14.
assign its rights and obligations under this Agreement to any person or entity: (i) with
which A vista is merged or consolidated, or (ii) to which A vista sells , transfers , or assigns
all or substantially all of its transmission and distribution system, so long as the survivor
in any such merger or consolidation, or the purchaser, transferee or assignee provides to
the Generating Company a valid and binding written agreement expressly assuming and
agreeing to be bound by all obligations of A vista under this Agreement.
14.A vista ReQuired Consent.Generating Company may not assign this
Agreement or any of its rights , interests or obligations hereunder without the prior written
consent of A vista, which consent shall not be unreasonably withheld; provided however
that Generating Company may, without the consent of A vista, and by providing prior
reasonable notice under the circumstances to A vista, assign, transfer, pledge or otherwise
dispose of its rights and interests under this Agreement to: (i) any person in connection
with an assignment of the Agreement for financing or refinancing purposes; (ii) any entity
created to operate the Facilities; (iii) any affiliate of Generating Company; or (iv) any
26-
purchaser of the Facilities. A vista agrees to execute and deliver such documents as may
be reasonably necessary to accomplish any such assignment , transfer, pledge or
disposition of rights, so long as A vista s rights under the Agreement are not altered
amended, diminished or otherwise impaired, and Generating Company agrees to
reimburse A vista for all reasonable costs incurred in connection with the execution or
delivery of such documents.
14.3 . Continuing Obligations. Any assignments authorized as provided for in
this Section 14 will not operate to relieve the Party assigning this Agreement or any of its
rights , interests or obligations hereunder of the responsibility of full compliance with the
requirements of this Agreement unless: (i) the other Party consents , such consent not to
be unreasonably withheld; and (ii) the assignee agrees in writing to be bound by all of the
obligations and duties of the assigning Party provided for in this Agreement.
14.4 Binding Agreement.This Agreement and all of the provisions hereof are
binding upon , and inure to the benefit of, the Parties and their respective successors and
permitted assigns.
15.DISPUTE RESOLUTION.
Any claim or dispute which either Party may have against the other arising out of
or relating to this Agreement or the breach, termination or validity thereof (any such
claim or dispute, a "Dispute ) shall be submitted in writing to the other Party. Upon such
notice, the Parties shall follow the applicable Dispute Resolution procedures in Exhibit K.
16.GOVERNMENTAL AUTHORITY.
This Agreement is subject to the rules, regulations , orders and other requirements
now or hereafter in effect , of all governmental authorities having jurisdiction over the
Facility, this Agreement, the Parties or either of them.All laws, ordinances, rules
regulations, orders and other requirements , now or hereafter in effect, of governmental
authorities that are required to be incorporated in agreements of this character are by this
reference incorporated in this Agreement.
17.SEVERAL OBLIGATIONS.
27-
Except where specifically stated in this Agreement to be otherwise, the duties,
obligations and liabilities of the Parties are intended to be several not joint or collective,
This Agreement shall not be interpreted or construed to create an association, joint
venture or partnership between the Parties or to impose any partnership obligations or
liability upon either Party. Each Party shall be individually and severally liable for its own
obligations under this Agreement. Further, neither Party shall have any rights , power or
authority to enter into any agreement or undertaking for or on behalf of, to act as to be an
agent or representative of, or to otherwise bind the other Party.
18.IMPLEMENT A TION.
Each Party shall take such action (including, but not limited to, the execution
acknowledgement and delivery of documents) as may reasonably be requested by the
other Party for the implementation or continuing performance of this Agreement.
19.AMENDMENT.
No change, amendment or modification of any provision of this Agreement shall
be valid unless set forth in a written amendment to this Agreement signed by both Parties.
20.NOTICES.
All written notices required by this Agreement shall be mailed or delivered as
follows:
to A vista:A vista Corporation
Attn: Director, Transmission Operations
O. Box 3727
Spokane, Washington 99220-3727
to Generating Company:Vice President, Pulp & Paperboard Division
Potlatch Corporation
805 Mill Road
O. Box 1016
Lewiston , ill 83501
Changes in persons or addresses for submittal or written notices by a Party to this
Agreement shall be made in writing to the other Party and delivered in accordance with
28-
this Section 20. Any verbal notice required hereby which affects the payments to be
made hereunder shall be confirmed in writing as promptly as practicable after the verbal
notice is given.
21.INTEGRA TION.
This Agreement and all exhibits, appendices and attachments thereto shall
constitute the entire agreement of the Parties with respect to the interconnection of the
Generation Facility and supercede all earlier discussions or understandings with respect to
the subject matter hereof.
22.NON- WAIVER.
No failure or delay on the part of A vista or Generating Company in exercising any
of its rights under this Agreement, no partial exercise by either Party of any of its rights
under this Agreement, and no course of dealing between the Parties shall constitute a
waiver of the rights of either Party under this Agreement. Any waiver shall be effective
only by a written instrument signed by the Party granting such waiver, and such shall not
operate as a waiver of, or estoppel with respect to, any subsequent failure to comply
therewith.
23.NO THIRD-PARTY BENEFICIARIES.
Except as may be specifically provided in this Agreement, there are no third-party
beneficiaries of this Agreement. Nothing contained in this Agreement, express or
implied, is intended to confer any right, interest, obligation, or remedy on anyone other
than the Parties , and their respective successors, heirs and assigns permitted under
Section 14.
24.DUTY TO COOPERATE.
The Parties hereto agree to execute and deliver promptly, at the expense of the
Party requesting such action, any and all other and further instruments, documents and
information which may be reasonably requested in order to effectuate the transactions
29-
contemplated hereby. The Parties agree to cooperate and assist each other in acquiring
any regulatory approval necessary to effectuate this Agreement.
25.HEADINGS FOR CONVENIENCE ONLY.
The section headings herein are inserted for convenience only and are not to be
construed as part of the terms hereof or used in the interpretation of this Agreement.
26.CONSTRUCTION OF AGREEMENT.
In the event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the Parties and no presumption or
burden of proof shall arise favoring or disfavoring any Party by virtue of authorship of
any of the provisions of this Agreement. Any reference to any federal, state, local, or
foreign statute or law shall be deemed also to refer to all rules and regulations
promulgated thereunder, unless the context requires otherwise. The word "including;' in
this Agreement shall mean including without limitation.
27.COUNTERPARTS.
This Agreement may be executed in one or more counterparts , each of which shall
be deemed an original.
28.RELATIONSHIP OF THE PARTIES.
Each Party shall act as an independent contractor with respect to the provision of
services hereunder.
29.VENUE, ATTORNEYS FEES AND CHOICE OF LAWS
Venue of any action filed to enforce or interpret the provisions of this Agreement
shall be exclusively in the United States District Court for the District of Idaho or, the
District Court of the State of Idaho encompassing Nez Perce County and the Parties
irrevocably submit to the jurisdiction of any such court. In the event of litigation to
enforce 'the provisions of this Agreement , the prevailing Party shall be entitled to
30-
reasonable costs and attorney s fees in addition to any other relief allowed. This
Agreement shall be construed and interpreted in accordance with the laws of the State of
Idaho, without regard to choice of law provisions, and federal law to the extent it is
applicable.
