20061206Application.pdf

THE LAW OFFICE OF
PAINE, HAMBLEN , COFFIN , BROOKE & MILLER LLP
R. Blair Strong
Partner
509-455-6059
r. blair. strong02painehamblen. com
717 WEST SPRAGUE AVENUE
SUITE lZOO
SPOKANE, WASHINGTON 99201-3505
[phone]
FAX: [phone]
www.painehamblen.com
RECE I'(r::n
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lOOn DEC - 6 Ml 9: 39
IDAHO jJUULlC
UTILITIES COI,iMISSIOi'
December 5, 2006
!rVu~0 b 1(:)
Ms. Jean Jewell, Commission Secretary
Idaho Public Utilities Commission
472 West Washington
Boise, ID 83702
RE:Joint Petition of Stimson Lumber Company and A vista Corporation
Dear Ms. Jewell:
Please find enclosed for filing the original and seven (7) copies of the Joint Petition of
Stimson Lumber Company and A vista Corporation. Please conform and return the additional
copy in the enclosed self-addressed stamped enveloped.
Very truly yours
PAINE, HAMBLEN, COFFIN, BROOKE
& MILLER LLC
cfJjo~
Terry L. York
Paralegal for R. Blair Strong
I:\Spodocs\1 1 ISO\04I91\ltr\004610S3.DOC
Enclosurescc: David J. Meyer (w/enc.
William E. Peressini (w/enc.
Limited Liability PartnershiP
Offices in Spokane. Coeur d'Alene . Kennewick
For A vista Corporation
DA VID J. MEYER
VICE PRESIDENT, CHIEF COUNSEL FOR REGULATORY
AND GOVERNMENTAL AFFAIRS
A VISTA CORPORATION
O. BOX 3727
l411 EAST MISSION AVENUE
SPOKANE, WASHINGTON 99220-3727
TELEPHONE: [phone]
FACSIMILE: [phone]
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2006 DEC -6 At1 9: 39
. . iDAHO i;UCL/C
LJl ""i"if.::ro ::f'ir:'('\'i. ......'.JV\,/;i:rYil";01'
For Stimson Lumber Company
WILLIAM E. PERESSINI
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
STIMSON LUMBER COMPANY
520 S.W. Y AMHILL, SUITE 700
PORTLAND, OREGON 97204-1330
TELEPHONE: [phone]FACSIMILE: [phone]
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE JOINT
PETITION OF A VISTA CORPORATION
AND STIMSON LUMBER COMPANY
FOR APPROVAL OF A POWER
PURCHASE AND SALE AGREEMENT
CASE NO. A VU-E- O~-I 0
JOINT PETITION OF STIMSON
LUMBER COMPANY AND A VISTA
CORPORATION
A vista Corporation ("A vista ) and Stimson Lumber Company ("Stimson
(A vista and Stimson are referred to collectively as the "Parties ) hereby petition the Idaho
Public Utilities Commission ("Commission" or "IPUC") for an order approving the
Power Purchase Agreement between Stimson Lumber Company and A vista Corporation
effective October 1 2006 ("Agreement") which is attached hereto. In support of this
Petition, the Parties state as follows:
A vista is a corporation created and organized under the laws ofthe State
of Washington with its principal office in Spokane, Washington. Avista is an investor-
JOINT PETITION OF STIMSON LUMBER
COMP ANY AND A VISTA CORPORATION - 1
owned utility principally engaged in the business of providing electric and natural gas
service in the states of Idaho and Washington.
Stimson is a corporation organized under the laws of the State of Oregon
that operates a thermal wood waste small power electric generation plant, at Plummer
Idaho (hereinafter referred to as the "Facility
Stimson s Facility is capable of generating up to approximately 6.
megawatts of energy. The Facility is a Qualifying Facility ("QF") pursuant to the Public
Utility Regulatory Policies Act of 1978 , Pub. L. No. 95-617, 92 Stat. 3117 (1978)
PURPA") and 18 C.R. Part 292 (2003).
The Facility was previously owned and operated by HaleyWest LLC.
HaleyWest, LLC has assigned all of its rights to own and operate the Facility to Stimson.
Stimson has assumed HaleyWest LLC's obligations under a power sale and purchase
agreement between A vista and HaleyWest LLC that expired under its own terms on
September 30, 2006.
Stimson and A vista both desired that energy deliveries from the Facility to
A vista continue without interruption following termination of the HaleyWest LLC
agreement.
The Parties reached agreement on a power purchase and sale agreement
commencing October 1 , 2006 to continue purchases and sales from the Facility. In
summary, the essential terms of the Agreement are as follows:
(a)The Purchase and Sale Agreement is for a term of five (5) years
unless terminated earlier by terms and conditions contained in the Agreement.
J OINT PETITION OF STIMSON LUMBER
COMP ANY AND A VISTA CORPORATION - 2
(b)The Agreement shall terminate if the Commission determines that
the prices to be paid for electric power are not just and reasonable, in the public
interest, and that the costs incurred by A vista for purchases of electric power from
Seller are legitimate expenses.
(c)The Agreement includes an Interconnection Agreement, separately
negotiated by A vista Transmission Services. The Interconnection Agreement is
attached as Exhibit C to the Agreement.
Avista will be the sole purchaser of Stimson s generation. For all
Net Delivered Output received by Avista that is not Surplus Energy, Avista shall
pay prices at Avoided Cost Rates For Non-Fueled Projects Smaller Than Ten
Megawatts -Non-Levelized, which are set forth in Section 11.1 of the
Agreement.
(e)For all Surplus Energy received by A vista, A vista shall pay to the
current month's Market Energy Cost per megawatt-hour or the Net Delivered
Output Purchase Price specified in Section 11., whichever is lower.
(f)The petitioners are not requesting retroactive approval of the
Agreement. In order to allow for the continuous operation of the Facility, the
Agreement allows for energy deliveries and payments by A vista to Stimson at the
scheduled avoided cost rate effective October 1 , 2006. In the event the
Commission does not approve the Agreement by January 30 2007 , or approves it
subject to conditions unacceptable to the Parties, the Agreement will terminate.
In such event, Stimson shall refund certain amounts to Avista. Pursuant to
Section 5.4 ofthe Agreement, the refund amount for each month shall be equal to
JOINT PETITION OF STIMSON LUMBER
COMP ANY AND A VISTA CORPORATION - 3
the amount previously paid by A vista for electric power received by A vista during
such month, less the arithmetic product that is obtained by multiplying the
number of megawatt-hours during such month for which A vista has paid, by the
lesser of: (i) the Net Delivered Output Cost set forth in Section 11.1 for such
month, or (ii) the Market Energy Cost for such month.
Communications respecting this matter should be addressed to:
FOR A VISTA:
David J. Meyer
Vice President, Chief Counsel For Regulatory
and Governmental Affairs
A vista Corporation
O. Box 3727
1411 East Mission Avenue, MSC-
Spokane, Washington 99220-3727
Telephone: [phone]
Facsimile: [phone]
Kelly O. Norwood
Vice President, State and Federal Regulation
A vista Corporation
O. Box 3727
1411 E. Mission Avenue, MSC-
Spokane, Washington 99220
Phone: [phone]
Fax: [phone]
FOR STIMSON:
William E. Peressini
Vice President and Chief Financial Officer
Stimson Lumber Company
520 S.W. Yamhill, Suite 700
Portland, Oregon 97204-1330
Phone: [phone]Fax: [phone]
WHEREFORE A vista and Stimson respectfully request that the Commission
issue an order approving the Agreement, including provisions:
J OINT PETITION OF STIMSON LUMBER
COMP ANY AND A VISTA CORPORATION - 4
approving the Agreement and the Interconnection Agreement; and(1 )
(2)allowing deferral and recovery of all power purchase costs subject to
Avista s Idaho Power Cost Adjustment ("PCA") or as otherwise recovered by Avista
through base rates, and declaring that prices to be paid for energy and capacity are just
and reasonable, in the public interest, and that the costs incurred by Avista for purchasing
capacity and energy from Stimson are legitimate expenses.
(3)approving the Agreement as satisfaction of the entirety of A vista
obligations under PURP A with regard to the Facility.
THE PARTIES FURTHER REQUEST that the Commission consider this
joint petition in accordance with Rule 201 , et seq. allowing for disposition by Modified
Procedure. IDAPA 31.01.01.201 et seq.
.....
Respectfully submitted this '1 da y of December, 2006.
A VISTA CORPORATION
22/Its v. A
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Date i:2 .I '-lIne..
STIMSON LUMBER COMPANY
Its
Date
JOINT PETITION OF STIMSON LUMBER
COMPANY AND A VISTA CORPORATION - 5
(1)
(2)
approving the Agreement and the Interconnection Agreement; and
allowing defenal and recovery of all power purchase costs subject to
Avista s Idaho Power Cost Adjustment PCN'or as otherwise recovered by Avista
through base rates, and declaring that prices to be paid for energy and capacity are just
and reasonable, in the public interest, and that the costs incurred by A vista for purchasing
capacity and energy from Stimson are legitimate expenses.
(3)approving the Agreement as satisfaction of the entirety ofAvista
obligations under PURP A with regard to the Facility.
THE PARTIES FURTHER REQUEST that the Commission consider this
joint petition in accordance with Rule 201 , et seq, allowing for disposition by Modified
Procedure, mAPA 31.01.01.201 et seq
Respectfully submitted this _day of December, 2006
AVISTA CORPORATION
Its
Date
STIMSON LUMBER COMPANY
Its
Date
JOINT PEnnON OF STIMSON LUMBER
COMP ANY AND AVIS I A CORPORA I ION - 5
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/rvhCL
CERTIFICATE OF SERVICE
I hereby certify that on this ~ay of December, 2006, the Joint Petition of
Stimson Lumber Company and A vista Corporation was sent to the following parties as
shown:
Jean Jewell
Commission Secretary
Idaho Public Utilities Commission
472 West Washington
Boise, Idaho 83702
iiewell~puc.state.id.
('1' U.S. Mail, Postage Prepaid
( ) Hand Delivered
( ) Overnight Mail
( ) Facsimile
( ) Electronic Mail
Scott Woodbury
Idaho Public Utilities Commission
472 West Washington
Boise, Idaho 83702
swoodbury~puc.state.id. us
(v('U.S. Mail, Postage Prepaid
( ) Hand Delivered
( ) Overnight Mail
( ) Facsimile
( ) Electronic Mail
R. Blair Strong
1:\Spodocs\11150\04191\plead\OO460878.DOC
JOINT PETITION OF STIMSON LUMBER
COMP ANY AND A VISTA CORPORATION - 6
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20U& DEC - 6 A~1 9:
Avo
--o6-tO
IDl\HO FUGUC
UTiUliES COiMvUSSIO;,
POWER PURCHASE AGO
BETWEEN
STIMSON LUMBER COMPANY
AND
A VISTA CORPORA 'nON
INDEX
10.
11.
12-
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
DBPJN mONS... ...............
................... ............ ............ ...... ..... ........................ .......
NO RBlJANCB ON A VISTA................................................ ...............................
W AR.ItANI'IBS .......... ................. ........... ........ ........ ......
.... ...... ........ ............ ...........
CONDmoNS 1"0 ACCEPTANCE OF BN'ER.OY............... ...............................
T'BR.M OP A OREEMBNT .. ........... ............
. ............. . ............ ... .. ... ..... . .. .. ... . .. .... .....
PURCHASE AND SAI..B OF POWBR..................................................................
SBCURrI'Y
CUIlTAILMBNT, INTBIUlUPTION OR REDUcnON OF SLIVERY...........
OPBR.A TION ........... ...............................................
................ .. ........... .................
MBTEIlINO
PURCllASE'AND MB11fOD OF P A YMHN'I' ........ ..............................
............. ................... ......... ... ............... ............... ...... .......................... ............. ................. .............. .......... ....... .......... ........... ...................
FORCE MAJBURE .............................. .................
....... ........... ........... ...................
INDEMNrrY ..............
..... ............. .............. ......... .............. ..... .. ......... ......... ..........
ASSIONMEN1" ........... ............. ................
................................ .... ..........................
NO llNSPBl;lJ'lHlJ TIIIR.D P AR'IY BEJIlEFICIARIES .......
..............................
DBF AUL T
........................... .................. ............................. .................. ............
ARBrrRA TION .............
.............. ...... ........ ............ ................. ......... .......... ...........
RBLBASB BY PROJECI' DEVELOPER ............................... :.............................
OOVERNMBN'I' AL A UTII OR.rIY .......
................................. .... ...... .......... ..........
EQUAL OPPOR11.JNrIY ...................... ............................
..... ............... ...............
SEVERAL OBLIOA TIONS.................................................... ..............................
IMP LBMI!N1' A 110 N .............................................................. .
.. . .. . .. .. .. .. .. .. . .. .. .. ... .
NON- W AIVER......... ........ ......
................ ...... ............ ................ ....... ..... ..................
AMBNDMEN1'........................ ................................................ ..............................
CHOICE OF LAWS ................................................................ ..............................
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26.
27.
28.
29.
30.
COMPLIANCE WI1'Ii LAWS............................................... ...............................
VENUE
HEADINGS
NanCES
BXHIB rrs
Exhibit A
&hibit B
Exhibit C
Bxhibit D
....... .............. ... ............... ................ ............ ...... ...................................................................................... .................. .......... ............................................. ............... ................ .................. ........ ..... ...................... ............................................ ......................... ..... ..........................
Communication aDd Reporting
Form of Bn&ineer'1 Certification of Operatio
IDtCRODllection Aareement
Desc:ription of the Facility
2 -
and Maintenance Policy
Tbia Aplcment, effective October 1, 2006, is made by and oeD A vista Corporation,
a Wlllhinaton corporation r AviIta"), ad Stim8On Lumber Campen ("Project Devoloper"),
Avista aDd Project lWIeIoper are sometimes h;;lr~u....d to herein indi 'dually as a .Party" and
collcetive1y u the "luties,
wrrNESSETB:
WIIEUAS, Project Dcvo1oper pllDl to operate a 6.5 MW
Facility") at Plummer, Idaho; and
RW.IUtAS, Project DevoIoper his obtained from the
the risht IIId authority to operate tho Facility: and
d' Alene Tribe of Indians
WIIDBAS, Project Developer bu been uaigned, by Hal
all ofH8JcyW.'s riabll to own 8Dd operate tho Facility;
WIIDBAS, the Facility may produce power fiom tUne to which is in excess to
Project DeveIoper's noods and which Project Developer dc8ires to 1 to Avista,
WBEREA.S, HaleyWat IDd Avilla are putiea to an punuant to which A vista
pUR:bues the output oftbe Facility, which qreament expires by its wn terms on September 30
2006;
WIIDBAS, tho Facility is connected in a manner such that
A vista's electric:aI syItan oocurs;
WIIDKAS, A vista and Project Developer are parties to the IntcrcoDnection Agreement,
which ill set tbrth at Exhibit C, herein, amd incolpOratod IS a part of ' Agreement;
el operation with
WHEREAS, Project DevoIoper de8ires to seU md A vista d to purchase power
from the Fldlity subject to approVll of the Idaho Public Utilities
' '
on;
WIIDBAS, Project DevoIoper is or aball be a Qualifying F
the Public Utility ReauJa&ory Policies Act of 1978 and the rules IIDd
WHEREAS, A vista is obligated under the Public Utility It
and tho rules 8Dd resuIatioDl of tho IPUC to purchase power from
ts and agreementsNOW, TllBUFORE, in consideration of the mutual co
hcniDafter set forth, the PartiCII asree IS follows,
I: ill...HW"t ,,
Whenever UIOd in this Agreement and exhibits hereto, the fo owing terms shall have the
followiDg JDe&Ifti'9
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ADeI--t" mans this Power Purchase Agrcem
any written amendments.
including all exhibits, and
1.1 1M1Y" means average MW.
1.3 "ADdi"
, "
PnI8ct DeveleDer
, "
lIm" and "
lapec;tive meudnp set forth Ibove.
1.4 "P8dIItY" melDS the electric poeratins facilities. in uding all equipment and
struc:tureI nee DlIJry to ""'0 and supply power, more perticularl described at Exhibit D
(DescIi9tion of tile Facility).
" shall have their
1.5 "
.......,
8erYIce Power means the electric power by the Facility during
ita operation for ftM:ility service power, incIudiq. but DOt necessaril limited to pumping.
generator excitation, cooling or otherwise related to the produdion olectricity by tho Facility.
means the Federal Energy Regulatory Co
lIIdea8IuIeat h""""'tr Certification" mans
profeuiona1 enaiaeer reaistcnd in W or Idaho, who bas
equitable, ownenbip intere8t in the Facility.
1.8 "I-*---ecdea AlD'eelllellt " The Generation In
which Net Deliwred Output may be dolivercd into the tnmsmiasion
ofDolivcry duriD& the term oftbis Agreement. The Interconnoction
full at BxJn'bit C.
0" means megawatt. One tho\lS&Dd kilowatts eq
to interconnect the
on system including
. Interconnection Facilities
unication equipment
1a"'1 --r.d88 1i'MiIitIIt" melDS all facilities
Pec:iIity for cIeIiY8y orNet Delivered Output to the Avilta trmsmi
connection, tr8D8bmatioa, awitdUDg. reIayina and safety
shall a1Io indudc III telemetry, metering. ceIIul.. telephone, and/or
required UDder this Agn=cment rcpnDCII of location.