30.COMPLIANCE WITH LAWS.
Both Parties shall comply with all applicable laws and regulations of
governmental agencies having jurisdiction over the subject matter of this Agreement and
the operations of the Parties.
31.INV ALID PROVISION.
The invalidity or unenforceability of any provision of this Agreement shall not
effect the other provisions hereof, and this Agreement shall be construed in all respects as
if such invalid or unenforceable provisions were omitted.
32.REPRESENTATION OF AUTHORITY.
Each of the undersigned signatories represents and warrants that such signatory
has all necessary and proper authorization to execute and deliver this Agreement on
behalf of the Party on behalf of which such signatory is signing.
33.EXHIBITS.
This Agreement includes the following exhibits that are attached and incorporated
by reference herein:
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Definitions
Description of Interconnection Facilities , Ownership and Costs
Specific Interconnection Requirements
Metering Specifications, Points and Locations
Contact Information
Remedial Action Schemes
Governor Control Systems and Terminal Voltage Regulators
Required System Upgrades
31-
Exhibit I
Exhibit
Easements
Exhibit K
Exhibit L
Description of Generation Facility
Dispute Resolution Procedures
Insurance Requirements
Exhibit M Application for Electric Generation Interconnection
In WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the first date herein-above set
forth:
A VISTA CORPORATION POTLATCH CORPORATION
By: ~kj)
()
~rd BY:
Randall O. Cloward
(Type Name)
hlON RAOL
(Type Name)
Title: ? 4..
:!-
t1L "'
P-j
L-;-.5C~pTitle: Director Transmission Operations
Date: September 19, 2003 Date:2(;)03
32-
Exhibit A
Definitions
Agreement"means this GENERATION INTERCONNECTION
AGREEMENT including all exhibits , attachments and modifications thereof.
Ancillary Services" means energy imbalance service, spinning reserve
service, non-spinning reserve service, reactive supply and voltage support service
regulation and frequency support service , and scheduling, system control and dispatch
service provided over Avista s Electric System, together with such other interconnected
operation services as A vista may offer to support the use of its Electric System, and
which shall include all ancillary services a transmission provider is required by FERC to
provide, while maintaining reliable operation of Avista s Electric System in accordance
with Good Industry Practice.
A vista" shall mean A vista Corporation and its successors and assigns.
A vista-Owned Interconnection Facilities shall mean those
Interconnection Facilities shown on Exhibit B as owned by Avista.
Confidential Information" shall have the meaning set forth in Section
12 hereof.
Control Area shall mean electric system bounded
interconnection metering and telemetry, capable of controlling generation to maintain its
interchange schedule with other control areas and contributing to frequency regulation
and which has received certification by NERC or a regional reliability council of NERC.7. "Dispute" shall have the meaning set forth under Section 15 hereof.8. "Easements" shall have the meaning set forth under Section 4 hereof.
Electric System" means all of A vista s electric distribution facilities
generating facilities, and transmission facilities and includes electric power lines, poles
structures , transmission lines, distribution lines, substations , switching stations, switch
gear, generating plants and all associated equipment for generating, transmitting,
distributing or controlling flow of power. The term "Electric System" shall include any
devices or equipment by which information is originated on an electric system or by the
person operating such system, by which such information is transmitted, and by which
such information is received either for information or for operation of the system
whether by the originating system or by another system.
10.Emergency" means a condition or situation that in the reasonable good
faith determination of the affected Party based on Good Industry Practice contributes to
an existing or imminent physical threat of danger to life or a significant threat to health
property or the environment.
11.Facility Station Service" shall mean all electric service requirements
used in connection with the operation and maintenance of the Generation Facilities
including, but not limited to parasitic losses, auxiliary, stand-by, supplemental, back-up,
12.
maintenance and interruptible power.
FERC" shall mean the Federal Energy Regulatory Commission or its
successor federal agency.
13.Forced Outage" shall mean taking the Electric System, in whole or in
part, Out of Service by reason of an Emergency, that is unanticipated and beyond the
reasonable control of A vista. A Forced Outage of A vista s Electric System is not
scheduled in accordance with Section 5.
14.
15.
Force Majeure" shall have the meaning set forth under Section 8 hereof.
Generating Company" shall mean the Party executing this Agreement
16.
as "Generating Company" and its successor and assigns.
Generation Facility" or "Generation Facilities" means any facility
used for the generation of electricity for internal use or for sale at wholesale as specified
in Exhibit J and includes all equipment necessary or related to generate electricity.
17.Generator-Owned means thoseInterconnectionFacilities
18.
Interconnection Facilities shown on Exhibit B as owned by the Generating Company.
Good Industry Practice shall mean the practices , methods and acts
engaged in or approved by a significant portion of the electric industry during the relevant
time period, or any of the practices, methods and acts which, in the exercise of reasonable
judgment in light of the facts known at the time the decision was made, could have been
expected to accomplish the desired result at a reasonable cost consistent with good
business practices, reliability, safety and expedition. Good Industry Practice is not
intended to be limited to the optimum practice, method, or act to the exclusion of all
others, but rather includes all acceptable practices , methods , or acts generally accepted in
the region, including all applicable and generally followed standards, guidelines, criteria
practices and methods established by NERC, the WECC and the NWPP, and including
design methods, equipment specification methods , manufacturer quality assurance
screening and ordering practices , maintenance practices and the like. When the term
Good Industry Practice is used in reference to A vista or to the Interconnection
Facilities , the relevant industry is the electric utility industry.
19.Governmental Authority shall mean any federal, state or local
government, political subdivision thereof or other governmental, regulatory, quasi-
governmental , judicial , public or statutory instrumentality, authority, body, agency,
department, bureau, or entity or any arbitrator with authority to bind a Party at law.
20.Governmental Rule(s)" shall mean any law, rule , regulation , ordinance
order, code, permit, judgment , or similar form of decision of any Governmental Authority
having the effect of law or regulation.
21.Incremental Cost" shall mean the average of all hourly purchases and
sales of energy made by A vista during the applicable hour or, if A vista made no
purchases or sales in that hour, the average Dow Jones Mid-Columbia Non-firm Index
price for either Heavy-Load Hour or Light-Load Hour, as appropriate.
22.Independent Power Producer" or "IPP" means any entity that owns or
operates an electricity generating facility that is not included in an electric utility s rate
base. This term includes, but is not limited to, all other non-utility electricity producers
such as exempt wholesale generators who sell electricity but does not include Qualifying
Facilities under PURP A.