10 "
~"
means tho Idaho Public Utilities Commissio
12 "Muket J:8eny Colt"moans eighty-five percent ( 5%) of the weighted
avenge of the daily Ou-Peak md Off.Peak Dow Jones Mi~lum a Index (Dow Jones Mid-C
Index) prices for firm eDellD'. If the Dow Jones Mid-COlumbia Ind price is discontinued by
the RIpOrtins apnoy. both Parties will mutually agree upon a repl cot indcIx. which is similar
to the Cow JODCII Mid..c Index. The selected replllCaDeDt index . be consistent with other
similar agreements and a commonly used index by the electric i
.4.
13 "Net DeUvered OutDut" means all electric energy 8
of Facility Service Power.
14 "Net Delivered OutDat Cost" means the rate in doll per megawatt-hour, to be
paid by A vista for all Net Delivered Output, subject to any limitatio under this Agreement
The Net Delivered Output Cost is specified in Section 11.1.
15 "Off-Peak" means all hours other than On-Peak hot.
16 "On-Peak" means the hours ending 0700 through 2~ Pacific Prevailing time,
Monday through Sunday, including NERC holidays.
17 "Ooentlnl! Year" means each 12-month period fro
December 31.
18 OoeradoD Date means the later of October I, 2 or the day following the
day that A vista has verified that Project Developer has fulfilled aU 0 the conditions required by
Sections 3 and 4, of the Agreement
19 "Point of DeRven" means the location where the F
intercormected with A vista's transmission system.
1.20 "Pnldat UtIlItY Pnctlee8" means the practices, m ods, and acts, including
but not limited to practices, methods, and acts engaged in or approv by a significant portion of
the electric? power generation and transmission industry, in the ex se of reasonable judgment
in the light of the facts known or that should have been known at th time a decision was made,
that would have been expected to accomplish the desired result in a anner consistent with law
regulation, reliability, safety, environmental protection, economy, expedition.
21 "Scheduled Out82e" means any outage which is sc ed by the Project
Developer to remove electrical or mechanical equipment ftom servi for repair, replacement,
maintenance, safety or any other reason, and which thereby limits th generating capability of the
Facility to less than its full tested capability.
22 "SUl'DIuI henrv" means: (1) Net Delivered Output roduced by the Project
Developer s Facility and delivered to the Avista electrical system d . g the month which
exceeds 11 ()OIO of the monthly Net Delivered Output estimate for the corresponding month
specified in Section 6.3; (2) If the Net Delivered Output produced b the Project Developer
Facility and delivered to the Avista electrical system dwing the mon is less than 90% of the
monthly Net Delivered Output estimate for the corresponding mon specified in Section 6.
then all Net Delivered Output delivered by the Facility to the Avista electrical system for that
given month, or (3) All Net Delivered Output produced by the Proj Developer s Facility and
delivered by the Facility to the A vista electric system prior to the tion Date. For
clarification, Net Delivered Output that is Surplus Energy pursuant this definition shall be sold
to A vista at the price set forth in Section 11.
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123 "Surolul EaerRV COlt" means the rate in dollars . megawatt-hour, to be paid
by Avista for all Surplus Energy. subject to any limitations under 's Agreement. The Surplus
Energy Cost is specified in Section 11.2.
NO RELIANCE ON A VISTA
Project Devel01'Cl' Indcoendent Invcstillation. Proj Developer wamnts and
represents to A vista that in entering into this Agreement and the und 'g by Project
Developer of the obligations set forth herein. Project Developer has vestigated and determined
that it is capable ofpcrfonning hereunder and has not relied upon th advice, experience or
expertise of A vista in connection with the transactions contemplated by this Agreement.
Project Develouer EXDerts. All professionals or exoehs including, but not limited
to, engineers. attorneys or accountants. that Project Developer may ~ave consulted or relied on in
undertaking the transactions contemplated by this Agreement have bjeen solely those of ProjectDevel~
WARRANTIES
No Warrantv bv Avista, Any review. acceptance or 'Iure to review Project
Developer's design, specifications, equipment or facilities shall not an endorsement or a
confirmation by A vista, and A vista makes no wammties. expressed r implied, regarding any
aspect of Project Developer's design, specifications. equipment or 'lities, including, but not
limited to, safety, durability, reliability, strength, capacity, adequacy or economic feasibility.
Oualifvin2 Facilitv Status. Project Developer wamn that the Facility is a
Qualifying Facility", as that term is used and defined in 18 CFR ~2 .207. After initial
qualification, Project Developer shall take such steps as may be to adequately maintain
the Facility's Qualifying Facility status during the term of this A ent and Project
Developer's failure to adequately maintain Qualifying Facility status will be a material breach of
this Agreement. Avista reserves the right to review the Project Dev opel's Qualifying Facility
status and associated support and compliance documents at any time during the term of this
Agreement.
S PRIOR TO OPERATION DATE
Prior to the Operation Date, the following actions must have
Licenses. Permits and Aoorovals. Project Developer have submitted proof to
A vista that a1llicenses, permits or approvals necessary for Project eloper's operations have
been obtained from applicable federal, state. , tn'baJ or local authorities, luding, but not limited toevidence of compliance with Subpart B, 18 CFR 292.207. Licenses, Penmb and Approvals shall
- 6-
include but shall not be limited to tribal, state and local Business Li , environmental permits
approvals for fuel storage, water rights, and other necessary property wner easements and leases.
4.2 Ooinion of Co\m5el. Project Developer shall have au itted to A vista an Opinion
Letter signed by an attorney admitted to practice and in good standing n the State ofIdaho ,
Washington providing an opinion that Project Developer's licenses, its and approvals as set
forth in Section 4.1 above are legally and validly issued, are held in th name of the Project
Developer, and based on a reasonable independent review, co1mSel is fthe opinion that Project
Developer is in substantial compliance with said pennits as of the date fthe Opinion Letter. The
Opinion wiD be in a fonn acceptable to A vista and will acknowledge t the attorney rendering the
opinion understaDds that Avista is relying on said opinion. Avista'tance of the Conn shall
not be 1.IIU'e8SOD8bly withheld. The Opinion Letter will be govemc:d b and shall be interpreted in
accordance with the legal opinion accord of the American Bar Associ on Section of Business Law
(1991).
4.3 ecurity. Project Developer shall have complied with ection 7, Security.
4A Written Acceotance.Project Developer shall have ob . cd written confinnation
from A vista that all conditions to acceptance of electric energy have fulfilled. Such written
confinnation shall not be unreasonably withheld by A vista.
4.5 Initial Year Monthlv et Deli ered Outout ounts. Project Developer shall
have provided to Avista the Initial Year Monthly Net Delivered au ut Estimates in ~ance
with Section 6.
TERM OF AGREEMENT
Subject to the provisions of this Section 5, this A
0000 hours on October I, 2006 C'Effective Date ), provided the AParties on or prior to the October I, 2006. In the event this Agreern
subsequent to October I, 2006, the Effective Date will be deemed to
Agreement will have been executed by both Parties. Power p
Agreement shall commence upon the Effective Date.
cot shall be effective at
ent is executed by the
t is executed by the Parties
the date upon which the
pursuant to this
5.2 Project Developer and Avista shall jointly petition th IPUC for an order
approving the Agreement. This Agreement is conditioned upon the roval and determination
by the IPUC that the prices to be paid for electric power are just and nable, in the public
interest, and that the costs incurred by A vista for purchases of electri power from Seller are
legitimate expenses.
5.3 In the event that the IPUC fails to issue a final order ving this Agreement by
January 30, 2007, neither Party shall have any further obligations to urchasc or sell electric
power hereunder, and this Agreement shall terminate on January 30, 007.
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In the event that this Agreement is tcnninated purs t to Sections 5.2 or 5.
except as otherwise provided, the Project Developer shall refund unts to A vista. The refund
amount for each month shall be equal to the amount previously paid by A vista for electric power
received by Avista dming such month, less the arithmetic product t is obtained by multiplying
the number of megawatt-hours during such month for which A vista as paid, by the lesser of:
(i) the Net Delivered Output Cost set forth in Section 11.1 for such onth, or (ii) the Marlcet
Energy Cost for such month. In the event that A vista has not paid r electric power delivered
by Project Developer before this Agreement is terminated pursuant Sections 5.2 or 5.3, Avista
shall pay for such power at the lesser of: (i) the Net Delivered Outp t Cost set forth in Section
. 11.1 for such month, or (ii) the Market Energy Cost for such month"
5.5 The term of the Agreement shall be for 5 years folloWing the Operation Date,
unless terminated earlier by terms and conditions contained herein.
Unless excused by Force Majeure, Avista tcrm. ate this Agreement on thirty
(30) days prior written notice if, in any two (2) consecutive . g Y cars, Project Developer
fails to deliver Net Delivered Output equal to 42,048 megawatt-ho
6. PURCHASE AND SALE OF PO~R
Project Developer shall sell and deliver to the Point O~DeIiVery and Avista shall
purchase all Net Delivered Output.
The Facility is designed, and the Project Developer s I operate the Facility in a
manner such that the hourly scheduled amount of Net Delivered Ou ut does not exceed 6.5 MW
in any hour. A vista shall have the right, but not the obligation, to p base any Net Delivered
Output ftom the Facility in excess of 6.5 MW in any hour. The mIX urn annual amount of
electric power that A vista is obligated to purchase hereunder sball 56 940 megawatt-hours in
any Operating Year which is a non-Leap Year, or 57,096 megawatt- ours in any Operating Year
which is a Leap Year.
6.3 Net Delivered Output Amounts
6.3.Initial Net Delivered Outuut Estimates. Proj Developer shall provide to
Avista Net Delivered Output estimates for each of the twelv consecutive months that
begin with the month containing the Operation Date, coUDtin the month during which
the Operation Date occurs as month one (Initial Year Monthl Net Delivered Output
Estimates). Project Developer shall provide to Avista such 'tial Year Monthly Net
. Delivered Output Estimates by written notice in accordance With Section 29 no later than
five (5) calendar days prior to the Operation Date.
6.3.2 ubs t M Net D Ii t ' ates. At the end of
month nine following the Operation Date, and at the end of cry third month thereafter,Project Developer shall provide to Avista Net Delivered Ou ut estimates pertaining to
each of the additional consecutive three months for which PI' ~ect Developer has not yet
- 8-
delivered to Avista Net Delivered Output estimates, so that oject Developer shall have
provided in advance on a rolling basis to Avista six months fNet Delivered Output
estimates. Project Developer shall provide such Net Deliv Output estimates to
Avista by written notice in accordance with Section 29, no I tor than 5:00 p.m, of the last
business day of the month during which they are required to provided.
6.3.3 tent of Net Deli ered Outo t Estimates
estimates shall be expressed in kilowatt-hours by month,
6.3.4 F 'Provi e et . If the Project
Developer fails to provide to Avista Net Delivered Output 'mates when required herein
pertaining to any month or months, Avista shall determine Net Delivered Output
estimates pertaining to such month or months, and the Net livered Output estimates
shall be binding for purposes of the Agreement as though th y were prepared by Project
Developer and provided to A vista as required by the A
6.3.5 Pro , R ", At the
end of month three following the Operation Date, and at the of evc:ry third month
thereafter, counting the month during which the Operation D e occurs as month one.
Project Developer may provide Avista with revisions to Net livered Output estimates
previously provided to A vista, except Project Developer ma not revise Net Delivered
Output estimates that pertain to the three consecutive mon that immediately follow the
month during which Project Developer provides Avista noti of the revisions. If Project
Developer elects to revise Net Delivered Output estimates p ~ously provided to A vista,
then Project Developer must provide to Avista the revised N Delivered Output
estimates by written notice in accordance with Section 29, n later than 5:00 p.m, of the
last business day of the month during which they are req to be provided,
6.3.6 A 'sta Ad' ent 0 N elivered Ou ut 'mate, If Avista is excused
from accepting the Project Developer s Net Delivered Outpu as specified in Section 9,
or if the Project Developer declares a Suspension of Energy eliveries as specified in
Section 9,3 and the Project Developer declared Suspension 0 Energy Deliveries is
accepted by Avista, the Net Delivered Output estimate as 'fled in Section 6,1 for
the specific month in which the reduction or suspension 1Dld Section 9,2 or 9.3 occurs
will be reduced in accordance with the following:
NDO=Cmrent Month's Net Delivered Outpu estimate
Sou = (a)
(b)
If Avista is excused ftom accepting th Project Developer s Net
Delivered Output as specified in Secti n 9,2 this value will be
equal to the percentage of curtailment specified by A vistamultiplied by the TGU as defined belo
, .
If the Project Developer declares a S ension of Net Delivered
Ouput as specified in Section 9,3 this aIue will be the generation
unit size rating of6.5 MW
- 9-
TOU-Generation unit size rating of 6,5 MW
RSH-Actual hours the Facility.s Net De1iv Output was either
reduced or suspended \DId. Sections .2 or 9.
TH-Actual total hours in the current mon
Adjusted
Net Delivered
Output
=NOO - (mY x NDO ) X ( MH )TOU
This Adjusted Net Delivered Output estimate will be used in appli Ie Smplus Energy
calculations for only the specific month in which Avista was ex from accepting the Net
Delivered Output or the Project Developer declared a Suspension of Energy
SECURITY
Ral8ineu Insurance.Prior to operating the Facility. ~ect Developer shall obtain
and maintain iD8UI'IDCC coverage of all of the following types with' 'ts as shown:
Minimum Covenure J jmits
Uability $1 millicm, pcroccum:DCC with currant
utility practicesfor similar property
Commercial general liability insurance for 'ly injury and property
damage with limits equal to $1 000,000 for each occummcc. billed single limiL The
deductible for such insurance sba11 be oonsisteot with current insurance utility practices
for a similar property.
1.2 The form of all insurance policies. and the ' ce companies issuing
the policies shall be acceptable to Avilta, provided however. any approval by Avista
sbaJl not be unreuonibly withheld, and must have an A,M, est rating of A- or better.
Project Developer shall provide copies of all insurance polici to A vista as proof of
insunnc:e. All insurance policies required to fulfill the ents of this Section 7.
shall include language requiring that any notice of cance11ati n or notice of change in
policy tams be sent to Avista by the inaurance carricr(s) at I sixty (60) days prior to
any change or termination of the policies.
- 10-
7.2 ElUZiaeerina Certifications. Project Developer shall tain and provide to A vista
Independent Bqinoa'ina Certifications u to the adequacy of the . ODS and Maintenance
Policy substantially in the fonn u shown in Exhibit B within sixty ( ) days after the Effective
Date. Failure to provide such documentation shall be deemed to be default under Section 16.
Avilta may require Project Developer to curtail, interrupt or uce delivery of Net
Delivered Output if, in accordance with Section 9.2, Avista detcrmi that curtailment,
intemJption or reduction is neceuary because of force majeure or to teet persons and property
from injury or cSamase, or because of emergencies, necessary s maintenance, system
modification or special operating circumat8nces. A vista sba1l use i reasonable efforts to keep
any period of curtailmeot, intcnuption, or reduction to a minimum. order not to interfere
unreuonably with Project Developer operations, A vista shall give ~ect Developer reasonable
prior notice of any curtailmmt, intc:rruption, or reduction, the reason for its oc::currcnce and its
probable duration.
OPERATION
Communications and Re00rtin2..A vista and the Proj Developer shall maintain
appropriate operatiDa COJDJmD1ications through Avista's Designated .spatch Facility in
accordance with ExIu'bit A of this Agreement
9.2 Excuse From Acceotance ofDelivmy of Power
9.2.1 A vista may interrupt, suspend or curtail deli\' , receipt or acceptance of
delivery of power if Aviata reasonably determines consistent with Prudent Utility
Practice that the failure to do so:
9.2.1.2 May cause, or contn'bute to, an .
of electric service to A vista's or another utility's
, or Avista's electric
em is interconnected;
9.2.1 May eodsmger any person or
system, or any electric system with which A vista'
ent significant disruption
9.2.1.3 May interfere with any constructio installation, inspection,
testin& repair, replacement, improvement, alteration, modification, operation, use
or mlintaJance ot or addition to, A vista's electric or other property of
A vista.
9.2.2 Avista sball promptly notify Project Devel of the reasons for any such
intaruption, suspcmion or curtailment provided for in Secti 9.1, above. Avista shall
use I'aIIIOD8ble efforts to limit the duration of any such disco ection, interruption,
suspension or cmtailment
11 -
9.3 on fEn liv . .
9.3.1 If the Project Developer's Facility expcrienc a forced outage due to
equipment failure which is not caused by an event of force ajeure or by neglect,
disrepair or lack of adequate preventative maintenance of th Project Developer's
Facility, Project Developer may, after giving notice as provi ed in Section 9.2 below
temporarily suspend all deliveries of Net Delivered Energy Avista from the Facility for
from individual generation unites) within the Facility impact by the forced outage for a
period of not less than 48 hours to correct the forced outage 'tion ("Declared
Suspension ofBnergy Deliveries ). The Project Developer's eclared Suspension of
Energy Deliveries will begin at the start of tile next full hour t1llowing the Project
Developer's telephone notification as specified in Section 9.3. and will continue for the
time as specified (not less than 48 hours) in the written noti cation provided by the
Proj ect Developer. In the month(s) in which the Declared S . on of Energy OCCUlTed,
the Net Delivered Energy Amount will be adjusted as specifi in Section 6.