23.Interconnected Operations Services" or "IOS" means the resources
and control capabilities (excluding generation capacity/energy and transmission capacity),
and integration activities required to ensure the operability, reliability, open access, and
competitive market structure of the bulk electrical systems. Interconnected Operations
Services include, but are not limited to, energy imbalance service spmmng reserve
service, non-spinning reserve service, reactive supply and voltage support service
regulation and frequency support service, and scheduling, system control and dispatch
together with such other Interconnected Operations Services offered to support the use of
the Interconnection Facilities and Electric System.
24.Interconnection Cost" shall mean the costs necessary to connect new or
modified Facilities to the Electric System, including such reasonable costs imposed on, or
incurred by, third parties already interconnected with the Electric System, to the extent
that such party can establish the reasonableness of such costs in accordance with State
policy. Such costs shall be adjusted to reflect the tax effects to A vista, if any, of
Generating Company s payment of Interconnection Costs.
25. "Interconnection Facilities" shall mean all the equipment identified in
Exhibit B necessary for the interconnection of the Generation Facility to Avista s Electric
System.
26.Interconnection Point(s)" shall mean the point or points at which
A vista-Owned Interconnection Facilities are connected to the Generation Facilities of
Generator-owned Interconnection Facilities as described in Section 3.of the
Agreement.
27.Interconnection Service" shall mean the services provided by A vista to
interconnect the Generation Facilities with Avista s Electric System in order to permit
synchronized operation of the Generation Facilities on Avista s Electric System pursuant
to this Agreement. Interconnection Service does not include any rights to transfer electric
energy onto Avista s Electric System or any right to transmission service on Avista
Transmission System, which service shall be obtained in accordance with the provisions
of Avista s OATT.
28.Interest Rate" shall mean the interest rate calculated in accordance with
the methodology specified for interest on refunds in the FERC regulations at 18 C.F.R.
~35 . 19a(a)(2)(iii).
29. "Jurisdictional Authority" shall mean the sole authority of the Avista
System Operations Office to direct and control all electric lines and equipment, including
Generator-Owned Interconnection Facilities necessary to isolate the Generation Facility
from Avista s Electric System, and their means of disconnection as described in chapter
296-45-335 Washington Administrative Code or its successor.
30.Maintenance Outage shall mean in the case of the Generation
Facilities, taking the Generation Facilities, in whole or in part, Out of Service to perform
work on specific components that can be deferred beyond the end of the next weekend
but that requires the Generation Facilities, in whole or in part, be removed from service
before the next Planned Outage. In the case of A vista s Electric System, Maintenance
Outage means taking the Electric System, in whole or in part, Out of Service, to perform
work on specific components that can be deferred beyond the end of the next weekend
but that requires the Electric System, in whole or in part, be removed from service before
the next Planned Outage. For both the Generation Facilities and the Electric System, a
Maintenance Outage typically has a flexible start date, and mayor may not have a
predetermined duration. Maintenance Outage shall be coordinated by the Parties
pursuant to Section 5.
31.NERC" shall mean the North American Electric Reliability Councilor
its successor.
32.Nominal Voltage" shall mean a specified accepted standard voltage level
offered by A vista.
33.
34.
NWPP" means the Northwest Power Pool or its successor.
Open Access Transmission Tariff' or "OA TT" shall mean A vista
open access transmission tariff on file with the FERc.
35.Out of Service" shall mean , with respect to the Generation Facilities
removing from service any non-operational or degraded Generation Facility or component
of a Generation Facility that has a materially adverse effect on the Electric System. With
respect to the Electric System, Out of Service means removing from service any non-
operational or degraded component of the Electric System that has a materially adverse
effect on the Facilities.
36.Parallel Operation" means operation of the Generation Facility in a
manner such that the Generation Facility is connected to the Generating Company
electric load simultaneously with connection of the load to A vista s Electric System.
37.Party" or "Parties" shall have the meaning set forth in the introductory
paragraph of this Agreement.
38.Person shal1 mean any individual , partnership, limited liability
company, joint venture , corporation , trust, unincorporated organization, or governmental
entity or any department or agency thereof.
39.Planned Outage" shall mean, in the case of the Generation Facilities
taking the Generation Facilities, in whole or in part, Out of Service to perform work or
maintenance that is scheduled in advance and has a predetermined start date and duration.
In the case of the Electric System, Planned Outage means taking the Electric System, in
whole or in part, Out of Service to perform work or maintenance that is scheduled in
advance and has a predetermined start date and duration.
40.Qualified Personnel" shall mean individuals trained for their positions
pursuant to Good Industry Practice.
41. "Qualifying Cogeneration Facility " or "QF" means a facility used to
generate electrical energy and thermal energy such as heat or steam, which is used for
industrial, commercial, heating or cooling purposes through the sequential use of energy,
as defined by the Public Utility Regulatory Policies Act of 1978 and applicable Federal
Energy Regulatory Commission regulations, in effect as of the date of this Agreement.
42. "Qualifying Facility Status shall mean the recognition and
acknowledgement received from the Federal Energy Regulatory Commission that a
cogeneration or small power production facility is a Qualifying Cogeneration Facility or a
Qualifying Small Power Production Facility under the Public Utility Regulatory Policies
Act of 1978 and applicable Federal Energy Regulatory Commission regulations, and that
the operation of the cogeneration or small power production facility is such that
compliance with the terms and conditions of the Qualifying Facility Status is maintained
throughout the facility s operating life.
43. "Qualifying Small Power Production Facility" means a facility used to
generate electric power using biomass, waste , or renewable resources , including wind
solar, or water, as defined by the Public Utility Regulatory Policies Act of 1978 and
applicable Federal Energy Regulatory Commission regulations , in effect as of the date of
this Agreement.
44.Remedial Action Scheme" means protective systems that typically
utilize a combination of conventional protective relays, computer-based processors, and
telecommunications to detect and take automated corrective action for wide-area
disturbances other than normal isolation of faulted elements of the Electric System.
45.Required System Upgrades shall mean upgrades to the Electric
System that are necessary to accomplish the interconnection between the Generation
Facilities and the Electric System so as to provide Interconnection Service, such as those
resulting from short circuit analyses , power flow analyses and transient stability analyses.
46.System Operations" or "System Operations Office" shall mean the
personnel and department that operates Avista s Control Area.
47.Term" of this Agreement shall have the meaning set forth in Section 2
hereof.
48.Transmission System shall mean all of A vista s facilities that are
classified as part of the transmission function in Avista s GATT or its successor and the
Interconnection Facilities owned by A vista.
49.WIS Agreement" means the Agreement Limiting Liability Among
Western Interconnected Systems.
50.WECC" means the Western Electricity Coordinating Council or its
successor organization.
51.WECC Regional Security Plan" means a plan adopted and approved by
the WECC to meet NERC requirements for a security process for Control Area operations
within the WECC.
Exhibit B
Description of Interconnection Facilities. Ownership and Costs
Existing A vista-Owned and Maintained Interconnection Facilities, and installation work
previously accomplished. Facilities are owned and maintained at Avista s expense.