9.3.2 If the Project Developer desires to initiate a clared Suspension of
Energy Deliveries as provided in Section 9.1, the Project eveloper shall notify the
Designated Dispatch Facility by telephone. The beginning hour of the Declared
Suspension of Energy Deliveries will be at the earliest th next full hour after
making telephone contact with A vista. The Project Devel per shall, within 24 hours
after the telephone contact, provide A vista a written notice i accordance with Section 29
that will contain the begjnning hour and duration of the lared Suspension of Energy
Deliveries and a description oftbe conditions that caused the Project Developer to
initiate a Declared Suspension of Energy Deliveries. A vi ta shall review the
documentation provided by the Project Developer to determi e A vista's acceptance of
the described forced outage as qualifying for a Declared Suspension of Energy
Deliveries as specified in Section 9.3.1. Avista's acceptan of the Project Developer's
forced outage as an acceptable forced outage will be based u n the clear docwnentation
provided by the Project Developer that the forced outage is ot due to an event of Force
Majeure or by neglect, disrepair or lack of adequate prevents ' ve maintenance of the
Project Developer's Facility.
cheduled M ntenance. On or before January 31 of ch calendar year, Project
Developer shall submit a written proposed maintenance schedule of . gnificant Facilitymaintenance for that calendar year and Avista and Project Develo shall mutually agree as to
the acceptability of the proposed schedule. The Parties determinatio as to the acceptability of
the Project Developer s timetable for scheduled maintenance shall e into consideration
Prodcnt Utility Practices, Avista system requirements and the Proj Developer pref"u
schedule. Neither Party shall unreasonably withhold acceptance of e proposed maintenance
schedule. The Parties shall cooperate in detennining mutua1ly ~le Facility down times ormaintenance shutdowns,
12 -
Project Developer shall furnish to A vista on request, copies of all d~~uments granting,
evidencing or otherwise related to such permits, licenses, aUthOriza
tns and
rights.
Project Develooer's Risk.Project Developer shall operate, use and maintain
the Facility at its own risk and c:xpcnsc in compliance with all appli Ie laws, ordinances, rules,
regulations, orders and other requirements, now or hereafter in effi , of any governmentalauthority,
Avista Rimt to Inspect. Project Developer shall t Avista to inspect the
Facility or the operation, use or maintenance of the Facility. Project Developer shall provide
A vista reasonable advance notice of any such test or inspection by at the direction of Project~cloper.
co wi
Project Developer shall own, operate and maintain the Facility and
IntcrcoIUlcction Facilities so as to allow reliable generation and deli
A vista for the full tenn of the Agreement, in accordance with Prudent
10. METERING
10.1 A power meter CUITCIldy located at the Point of Delivirv at Project Developer's
expense will register the Net Delivered Output generated and delivJ;d to Avista on an hourly
~~
10.2 The power meter will record power, which flows fto the Facility to Avista.
Avista and Project Developer both shall have the right to read and r ive readings from the
power meter. Avista shall read the meter at least once a month to ine the amount of Net
Delivered Output in each calendar month. Power deliveries in any onth shall be calculated
based on information from meter readings with the date adjustment e by prorating metered
amounts to the number of days in such month. Actual monthly Net elivered Output shall be
determined from the record developed. A vista shall own and main all meters used
determine the billing hcnunder and the mctcr(s) shall be located as 'tied in the
Interconnection Agreement. Such meter(s) shall be tested and i in accordance with
Avista's meter testing pro,gratn as filed with the Washington Utilities and Transportation
Commission and/or the Idaho Public Utilities Commission. Ifrequ cd by Project Developer,
Avista shaIl provide copies of applicable test and calibration records d calculations. Avista
shall permit a representative of Project Developer to be present at all times the meters are being
tested. Additionally, A vista shall test any or all of such meters as m y be reasonably be required
by Project Developer. Project Developer shall pay reasonable costs or such requested test
unless any of the meters is found to be inaccurate in which case Avis shall pay for such test,
10.3 Adjustments shall be made in meter readings and billi gs for errors in a meter
reading or billing discovered within twelve (12) months of the error. ,A vista shall notify ProjectDeveloper of any errors arising ftom meter calibration, reading or billing. A vista shall permit
- 13 -
represe
electric
11.
Deve1o
Outpu
Agreem
shall p
A vista
month
day of
refund
ntatives of Project Developer to inspect all of Avista s reco~lis relating to the del
al energy to and purchase of electrical energy by A vista her under.
PURCHASE PRICES AND METHOD OF PAYMENT
11.1 Net Delivered Ou ut Cost.
11.1.1 Avoided Cost Rates For Non-Fueled Proiecb Smaller Than Ten
awatts -Non-Levelized, For all Net Delivered Output r :ceived by A vista ti
hour that is not Surplus Energy Avista shall pay the applical Ie rate based upon
following On-Peak or Off-Peak Avoided Cost Rates For No Fueled Projects
Than Ten Megawatts -Non-Levelized:
On-Peak Off-Peak
Seasonally Sea~onally
Adjusted Adj sted
Period Rate ate
Oct-Dee 2006 58.41 53.41
Jan-Feb 2007 59,54.
Mar..June 2007 46,41.
July-Dee 2007 59.54.
Jan-Feb 2008 61.56.
Mar..June 2008 47,42.
July-Dee 2008 61.56,
Jan-Feb 2009 62.42 57,
Mar..June 2009 48.43.
July-Dee 2009 62.57.
Jan-Feb 2010 63.58,
Mar..June 2010 50.45.
July-Dee 2010 63.58.
Jan-Feb 2011 65.60.
Mar..June 2011 51.46,
July-Sept 2011 65,60,
11.urplus Ener8)'Cost. For all Surplus Energy, AvistJ shall pay to the
per the current month's Market Energy Cost per megawatt-Dur or the Net Del
t Cost specified in Section 11,, whichever is lower,
11.Pavments to Project Developer, For each month dur ing the term ofthi
ent, so long as there are energy deliveries made and/or payr.ents due hereund
repare a statement based upon Net Delivered Output and SUI1 Ius Energy deliv
, Payments by A vista for amounts billed shall be paid no late than the 1 5th day
following the prior calendar month billing period. If the Du4 Date falls on a n
either Party, then the payment shall be due on the next follo'i ing business day.
11.ayments to Avista. If Project Developer is obligated to make any pa
to A vista, A vista shall bill Project Developer for such payme~ts. Project Deve
- 14-
ivery of
or each
the
Smaller
Project
ivered
, Avista
ered to
of the
on-business
yment or
loper shall
pay A vista 011 or befixe tho I 5th day of tho month fullowiog tho pri 1 calendar month billing
period or ten (10) days after receipt of the bill, whichever is later.
11.5 Interest Any payments by A vista to Project Devel or by Project Developer
to A vista, if not paid in full within the limitations set forth in Scctio 11.3 and 11.4 above; shall
be late. In addition to the remedies for such an event of default p t to Section 16, the late-
paying Party shall be assessed a charge for late payment equal to th lesser of seven and one half
percent (7.5%) per annum, or the maximum rate allowed by the law of the State ofIdaho,multiplied by the overdue amount.
11.Set-Off.Project Developer agrees that Avista may S off any and all amounts
owed by Project Developer to A vista against any current or future p yments due Project
Developer under this Agreement.
11.Wire Transfer. All payments shall be made by by AJH or wire transfer in
accordance with further agreement of the Parties.
12.FORCE MAJEURE
12.Neither Party shall be liable to the other Party for, or considered to be in
breach of or default under this Agreement, on accowt of any delay ' perfonnance due to any of
the following events or any delay or failure to produce Net Deliv Output, or to, receive or
accept Net Delivered Output due to any of the following events:
12.1 Any cause or condition beyond such Party's r nable control which such
Party is unable to overcome by the exercise of reasonable dil gence (including but not
limited to: fire, flood, earthquake, volcanic activity, wind, ugbt and other acts of the
elements; court order and act of civil, military or govermnen authority; strike lockout
and other labor dispute; riot, insurrection, sabotage or war; b eakdOWD of or damage to
facilities or equipment; electrical disturbance originating in transmitted through such
Party's electric system or any electric system with which su Party's system is
interoonnocted; and, act or omission of any person or entity er than such Party, and
Party's contractors or suppliers of any tier or anyone acting 0 behalf of such Party); or
12.1.2 Any action taken by such Party which is, in th sole judgment of such
Party, neCessary or prudent to protect the operation, perfo cc, integrity, reliability or
stability of such party's electric system or any electric with which such party's
electric system is interconnected, whether such actions occur automatically or manually.