Quantity
220
8800
300
400
Clearwater 115 kV/34.5 kV Substation Facilities
Description
115 kV 50/67/83 MV A Transformer w/Arresters & 4 sets of CT's
Installed 115 kV, 50 MV A Transformer w/Oil Containment.
Ft. Station Fencing - Plain
Walk Gate, 4' - Plain
Cubic Yd. Concrete w I Forming & Rebar Material
Ft. of Control Cable
Ft. of 18" Trench for Control Cable - Large Station (Labor)
Ft. of 3 Inch Aluminum Pipe
15 kV Cap & Pin Insulators
SMD - 20 Power fuses wi Fuses - Station Service
34.5 kV 2000 A Air Switch
34.5 kV 2000 A, 40 leA, InteITupting Power Circuit Breaker wi 4 sets CT'
100 kV A Station Service Transformer
34.5 kV 300: 1 Potential Transformer
34.5 kV Tie Interchange Metering Package
Transformer Differential Relaying Package
Utility Tie Differential Relaying Package
34.5 kV Breaker Failure Relaying Package
115 kV WWP Single Side Switchboard wlo Relays
Standard Circuit Switcher Relay Package
34.5 kV Tie PCB Relay Package
Neutral Grounding Transformers
Neutral Grounding Resistors
34.5 kV Steel Structures (SW, PT, STA, SVC)
115 kV Steel Dead-end Transmission Pole (Lolo #2 Line)
Supervisory and Communications Facilities
Quantity Description
Metering Translation System Microwave Channel to Spokane
SCADA Microwave channel to Spokane
SCADA Remote Terminal Unit
Existing Potlatch-Owned and Maintained Interconnection Facilities , and installation work
previously accomplished. Facilities are owned and maintained at Potlatch's expense.
Quantity AB Part No.
1771-AF1
Description
Fiber Optic Converter
est. 600'
1771-ASB
1785L T2
1785-
Fiber Optic Cable
I/O Adapter
PLC5/25
10'
1771-
1771-CP2
1770-
8k Memory Module
I/O Chassis (rack mount) 12 slot
I/O Chassis (rack Mount) 8 slot
PTSIPDS Software 3.5" Media
Analog Input Module (non-iso)
Analog Output module (4-20mA)
Discrete Input Module (1O-30V DC)
Discrete Output Module (0-24V DC)
Power Supply 16A 5V DC (enclosure)
Power Supply 16A 5VDC (chassis side)
Power Supply Cable - 5'
1771-A3B
1771-A2B
6203-PLC5
1771-IFE
1771-0FE2
1771-IBD
1771-0ZL
1771PZ
Twin axial Cable
1770-
1770-
1784-T35
Resistor 150 Ohm 0.
Lithium Battery
1785-
1784-CP5
Plant Floor Terminal (PC/AT 386)
Peer communications Link Interface
u_uu_uu
Cable
Control View PC Color Graphics System
1784-T50
Control View PC Data Logger
AT Compatible Keyboard
Potlatch Standard 19" Cabinet
---_____n__-
uu__u_---
1771-
RS- 232 Converter
Basic Module
** ( Required for configuration as specified by Avista)
Exhibit C
Specific Interconnection ReQuirements
General Interconnection.
1.1
1.2
1.3
Generation Facility will continue to be interconnected at 34.5 kV.
Generating in parallel with Generating Company s load will continue.
Existing transformers as connected will continue to provide
interconnection transformation.
1.4
1.5
1.6
Generator sizes as installed are satisfactory.
All existing generators are synchronous machines.
Real-time status of all of the existing elements of the Generation Facility,
as well as direct voice communications with the operations personnel at the Generation
Facility will continue.
Metering, Communications and Data
Existing energy meters that measure kWh and kV ARh including
communications links will be maintained.
Telemetry of real and reactive power, as well as kWh and kV ARh will
continue to be transmitted to A vista s System Operations Office.
Verbal communications will continue between Generation Facility
operator and A vista s System Operations Office.
Protection.
Depending on size and location, Generation Facility may be required to
participate in any Remedial Action Schemes designated by A vista, NERC , WECC
NWPP, or any other regional operation authority (Exhibit F).
All generator protective relaying as installed will be maintained. If
remedial action modifications are warranted by A vista, NERC , WECC, NWPP or any
other regional operation authority they will be implemented at Potlatch's expense.
4. Voltage and Frequency
Steady state and transient voltage and frequency support will continue to
be required from all generators.
The Generation Facility will comply with NERC , WECC, NWPP policies
and standards as they apply specifically to steam/turbine cogeneration units running
primarily under pressure control. Existing excitation systems will stay as they presently
exist. Pursuant to current NERC policies and standards, both parties agree that all of the
generating unit's excitation systems were installed prior to November 18, 1993 (See
Exhibit G) and do not require power system stabilizers. For any future modification
excitation systems, specific response characteristics , regulation abilities, and operating
ranges will be subject to testing per NERC , WECC, NWPP policies and standards as they
apply specifically to steam/turbine cogeneration units running primarily under pressure
control. Results of any testing will be supplied to A vista. Generating Units No.'s 1 and 2
are presently out of service. Any testing required by this provision , will take place if and
when the units are put back into service.
All generators will comply with NERC, WECC and ANSI/IEEE standards
for speed/load control if operated in speed/load control mode as they apply specifically to
steam/turbine cogeneration units running primarily under pressure control.
4.4 Generation Facility and/or associated loads (Potlatch Lewiston Plant Load)
will continue to have the capability of operating at a power factor of 95% or better
(leading or lagging). A vista s System Operations Office will have the right (during
abnormal system conditions) to request generator operation outside of 95% power factor
as long as the machine s capabilities are not exceeded.
It is recognized that generators will be expected to operate temporarily
outside of normal voltage and frequency ranges in order to support area or regional
disturbances and prevent widespread outages. The Generating Company will work closely
with A vista s operating staff to minimize or prevent widespread outages.
Exhibit D
Metering Specifications, Points and Locations
Metering specifications, locations and points shall be as specified in the Power
Agreement.
Exhibit E
Contact Information
Verbal Communications All communications between Generating Company
and Avista shall be done verbally by notifying the following parties:
(a) Pre-Schedule (5:30 a.m. to approximately 1:30 p.m. on normal business
days):
A vista Pre-Scheduler [phone]
Alternate Phone Number: [phone]
Potlatch Utility Supervisor [phone]
Alternate Phone Number: [phone]
(b)Real-Time Schedule (available 24 hours per day):
A vista Real-Time Scheduler [phone] '
Potlatch Utility Supervisor [phone]
Alternate Phone Number: [phone]
(c)During normal business hours, all verbal communications relating to
interruptions and outages:
A vista System Operator [phone]
Alternate Phone Number: [phone]
Potlatch Utility Operator [phone]
Alternate Phone Number: [phone]
(d)Outside of normal business hours (nights, weekends, and holidays), all
verbal communications relating to interruptions and outages shall take
place between the following personnel:
A vista System Operator [phone]
Alternate Phone Number: [phone]
Potlatch Utility Operator [phone]
Alternate Phone Number [phone]
Either Party may provide written notice to the other Party setting forth different
contact numbers.