12.2 In the event of any force Majeure occurrence, the fun for performance thereby
delayed shall be extended by a period of time reasonably necessary t compensate for such
delay. A vista shall not be required to pay for Available Output whic ,as a result of any force
majeure event, is not delivered. Nothing contained in this Section I require any Party to
settle any strike, lockout or other labor dispute. In the event of a fofCe majeure occurrence which
will affect perfonnance under this Agreement, the nonperforming PartY shall provide the other
- 15-
Party written notice within fourteen (14) days after the occurrence the force majeure event.
Such notice shall include the particulars of the occurrence, assuranc that suspension of
perfonnance 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 perfonn.
12.3 Force majeure shall include an electrical disturbance
deliveries ftom occurring at the Point of Delivery.
13.INn EMNITY
t prevents any electric
13.Project Developer shall indemnify, defend and hold armless Avista, its directors,
officers, employees, agents, and representatives, against and from y and all losses, expenses,
liabilities, claims or actions (hereafter "Loss ), based upon or arisin out of bodily injuries
damages to persons, including without limitation death resulting th ftom, or p~ysical damages
to or losses of property caused by, arising out of or sustained in co ection with the construction,
operation or maintenance of the Facility. Avista shall indemnify, d end and hold harmless
Project Developer, its directors, officers, employees, agents, and rep tatives, against and
ftom any Loss, caused by, arising out of or sustained in connection .th the construction,
operation or maintenance of its electrical system. In the event that y such Loss is caused by
the negligence of both Project Developer and A vista, including their employees, agents,
suppliers and subcontractors, the Loss shall be borne by Project Dev loper and A vista in the
proportion that their respective negligence bears to the total negli co causing the Loss.
13.2 TO THE EXTENT PERMI'ITED BY APPLICABL LAW , PROJECT
DEVELOPER AND A VISTA EACH W ArvE ANY IMMUNITY ER EXISTING
WORKER'S COMPENSATION LAW APPLICABLE TO THE SDICTION WHERE THE
FACILITY IS TO BE LOCATED AS NECESSARY TO INDEMN AND HOLD
HARMLESS THE OTHER FROM SUCH LOSS, TO THE SET FORTH IN
SECTION 13.1, ABOVE.
13.3 PROJECT DEVELOPER AND A VISTA SPECIFIC LL Y WARRANT THAT
THE TERMS AND CONDmONS OF THE FOREGOING INDE PROVISIONS ARE
THE SUBJECT OF MUTUAL NEGOTIATION BY THE PARTIE , AND ARE
SPECIFICALLY AND EXPRESSLY AGREED TO IN CONSIDE TION OF THE
MUTUAL BENEFITS DERIVED UNDER THE TERMS OF THE GREEMENT.
13.Other than as expressly provided for in this Agrccm t, neither Party shall beliable under any provision of this Agreement for any losses, dama , costs or expenses for any
special, indirect, incidental, consequential, or punitive damages, incl ing but not limited to loss
of profit or revenue,loss of the use ofcquipment, cost of capital, co of temporary equipment or
services, whether based in whole or in part in contract, in tort, inclu negligence, strict
liability, or any other theory of liability; provided, however, that d ages for which a PartY may
be liable to the other Party under another agreement will not be co dered to be special, indirect,
incidental, or consequential damages herCW1der.
16 -
14.ASSIGNMENT
14.Project Developer shall not voluntarily assign its righ or delegate its duties
under this Agreement, or any part of such rights or duties without th written consent of A vista.
Such consent shall not unreasonably be withheld. Further, no assi ent by Project Developer
shall relieve or release it to the extent of any of its obligations h er. Subject to the
foregoing restrictions on assignments, this Agreement shall be fully inding upon, inure to the
benefit of and be enforceable by the Parties and their respective so rs, heirs and assigns.
14.Project Developer shall have the right, subject to the bligation to provide
security hereunder, without the other Party's consent, but with a thi (30) days prior written
notice to the other Party, to make collateral assignments of its rights der this Agreement to
satisfy the requirements of any development, construction, or other 1 ng term financing. A
collateral assignment shall not constitute a delegation of Project open' obligations under
this Agreement, and this Agreement shall not bind the collateral assi ee. Any collateral
assignee succeeding to any portion of the ownership interest ofProj Developer shall be
considered Project Developer's successor in interest and shall therea er be bound by this
Agreement.
15.NO UNSPECIFIED THIRD PARTY BENEFICIARIES
Except as specifically provided in this Agreement, there are 0 third party beneficiaries
of this Agreement. Nothing contained in this Agreement is intended to confer any right or
interest on anyone other than the Parties, and their respective so ors, heirs and assigns
pennitted under Section 14.
16.DEFAULT
16.In the event that either Party shall fail to perfonn the s and conditions set
forth in this Agreement (a breach of or default under this Agreement , including without
limitation the failure to provide Net Delivered Output, when availab e and deliverable to Avista,
at the times or in the amoWlts required by this Agreement, the folIo shall apply:
16.1 The non-defaulting Party shall give written n 'ce to the defaulting Party
of the breach of or default under this Agreement in accordan with this Agreement.
16.1.2 If, after 30 days following receipt of such noti ,the defaulting Party has
not talcen the steps necessary to cure the breach, the non-dct1 ting Party may, at its
option, tenninate this Agreement. Provided, however, that e ccpt for the failure to pay
sums which are due and payable, if the defaulting Party, wi such 30-day period,
commences and thereafter proceeds with all due diligence to such breach or default,
such 30-day period shall be extended up to ninety (90) days ~er written notice to the
defaulting Party, as may be necessary to cure the breach or dFult with all due diligence.
17 -
Whether or not the non-defaultiq Party elects to terminate 's ABfCCIIlent, it may, in
addition to other remedies provided for borein, pursue sum . es as are available at
law or in equity.
if:
16.Notwithstanding any claim of fora: majeure, Project
16.2.1 Project Developer has abandoned the Facili
16.2.2 There have been no energy deliveries to Avi
period oftwe1ve (12) consecutive months; or
vclopcr shall be in default
16.2.3 Net Delivered Output delivered to Avista fail to exceed 42,048
megawatt-hours during any rolling period of twenty-four (24 consecutive calendar
months; or
16.2.4 Facility ceases to be a Qualifying Facility.
16.2.5 With respect to Project Developer's dofauIt cr Section 16.1, or
Section 16.2, above, Avista shaD provide thirty (30) days tice oftmnination of the
Agrancnt, and Project Developer shan have the opportuni to cure its default only up
to and including the day of termination.
16.2.6 With respect to Project Developa's default Section 16.3 or
Section 16.4, above, A vista sba1l provide notice of . on of the Agreement and
Project Developer shall have the opportunity to cure the det1 as specified in
Section 16.
16.3 For purposes of this Agreement, a Party shall also be
16.3.1 Becomes insolvent (e.g., is unable to meet its bligations as they become
due or its liabilities exceed its assets); or
16.3.2 Makes a general assignment of substantially I of its assets for the benefit
of its croditors, files a petition for bankruptcy or I'COlp .i7.ati or seeks other relief under
any applicable insolvency laws; or
16.3.3 Has filed against it a petition for bankruptcy, . tion or other relief
under any applicable insolvency laws and such petition is no dismissed or stayed within
sixty (60) days after it is filed.
16.3.4 Is in default under any Tnmsmission Agrcem 1, provided that Avista
sba1l have the obligation to notify Project Developer of any t under any
rsumniaion Agreement, and provide Project Developer wi seventy-two (72) hours
fiom the receipt of notice of default to cure such default und any Transmission
Aareemenl
18 -
16.Any right or remedy afforded to either Party under an provision of this
Agrccmcnt on account of the bre8ch of or default undar this Agreem t by the other Party is in
addition to, IIDd not in lieu of. all other rights or remedies afforded such Party under any other
provisions oltbis Agreement, by law or otherwise on account of the or default.
17.ARBITRATION
Bach Party aball strive to resolve any and all differences duri the tenn of the
greement.If a diIpute cannot be resolved, each Party shall use tration before requesting a
helring before the IPUC. The arbitration shall be conducted p t to the Dispute Resolution
Procadurea, Attachment 5, to the Interconnection Agreement. The P . es agree that the IPUC
shall have continuingjuri8diction over this Asreement.
18.Rltl.KASE BY PROJECI' DEVELOPER
Project Dove1oper releases A vista tiom any and all claims, I
damages, costs md expenses to the extent rcsuIting from any:
, harm, liabilities,
18.1 Electric disturbance or t1uctuation that migrates,
A vista's electric system to the Facility;
y or indirectly, from
18.2 Interruption, suspeosion or curtailment of electric ' cc to the Facility or any
other pnmises owned, possesaed. controlled or served by Project eloper, which interruption,
suspcmion or curtai1meDt is caused or contributed to by the Facility r the interconnection of the
Facility with any electric system; or
18.3 DiIconnection, interruption, suspension or ourtailm
terms of this Agreement or the Intercxmnection Agreement.
18.4 Di8conncction, interruption, suspcosion or curtailm of transmission service by
a transmitting entity or any unforeseen cost or increase in costs to dect Developer imposed by
a tnmsmitting entity.
19.GO VKRNMENT AL A UTB 0 RITY
This Agreement is subject to the niles, regulations, orders an other requirements, now or
hereafter in effect, of all governmental authorities having jurisdictio over the Facility, this
Agreement, the Parties or either of them. All laws, ordinances, rules regulations, orders and
other raquiremen1B, now or hereafter in effect, of governmental auth 'ties that are required to be
incorporated in agreements of this duncter ~ by this rcfenmce in in this Agreement.
19 -
ZOo EOUAL OPPORTUNITY
Project Developer shall comply with all applicable equal
orders. rules and regulations.
rtunity laws, ordinances,
11.SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be oth the dutics, obligations
and liabilities of1bc Partics are inteDded to be several not joint or co ectivc. This Agreement
shall not be interpreted or construed to create an association, joint v ture or partnership between
the Parties or to impose any partncnhip obligations or liability upon either Party. Each Party
shall be iDdividually and sevcn11y liable for its own obliptiODS this Agreement. Further.
neither PIIty shall have any riabts, power or authority to enter into y agreement or undertaking
for or on behalf o~ to act as to be an agent or representative of. or to othcrwiso bind the other
Party.
22.IMPLEMENTATION
Each Party shall promptly take such action (including. but t limited to, the execution,
acknowledpment 8Dd delivery of documents) 18 may be reasonably requested by the other Party
for the implaneotation or continuing performance of this Agn:anen .
13.NON-WAIVER
The failure of either Party to insist upon or enforce strict mlancc by the other Party
of my provision of this Agreement or to excrciae any right under . Agreement shall not be
constnJed as a waiver or relinquishment to any extent of such Party' right to assert or rely upon
any such provision or right in that or any other instance; rather, the e shall be and remain in
full force and effect.
%4.AMENDMENT
No cbange, unendment or modification of any proviaion of s Agmment shall be valid
unless set forth in a written amendment to this Agreement signed by both Parties.
15.CHOICE OF LAWS
This Agreement shall be constnled and intc:rprdcd in
State ofIdaho.
ce with the laws of the
- 20-
26.
Both Parties shall comply with all applicable laws and rogul . ons of governmental
agencies having jurisdiction over the Project and the operations of e Parties.
7.7.VENUE
Any action at law or in equity to enforce the terms and con tions of this Agreement shall
be brought in Idaho.
28.l1li'. A n ING8
The section headings in this Agreement are for convenience nly and shal1 not be
considered part of or used in the interpretation of this Agreement.
7.9.NOTICES
All written notices required by this Power Purchase Agreem
delivered 88 follows:
to A vista:Vice President, Energy Rcso
A vista Corporation
O. Box 3727
Spokane, W A 99220
President and Chief Executive
Stimson Lumber
520 W. Yarnhill
Suite 700
PortJamd. OR 97204
to Project Developer:
and
Vice President and ChiefFo
Stimson Lumber
520 W. Yamhill
Suite 700
Portland. OR 97204
ccr
a1 om cer
Either Party may chanae its address specified above by Ii the other Party notice ofsuch cbmae in accordlllce with this Section. All notices. requests, orizations. directions orother communications by a Party shall be deemed delivered when m 'Ied as provided in this
- 21-
Section or penonally delivered to the other Party. Any verbal noti required hereby which
aft'octs the payments to be made hereunder shall be confirmed in ting (certified mail) IS
promptly as practicable after the verba) notice is given.
30.~YRIBITS
This Power Purcbuc Agreement includes the foJJowing exhi its which are attached and
incorporated by reference herein:
By:
Printed Name:
Title:
By:
Prin
Title:
/?iJS e,$ J.
.....
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Communications and Reporting
Form of Enginear's Certification of Operations and
Interconnection Agreement
Delcription of the Facility
IN WITNESS WHEREOF, the Parties hereto have caused s Agreement to be executed
by their duly authorized repreacntatives as of the first date herein ve set forth.
Stimaon Lumber Company
00447134,DOC
22-
Exhibit A
C-Bla81catloll ad ReoortlDll
(a) During nonnal business hours, all verbal communica . ons n:lating to interruptions
and outages:
A vista System Operator (509) 495-41 5
Alternate Phone Number: (S ) 495-4934
Project Developer Manager, Stimson Plwnmer S wmill
Cell phone: [phone]
Alternate Phone Number: Rc
Cell phone: [phone]
Manager, Stimson Plummer S wmill [phone]
Alternate Phone Number: R 'onal Oenaral Manager
[phone](b) Outside ofnonnal business hours (nights, weekends, holidays), all verbal
communications relating to intenuptions and outages shall take pi between the following
penonnel :
Project Developer
A vista System Operator (509) 495-41 5
Alternate Phone Number: (5 ) 495-4934
- 23-
Emlblt B
am a Professional Engineer
(NImI of
registered to practice in the State of Idaho. I have substantial cx.peri
construction and operation of electric power plants of the same type
(TIde or QF)
(plant),
sited at
(DeIcripIion of~ Site)
County, State of
2. I have reviewed and/or supervised the review of the oliey for Operation and
Maintenance (O&M Policy) for the plant and it is my professional 0 inion that, provided said
plant has been daiped and built to appIOpiiate standards, adhcren to said O&M Policy will
result in the plmt's producing lit or noII'the desip electrical output, cicncy, and plant factorfor years Oenath ofthc proposed Power Sales Con ), barring unforaceable
Force Majeure.3. I have no economic relationship to the Designer of
analysis of the Plms and Spccificationa independently.4. I have supplied the owner of the plant with at least 0 copy of said O&M Policy
bearing my Stamp IUld the words "CERTIFIED FOR IDAHO P.C SECURITY
ACCEPT ANCB" OD each sheet thereof.
s. I hereby CERTIFY that the above statements are
the best of my knowledge and I therefore set my band and seal bc1o
Signed and Scaled
DATE:
SIGNATURE:
24 -
Exhibit C
Interconnection A2reement
(Entered into October 11 , 2006)
Avista Contract No, A V-TRO6-0217
GENERA TOR
INTERCONNECTION AGREEMENT (GIA)
Between
VISTA CORPORATION
AND
STIMSON LUMBER COMPANY
ABLE OF CONTENTS
ARTICLE 1. SCOPE AND LIMITATIONS OF AGREEMENT
....,.....................,..,..,..,
ARTICLE 2. AUTHORIZATION AND RIGHT OF ACCESS........................................
ARTICLE 3. EFFECTIVE DATE, TERM, TERMINATION, AND
DISCONNECTION...............,.......................................................,.,.......,...,......... ,
ARTICLE 4. CONTACT INFORMATION,..,.....................,..........,."..,............,..........,..,
ARTICLE 5. COST RESPONSillJLITY FOR INTERCONNECTION
FACJLITIES
......,..,.,..".,..,.,...........,.....,.",.,.,.,.,.",....,.,.........................................
ARTICLE 6. ASSIGNMENT, LIABJLITY, INDEMNITY, FORCE MAJEURE
CONSEQUENTIAL DAMAGES , AND DEFAULT.............................................
ARTICLE 7. INSURANCE...............,.".,.,.,..,.,..,.....,..........,.......",.,.,.,.,..,.,..,.,...,..,...."..,.
ARTICLE 8. DISPUTES........................,.,....,..,...,...,.....................,......,.,.........................
ARTICLE 9. MISCELLANEOUS
.....................,......,...........,...........................................
ARTICLE 10. NOTICES.,................,.,.,..,.,.",."....,................,...,.....,.,.,.....,.,.,.,.........,......
ARTICLE 11, SIGNATURES
....,.,.............................,.........,....,.,...................,.,.,.,........,..
Attachment 1 - Glossary of Terms
Attachment 2 - Description of the Small Generating Facility, Interconnection
Facilities, and Metering Equipment
Attachment 3 - One-line Diagram Depicting the Small Generating Facility,
Interconnection Facilities and Metering Equipment
Attachment 4 - Additional Operating Requirements for the Interconnecting
Utility s Electric System and Affected Systems Needed to Support
the Interconnection Customer s Needs
Attachment 5 - Dispute Resolution Procedures
- 1 -
Page No.
This Interconnection Agreement ("Agreement") is made and entered into this
day of October 2006, by A vista Corporation ("Interconnecting Utility ), and Stimson Lumber
Company ("Interconnection Customer ) each hereinafter sometimes referred to individually as
Party" or both referred to collectively as the "Parties.