Exhibit F
Remedial Actions Schemes
Presently no changes are required from what is existing.
Exhibit G
Governor Control Systems and Terminal Voltage Regulators
No.1 Turbine Generator (1950)
Turbine No. 83530; Generator No. 6784689
GE SCR Excitation System (1984)
Exciter Model # 3S7931SA520, Cat. No. 05O3X0700Z01 , IC 7931
ML Number M5030700
Equipment Inst. Book: GEK-8381
Turbine Governor Information
Ball Bearing Type , Position Cut-Off - Fluid Damping
GE Company Instructions GEI-29500
Pilot Valve and Drive (1953) GEI-46103
No.2 Turbine Generator (1977)
Turbine No. 197741; Generator # 316X188
GE Static Exciter (ED-43969), SCT / PPT
3S7931EA520G7 Elem.44C309642
Pressure Governor GEI-87044D
Speed Governor GEK-27005A
No.3 Turbine Generator (1981)
GE Turbine #197836; Generator # 316X374
Excitation: Shaft Driven Commutation GE-134 Excitation System - SCT / PPT
3S7931EA533G4 Diag. 206B4889
Governor- Electrohydraulic Control (EHC)
GEK-81497 (1979) Mark IIB
No.4 Turbine Generator (1990)
ABB Order-NR: 1-411 868
Turbine ID#: MB275-226, DEEK S25-S1O0/L144-200
Generator Type WY 16L-054LLT No. HM 300516
Brushless Exciter ABB Type WBT 74/508/30, Serial No. HM 300 603
Pilot Exciter Type: WPE35-4R20, Serial No. HM300 604
Governor: Pro Control P13 Order No. 1-411868 Dwg. HTDC 307 794
No .system upgrades are required.
Exhibit H
ReQuired System Upgrades
Exhibit I
Easements
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THI$ JNQ~NTl)RE ts made, and ~nt~rect intQ this ;c2 ctayof
1~~q~,by ~nqp~twe~nPQTLATCH,CORPORAT1ON" C;1. PelaWCiCE! cqrporationl er~jl1after
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GRANT OF EASEMENT ~rq 0100
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gClIl~cj "Grantor , aod WAS.tiINGTON WATER PQWE;RCOMPANY" herernCifterCCl\l~cj
IIG(Clntee , whp~~aqqre~si~po ,Box 372 7 SpokanB . WA.99220
W'TNES~ETI-I;
Grantor, fOf i::l good and valuablec:onsideration, the receiptwhereof Is hereby
Clckn9wlecj~WQ,doe$ hereby ,grent unto Granlee. ancjit$ successorsand c:!$$igr:ls , ;a
permar:lent easernent'on the Jol owing ,described real property '.in Nez.'Perce'CoLJnty, ~t,c:!Je
Qf 'g~ho more particularfyde$cribed pn Exhibit"A'T and shown on tl1e attracheclffiap
m(3(kedExhibit"S" alta:c:hed hereto ~ndbythls .r~(er~nGema,qeapart. trerePf,
S?j d ,eC:3SJHT1ent~bCl.nqe Jor ;.tl:1e pl,Jrpo~!?of Ihe~q0~~rqGn.Qp, recqn~~rLJc~i9ni
(::,.p~t~tjonflnd m9-inteh~nce ~of :~)(i!?Jing ele9t(lgfJl sypstatI9rilswitching ,st~tion a,rid
BSs'Ocia1ed Jixturss ancj a ~~a$ re~tJla.tor ,st'ationanq ,asso.cia(e.d fjXtLlres(yC)llecti'y~ly
~tatiQn~)!og.etherwith a$soc;taled p~ripheral L!ndergroLJndgrpLJnc;finggri~;t pqle~ 'ane!
ahchor~" and electric transmission lineS into and out ofsaidelectricsl1bstation/switching
?tC3tipo,q toQetherWifh acc:es$, to Gates AS/aUdC,;:!!! as ,more pqrtiCLJlarly~hown
$aictExhibit'~B", together with ingress and egress, to be coordInated With Grantor, across
existing roads and rdadwaysand across adjoining property of the Grantor resaid 'CC\3,
gates.lranSmission Iines ClnGhprs ,and "stations" for the PLJrp9Sesherein m~nti9ne(::t Tile
Grantor shall have, the righttq. IQ9ate and install an underground gas transrriissionpipeline
GRANT OF EASEMENT
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~)0F1~~' TO:
:!~H~$9FWAVDEPAR1'MENT .
ItJHl:.IQT:CaWA~~ Cf:JIM'~.
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gt !3lpqaJion tCJ pe:det~rmined byG.r~ntQrsubj~cttoGrant'ee'sre.asonable 'approvciland
~0 as, nottt;) i'nterferwwith Gr~ntee ~ rightshereincol"1Yexed.
This easement gr'~ntsuPer$ede$~:md replaces in it$eb.tjretytt1at~certai lleas$mei1t
granted to Grantee by Grantor dn June.2t, 1972 and recarded.as 'Instrument360261 on
July 7 '1 $.72.
The GrantDr':c;oYenant.9 ""jih Granteethiatitis lawfqllyseizedapd possessed.brIhe
real prOPerty abp\ie described arid has a ,goodahd lawfuFright to 'tohveyit or any part
thereof, and that it will for~verwarrantand.detend 'the~r,anfhereQY made ,again!;;t th~
lawfql Glaims of'811 perspns wn.pQ1soeyer,
All of the rights granted heteUnder to Granteeshatl cea and termirlatein the
..,..
levent the ~stations'a:teno.t. used'fbr a peri.Qctdfop,eyear./nthe' eY~ntof th.f;:t~rminal,qO
p(thiseasement Grant,ee a~reesJg rern9Ye jts'pe~~onal Pfqp~ttywjJhin.~JX1Y (60)daYsbf
~s.9i~termini3tJpn,ln tMeeY~ntQ.fJ~rO1,inq.ti 90 Qfth i's$ i3$eme fit G'rahtee 'sh all ~execU fe .and'
deliver within fifteen (15) daysofsaidJermlnafiona,Terminationo.f Easernenl document
ufficient for rec;ording WiththS Nez Perce; CoontyCIefk,slatin~ that all Ti~h( till~C;lnd
intere~tofC3ri3rilee'in anD J9 f,is eCiSerTlE3pt i~ terr)'1ihc;lted
Grantor reserves the right to use~anderijoysaTd propeqy except lor the purpps
herein granted: but sw;;h M$eshallnqthindw,c;onflict orinterf$te with Grantee s tights
heteunqer:
The Grantee in acCepting' this easement covenants with the Grantor toat.;;I11 timg~
ho.lct the Grantof harmless frpm allc;laims for perspnal injqryor prQperty (jamage arising
t4RANT OF EASEMSNT
PL~ 2 95\0:
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OLJtpf theGr~riteE;!~LJ1:)~ of 1:)qiqE!i3~~rnentaMd exercjs~ of ~h~ grarit h~rE!inqqrJt13in,~(t
IN WITNESS WHEREOF the parties have :caUsed this instrument to be, executed
the day and yearhereinabove;rirstwritten.
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G. \,NilliamMorton" Vic~-P..esicjE!nt ,
Icj~ho Pylp am~ PapE;lf
Attest
W ASHlNGT() NWA TERPOWER COMPANY
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GRANT OF EASEMENT
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STATE. QF IDAHO
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C9l!ntyqf'Nez P:~LC~
On this22.oayqf~1 lS95, b~fbr~rn~1 th~qndersi,9ned, ';3 N9tCiry plJp!iG
(nand fQ( 'Ia'id $(afa,par",:oalWc'appaaraJ.lS; WJlWI\!iIM(JRT9N'i\QdT, l. 9J\R,E,,"
knpwn tq. me to. be th~ Vice Pr~sldentandAs$lst~otSeGretp(Y qfppUa\9.h Cqrpqr~tIQn,thecorporotion,thotexocuted thowithini n~trume ",t c.n9~ckI")9VVled'~~c:I to me fhot,they
executed the same for the and Qnhehalfof s.aidcorp,oration.
IN WITNES$ WHEREOF Uw.ve ber~4ntp set my h~nd ?pd affIxed rny pff.ici!3 I ~~,
tMeqayanq year in 'thi~certifiCC1te JirstCibovewrittP...0;
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NQtaryPuplfc for t.De ~lateofJdaho
Hesidirigat Le.wistoh therein.
MyCbmmissionexpitesMarch15, t999.
SJAT8.0F W~Sl1i1:1'gtQn
G9.l;Jntyqf Spokarie
)ss,
'oil this ...1&.dayof May .. 1995, be(oretn~1 the IJrrdersi~ned
, ,
Noiarypubri'c
in andfdr said .slate, ,personallyappeSired Dbnald\Ma1isani
g '
1\.1.,.. Syms '
knoWn to me to bethe5~!?~fV ~~~t~2~2H~j
,. '
QfWa~hi'ng\9nWater PQw~r
:Comp-any, the corporation Ihatexec;utadt/le within instn.Jf1')enf andaGKPOwledged to l11e
that they exec;uteq thesametqr th~ Cinct or'- behCilf qf sClidcorpOfation.
IN WITNESSWHEREOF I have heteUntoset my hand and affixed my: official seal
the dayand year ihlhiscertificatefirst at;1ove w~itten.
gwl; 1111111111111/111111111 1111111111111111 III J II 1111:0
Offidill. Stat
PATRICIA A. FUHER
NOTARY PUBUPSY,TEOFWAsHINGTON'0. C(A;~TY OF SPOKANE .
:=.
~ CCMMISSIOIJ!=.XPIFlES:f)Ec;Ei.i8ER9..J9W
~;1;!,~ 'I' ,. i"'l.';~~ It:~i u 1111'lir-;; '.f;i~~~:):;~::!!d:i;
C9r\
~~ ~.
8r;'1~1
NotaryPublit for the State of Washinqf:o
Re$idingat Spokan~ .
' " " ,
th~nein.
MY Gpmmis:)ionexpires Dec;e:mber 9. ,1997
GRANTOFEASEMENT
p~ 4 tif;"
:r 5
"EXHIBIT "A!\
~parcels orland, hereinafter .identified asPar:cels ". and ", locateP iI1tbe Soutb es~ Q~pf Se~ti9n7~;
Township 36 North, Range 5 Wdtof the Bois~Meri(:iian, NczPerce (::bui1ty.Jdaho~aS ShPwri On Exhibit "B "(\YaSliirigtPD
, Water Power Company drawingL~34524) ,andasfurtber~cri~below~SaidE~ibi1"B" is'b~l.his t'eferencemadc.apirlhereOL
The following descriptions are b~sed ~n:tbePotI:!.tch Corporation Grid, S.ystem and brass aIpsurveymonumel)~"Dilc~with
'C99tQ1nates Nortbing=2116J .416 andE,asting=4 117 #;6, and"J)ij:.~ W\\VilhcQQrd~;l1es ~qrthing=213H,~7&a114J:a$ting=3653A46, '
Parcel "isa 50-foot wide transmission corridor, located 25 feel on eacb side of the following described centerline:
BEGINNINGa,l a pOint which is atcoordioates Nortbing=419;8Tl:71. and Easting.. 2.88g,l~ ..57 on the WaShing LOn
~outh Lambert GridSystera, whichpoi.qllsh~~i1)aftcridentlfiedias "Ppint P3" and which P9mtiS'.furtberi~cnWie
as suchan saidExhibit
SaidWasbingtQnSoulh Lambert C3ridSystenl,p)oroinate$ fo(Point "P~"i)fe ,herebY:Qct1P~as b~itlg ~l1iyale,n\,
lO .PotlatchGrid Sys~m coordinate,s Northing=214 U.093I1tl.Easting==2~7~,89,
Thence South)ZO4?'09"East,342.06 feet almlgthl: CetlterJineo! theLgl9 !ransmis~ion line to'an~xist.il!gPOWer
pole, said pole ~ing fW1her ideiltifiedas. "pole P l"on$aid Exhlbi! ~
Thence from saidpokNor:th 13O43;3S"E4st 1().3f~t alQI1g~.said ceJ1terline to \be,Washil)gI.onWater~ow~r sub~tation
desqibed as saJci Parcel B;
And including two downguysand ;mcho~ supportings3.id Pole PI, saiddownguys,md anchors being: funher identified.
on~s~d Exhibit ~as ~GuyAncl1ot AT'and "QuyA,+1chor A8"
Parcel "B~~is 3, feD~d substatipn site, as built, including the land enclosed by the foU()Wii1gpc:sc:riptj()n.aIldinc;~udingrigl:it
of way strips for the exiSting Lolo #1 and North LewistontranSmiS$ionlW;".Said right oeWay strips,~tend.from s:3id
"'\1~tati\)n sliJ:.lo. \he. southerly bank. of thc.Clear:warerEiver, as shown on53idEx1liblt"
Parcell! isdescribedasIollows:
DDGINHINO 41th,"nQI i1aw~:.t,\.Uluaurilil;;:)utr:'Li1Liul1 iLSi~ll~ :wlJictJ pviUl i.:i i1~q)U~cJi,~;:I~::; u(~un1ilng::;:214').'1S
and: Easting==3 01 0.42,.. and. continuing aroundlhc;substa~on !cnce on the.fo llowm gcoUt'ses:
" .
Frornthe P9int oflx;ginning; South 12~55~06" Wes~ '109.3f~
Thence South 75O51'53"Eas~.257;7 feet;
Thence Nor:th 72~:?3'lO"'East,33;8feet;
Thenc;:e:N'O(tb6'! 003' 3$~:Eas~,:tf~t;
Thenc;North 14O96'5T'Eas~64,fe~
ThencyJ\lorth 78006;01'" Wtst; 73.7Iect;
Thence NorthlOo19'51';East,7.'l feettoapointontbeccnterlineof said Lola #I transmissiOn line corridor, saidp6int
beingtlle origiilpoint of saidLolo #1 transmission line corridor,
Thence continuing North 10019'5.1" Eas~28.4feet;
'l1leu~ North 1&"'2.?I'4O"WC$1.. &4.9 feet to a point QI1 thcc~terline of saidNOI:th Lew~st(m \nUJ~~onlinecorrt!lor,
. $3ld point being the origin pOint of sa4!NorthJ-ewiston .lransmi~iOri line corridor,
Thence continuing North 78~3' 40" West, .13.f~t tei the northwest ~()me~ of ,the SU\)~w.ti()t)and th~ point beginning.
Including a: total of sixdownguY$and anchors slJpporUng poles located within said Parcel B said downguysand anchors
pcirigfurth~ iqentifiedonsaidExhibit~GuYAnchorAl"Guy Anchor A2"Guy Anchor A3", "Guy
Anchor A4", ~Guy Anchor AS", and "Guy AnchprA6"
Parcel "C"is a nawral gas regulator site as built, including the land enclosed by the follomng descriptiol1:
BEGJNNING at the northeast guard post 9f said regl,!\atorsite,said post having the coordinates ofNorthingF21435.
a,ridEasting=2815.78;
Thence SoIJ ihl 030' 00"~t, 12.5 feet;
Thence South 88030'00" West, 405 feet;
Thence North 1030'00" Wes~ 125 feet;
TbcnreNorfu ~~030'OO"Easl, 4Q.5 feett() the point of ~gi1)1Ung.
PC~0 O
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Exhibit J
Description of Generation Facility
Potlatch Corporation owns and operates four (4) Qualified Facilities at its Lewiston
Idaho facility. For the purposes of this agreement all four (4) facilities are considered as
one collective entity.
1. Unit Number One Description - QF83-144-000
(a) The unit number one turbine , General Electric serial number 83530, is a nine
stage 3600 RPM, 600 PSIG steam turbine.
(b) The unit number one generator, General .electric serial number 6784689, is
nameplate rated at 12 500 kV A
2. Unit Number Two Description - QF83-~42-000
(a) The unit number two turbine, General Electric serial number 197741 , is a six
stage, 3600 RPM , 600 PSIG steam turbine.
(b) The unit number two generator, General Electric serial number 316X188, is
nameplate rated at 11 188 kV A.
3. Unit Number Three Description - QF83-143-000
(a) The unit number three turbine, General Electric serial number 197836, is a twelve
. stage, 3600 RPM 1250 PSIG steam turbine.
(b) The unit number three generator, General Electric serial number 316X374, is
nameplate rated at 41 600 kV A (gJ 30 PSIG H2.
4. Unit Number Four Description - QF92-67-000
(a) The unit number four turbine, ABB order number MB275226, is a 3600 RPM
steam turbine.
(b) The unit number four generator, ABB serial number HM300516 , is nameplate
rated at 66 916 kV A.
Exhibit K
Dispute Resolution Procedures
1. Statements of Dispute. The Dispute Resolution provlSlons of this
Agreement shall be invoked by either Party to resolve any Dispute arising under this
Agreement. Within fourteen (14) calendar days of a Party s request that the arbitration
process be commenced, each Party shall submit a statement in writing to the other Party,
which statement shall set forth in reasonable detail the nature of the Dispute and the
issues to be arbitrated;
Selection of an Arbitrator. Within ten (10) calendar days following the
submission of the statements described in Section 1 above, the Parties shall select an
arbitrator familiar with and knowledgeable about the technical and regulatory
requirements for generation interconnection.If the Parties cannot agree upon an
arbitrator, or do not agree on a means of selecting an arbitrator that differs from that set
forth herein, the Parties shall apply to the Idaho Public Utilities Commission , for the
appointment of an arbitrator. Absent the express written consent of all Parties as to any
particular individual , no person shall be ~ligible for selection as an arbitrator who is a past
or present officer, member of the governing body, employee of, or consultant to any
the Parties, or of an entity related to or affiliated with any of the Parties, or whose
interests are otherwise affected by the matter to be arbitrated. Any individual designated
as an arbitrator shall make known to the Parties any such disqualifying relationship, and a
new arbitrator shall be designated in accordance with the provisions of this Section.
Procedural Rules. The arbitrator shall determine discovery procedures
compliance with intervention requirements, how evidence shall be taken, what written
submittals may be made and other such procedural matters , taking into account the
complexity of the issues involved, the extent to which factual matters are disputed and the
extent to which the credibility of witnesses is relevant to a resolution of the dispute.
Intervenors shall have the same procedural rights as parties to the dispute. Each party to
the dispute shall produce all evidence determined by the arbitrator to be relevant to the
issues presented. To the extent such evidence involves proprietary or confidential
information, the arbitrator shall issue an appropriate protective order that shall be
complied with by all parties to the dispute. The arbitrator may elect to resolve the
arbitration matter solely on the basis of written evidence and arguments.
Intervention. The arbitrator shall admit as intervenors in the Dispute
Resolution process any party that requests intervention and demonstrates to the arbitrator
good cause for intervention. Absent the agreement to the contrary of all parties, no party
shall be permitted to intervene unless, as a condition of its intervention, it agrees to be
bound by the provisions of this Exhibit K in regard to the arbitration, including the
provisions related to deference on appeal to the FERC or state regulatory commission set
forth in Section 8.
Evidence. The arbitrator shall take evidence submitted by the disputing
parties in accordance with procedures established by the arbitrator and may request
additional information, including the opinion of recognized technical bodies. All
disputing parties shall be afforded a reasonable opportunity to rebut any such additional
information. Other affected entities may request in writing that the arbitrator consider
additional information, and the arbitrator may consider such additional information
subject to a right of the disputing parties to have a reasonable opportunity to rebut such
additional information.
Substantive Standards and Decision. As soon as practicable, but in no
event later than one hundred fifteen (115) calendar days after his or her selection as
arbitrator, the arbitrator shall render a written decision and reasons therefor. In reaching
his or her decision, the arbitrator shall consider the intent of this Agreement; other
applicable agreements , laws or regulations; or applicable technical standards and criteria
not inconsistent with this Agreement. A written decision, including specific findings of
fact, explaining the basis for the award shall be provided by the arbitrator with the written
notice to the disputing parties. Awards shall be based only on the evidence on the record
before the arbitrators. No award that is not appealed shall be deemed to be precedential
in any other arbitration related to a different dispute.7. Compliance and Costs.
Compliance with the Arbitrators' Award. Immediately upon the
decision by the arbitrators, except during the period of appeal as provided for in Section
, the disputing parties shall commence to take , and thereafter diligently prosecute to
completion, whatever action is required to comply with the selected award to the extent
the selected award does not require regulatory action. To the extent the award requires
approval or regulatory action by a local , tribal, state, federal or provincial body of
competent jurisdiction; FERC review of an award involving a federal power marketing
agency; or a FERC filing by a transmission provider subject to Sections 205 or 206 of the
Federal Power Act, 16 USC ~~824d and 824e; the affected disputing party shall promptly
submit and support that portion of the award with the appropriate authority except as
provided in Section 8. Any and all costs associated with the arbitration (but not including
the disputing parties ' costs associated with attorney and witness fees) shall be borne by
the disputing party or parties whose proposed award was not selected, unless the
disputing parties agree to an alternate method of allocating costs , or unless the arbitrator
determines it would be appropriate to allocate all or a portion of such costs to one or more
intervenors.
Effect of A ward. Except for it not being precedential, an award
that is not appealed shall be deemed to have the same force and effect as an order entered
by the appropriate regulatory agency.8. Grounds for Appeal. Within thirty (30) calendar days of the issuance of
any arbitration award, any party to an arbitration may apply to the FERC or to a state
regulatory commission to hear an appeal of such award with respect to matters to which a
regulatory agency has jurisdiction, but only upon the grounds that the award is contrary to
or beyond the scope of this Agreement or is unjust, unreasonable, unduly discriminatory
or preferential or otherwise inconsistent with then applicable standards or policies or
applicable law. Any appeal shall be based solely upon the record assembled by the
arbitrator; provided however, that any order by an arbitrator excluding material from the
arbitration record or any ruling that is alleged to violate due process may be explicitly
appealed by a party as a part of an appeal under this Section 8. Parties to arbitrations
agree that (i) substantial deference shall be afforded to the factual findings of the
arbitrator; (ii) the portion , if any, of the award relating to issues not of first impression
(i., matters previously decided by the FERC, a state regulatory commission, or a court
of competent jurisdiction in cases involving comparable facts and circumstances) should
be afforded appropriate deference; and (iii) the portion, if any, of the award relating to
issues of first impression should be afforded no deference. Implementation of the award
shall be stayed pending an appeal unless and until, at the request of a disputing party, an
order shortening or extending the stay.9. No Expansion of Factual Record. No party to an arbitration shall seek to
expand the factual record beyond that assembled by the arbitrator, except that any party to
an arbitration may submit such additional evidence or argument as may be needed to
respond to new evidence or arguments raised by intervenors who were not parties to the
arbitration.
10.Judicial Enforcement. Subject to the right of any party to appeal , and
exhaustion of remedies , any party shall be entitled to seek enforcement of the award in
any court of competent jurisdiction.
Exhibit L
Insurance ReQuirements
ACORDTM " DATE(MM/DDIYYHi04/29/03
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
PRODUCER
Aon Risk Services, Inc. of Oregon
1211 S.W, 5th Avenue
Suite 600
Portland OR 97204-3799
PHONE. [phone]
INSURED
Potlatch Corporation
Attn: John BellO, Box 1016
Lewiston ID 835010000 USA
FAX - [phone]
COMPANY Continental Casualty Company
COMPANY Transcontinental Insurance Co
COMPANY American Alternative Ins Corp
COMPANY
w1~'Q&~M:GES:~ii~~~l~~~~1f.i~~l('&i~~~i(l~rJ~..~fi~~r~~~~~J~~~~~$M~I;~~~~~!~~~iif~iIK~li~~~~?;i$JfjJ~~i&.~~~~1.iftfi\~;"~~~~~~~~1\'Jr~llli~7$1~~'t~~tr~m(~!f,;!~~~i~~~~
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICAiED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR TYPE OF INSURANCE POLlCY NUM1IER POLICY EFFECTIVE POLICY EXPlRATiON
DATE (MMfDDNY) DATE (MMIDDNY)LIJ\UTS
GENERAL LIABILITY 04/01/03 04/01/04 GENERAL AGGREGATE
PRODUCTS - CDMP/OP AGG
M249216516
Commercial General LiabilityCOMMERCIAL GENERAL LIABILITY
;~m ClAIMS MADE OCCUR
OWNER'S & CONTRACTOR'S PROT
FIRE DAMAGE(Anv one firel
000 000
000 000
000 000
000 000
000 000
000
PERSONAL & ADV INJURY
EACH OCCURRENCE
MED EXP (Anv one person)
AUTOMOBILE LIABILITY
ANY AUTO COMBINED SINGLE LIMIT
ALL OWNED AUTOS
SCHEOULED AUTOS
HIRED AUTOS
BODILY INJURY
( Per person)
NON-OWNED AUTOS
BODILY INJURY
(Per accident)
PROPERTY DAMAGE
GARAGE LIABILITY
ANY AUTO
AUTO ONLY - EA ACCIDENT
OTHER TI-!AN AUTO ONL Y:
EACH ACCIDENT
AGGREGAT
EXCESS LIABILITY
UMBRELlA FORM
OTHER THAN UMBRELlA FORM
01A2UMOOO052300
COMMERCIAL UMBRELLA COVERAG
04/01/03 04/01/04 EACH OCCURRENCE
AGGREGATE
000 000
000 000
WORKER'S COMPENSATION AND
EMPLOYERS' LIABILITY
THE PROPRIETOR!
PARTNERS/EXECUTIVE X INCL
OFFICERS ARE: EXCL
WC249216731
WORKERS COMPENSATION
04/01/03 04/01/04
EL DISEASE-POLICY LIMIT
EL DISEASE-EA EMPLOYEE
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS
Avista Corp. is included as Additional Insured under the General Liability Policy but only to the extent covered
by the insurance policy, Waiver of Subrogation applies.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
Avista Corp.
Attn: Warren Clark
Box 3727
Spokane, WA 99220-3727 USA
EXPIRATION DATE THEREOF, THE iSSUING COMPANY WILL ENDEAVOR TO MAIL
30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT.
BUT FAILURE TO MAIL SUCH NOTICE SHALL iMPOSE NO OBLIGATiON OR LIABILITY
OF ANY KIND UPON THE COMPANY. ITS AGENTS OR REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
""'- -..-/ ~ ,
rc;-
Certificate No:
L ?.
570005979040 Holder Identifier:
Exhibit M
Interconnection Application
Exhibit M is applicable to a new facility that is being interconnected to A vista s electrical
system for the first time. Since the Generating Company is an existing facility that has
been interconnected to A vista s electrical system for an extended period of time (in
excess of ten (10) years) it has been determined that an Interconnection Application is not
required.