Interconnecting Utility Information
Interconnecting Utility: A vista Corporation
Attention: Manager, Transmission Services
Address: 1411 E. Mission Avenue
City: Spokane State: Washington Zip: 99202-1902
Phone: [phone] Fax: [phone]
Interconnection Customer Information
Interconnection Customer: Stimson Lumber Company
Attention: President/CEO
Address: 520 S,W, Yamhill; Suite 700
City: Portland State: Oregon Zip: 97204
Phone: [phone] Fax: [phone]
Stimson Lumber Company - Plummer Office
Attention: Mana~er
Address: 732 lOt St.
City: Plummer State: Idaho Zip: 83851
Phone: [phone]
Regional General Manager Phone: [phone]
Interconnection Customer Application No: Already an exiting Interconnection
In consideration of the mutual covenants set forth herein, the Parties agree as follows:
ARTICLE 1. SCOPE AND LIMITATIONS OF AGREEMENT
This Agreement governs the terms and conditions under which the
Interconnection Customer s Small Generating Facility will interconnect with, and operate in
parallel with, the Interconnecting Utility s Electric System.
1.2 This Agreement does not constitute an agreement to purchase or deliver the
Interconnection Customer s power. The purchase or delivery of power and other services that the
Interconnection Customer may require will be covered under separate agreements, if any. The
Interconnection Customer will be responsible for separately making all necessary arrangements
(including scheduling) for delivery of electricity with the applicable Interconnecting Utility.
1.3 Nothing in this Agreement is intended to affect any other agreement between the
Stimson Generator Interconnection Agreement (GIA)- 1 -
Interconnecting Utility and the Intereonnection Customer.
1.4 Responsibilities of the Parties
1.4.The Parties shall perform all obligations of this Agreement in accordance
with all Applicable Laws and Regulations , Operating Requirements, and Good Utility
Practice.
1.4,The Interconnection Customer shall construct, interconnect, operate and
maintain its Small Generating Facility and construct, operate, and maintain its
Interconnection Facilities in accordance with the applicable manufacturer s recommended
maintenance schedule, and in accordance with this Agreement, and with Prudent Utility
Practices.
1.4,The Interconnecting Utility shall construct, operate, arid maintain its
Electric System and Interconnection Facilities in accordance with this Agreement, and
with Prudent Utility Practices.
1.4.4 The Interconnection Customer agrees to operate its facilities or systems in
accordance with applicable specifications that meet or exceed those provided by the
National Electrical Safety Code, the American National Standards Institute, IEEE
Underwriter s Laboratory, and Operating Requirements in effect at the time of
construction and other applicable national and state codes and standards. The
Interconnection Customer agrees to maintain and operate its Small Generating Facility so
as to reasonably minimize the likelihood of a disturbance adversely affecting or impairing
the system or equipment of the Interconnecting Utility and any Affected Systems.
1.4,Each Party shall operate, maintain, repair, and inspect, and shall be fully
responsible for the facilities that it now or subsequently may own unless otherwise
specified in the Attachments to this Agreement. Each Party shall be responsible for the
safe installation, maintenance, repair and condition of their respective lines and
appurtenances on their respective sides of the point of change of ownership, The
Interconnecting Utility and the Interconnection Customer, as appropriate, shall provide
Interconnection Facilities that adequately protect the Interconnecting Utility s Electric
System, personnel, and other persons from damage and injury. The allocation of
responsibility for the design, installation, operation, maintenance and ownership of
Interconnection Facilities shall be delineated in the Attachments to this Agreement.
1.4.The Interconnecting Utility shall coordinate with all Affected Systems to
support the interconnection.
Parallel Operation Obligations. The Interconnection Customer shall abide by all
rules and procedures pertaining to the parallel operation of the Small Generating Facility in the
applicable control area, including, but not limited to; 1) the rules and procedures concerning the
operation of generation set by the applicable system operator(s) for the Interconnecting Utility
Stimson Generator Interconnection Agreement (OlA)- 2 -
Electric System and; 2) the Operating Requirements set forth in Attachment 4 of this Agreement.
Metering . The Interconnection Customer shall be responsible for the
Interconnecting Utility s reasonable and necessary cost for the operation, maintenance, testing,
repair, and replacement of metering and data acquisition equipment specified in Attachments 2
and 3 of this Agreement. The Interconnection Customer s metering (and data acquisition, as
required) equipment shall conform to applicable industry rules and Operating Requirements.
1.7 Reactive Power.The Interconnection Customer shall design its Small Generating
Facility to maintain a composite power delivery at continuous rated power output at the Point of
Interconnection at a power factor within the range of 0,95 leading to 0,95 lagging, unless the
Interconnecting Utility has established different requirements that apply to all similarly situated
generators in the control area on a comparable basis.
1.8 Capitalized terms used herein shall have the meanings specified in the Glossary of
Terms in Attachment 1 or the body of this Agreement.
ARTICLE 2. AUTHORIZATION, AND RIGHT OF ACCESS
Authorization Required For to Parallel Operation
The Interconnecting Utility shall use Reasonable Efforts to list applicable
parallel operation requirements in Attachment 4 of this Agreement. Additionally, the
Interconnecting Utility shall notify the Interconnection Customer of any changes to these
requirements as soon as they are known. The Interconnecting Utility shall make
Reasonable Efforts to cooperate with the Interconnection Customer in meeting
requirements necessary for the Interconnection Customer to commence parallel
operations.
The Interconnection Customer shall not operate its Small Generating
Facility in parallel with the Interconnecting Utility s Electric System without first
complying with section 2.3 of Attachment 4,
Right of Access
Upon reasonable notice, the Interconnecting Utility may send a qualified
person to the premises of the Interconnection Customer to inspect the interconnection
and observe the operation of the Small Generating Facility,
Following the inspection process described above, at reasonable hours
and upon reasonable notice, or at any time without notice in the event of an emergency or
hazardous condition , the Interconnecting Utility shall have access to the Interconnection
Customer s premises for any reasonable purpose in connection with the performance of
the obligations imposed on it by this Agreement or if necessary to meet its legal
Stimson Generator Interconnection Agreement (OIA)- 3 -
obligation to provide service to its customers.
2.3 Each Party shall be responsible for its own costs associated with following
this article.
ARTICLE 3. EFFECTIVE DATE, TERM, TERMINATION, DISCONNECTION
Effective Date, This Agreement shall become effective upon execution by the
Parties subject to acceptance by any regulatory body of competent jurisdiction (if applicable).
The Interconnecting Utility shall promptly file this Agreement with any regulatory body of
competent jurisdiction upon execution, if required.
Term of Agreement.This Agreement shall become effective on the Effective
Date and shall remain in effect for a period of five years from the Effective Date unless
terminated in accordance with Article 3.3 of this Agreement. This Agreement shall remain in
effect beyond the initial five year period unless affirmatively terminated in writing upon a 30
days notice by either Party to the other Party.
3.3 Termination, No termination shall become effective until the Parties have
complied with all Applicable Laws and Regulations applicable to such termination, including the
filing with any regulatory body of competent jurisdiction of a notice of termination of this
Agreement (if required), which notice has been accepted for filing by the regulatory body of
competent jurisdiction,
The Interconnection Customer may terminate this Agreement at any time
by giving the Interconnecting Utility 30 day s written notice.
3.2 Either Party may terminate this Agreement after Default pursuant to
Article 6,
Upon termination of this Agreement, the Small Generating Facility will be
disconnected from the Interconnecting Utility s Electric System. All costs required to
effectuate such disconnection shall be borne by the terminating Party, unless such
termination resulted from the non-terminating Party s Default of this GIA or such non-
terminating Party otherwise is responsible for these costs under this GIA.
3.4 The termination of this Agreement shall not relieve either Party of its
liabilities and obligations, owed or continuing at the time of the termination
The provisions of this article shall survive termination or expiration of this
Agreement.
3.4 Temporary Disconnection, Temporary disconnection shall continue only for so
long as reasonably necessary under Prudent Utility Practices,
Stimson Generator Interconnection Agreement (GIA)- 4-
3.4.Emergency Conditions
-- "
Emergency Condition" shall mean a condition
or situation: (1) that in the judgment of the Party making the claim is imminently likely
to endanger life or property; or (2) that, in the case of the Interconnecting Utility, is
imminently likely (as determined in a non-discriminatory manner) to cause a material
adverse effect on the security of, or damage to the Electric System, the Interconnecting
Utility s Interconnection Facilities or the Electric Systems of others to which the
Interconnecting Utility s Electric System is directly connected; or (3) that, in the case of
the Interconnection Customer, is imminently likely (as determined in a non-
discriminatory manner) to cause a material adverse effect on the security of, or damage
, the Small Generating Facility or the Interconnection Customer s Interconnection
Facilities. Under Emergency Conditions, the Interconnecting Utility may immediately
suspend interconnection service and temporarily disconnect the Small Generating
Facility. The Interconnecting Utility shall notify the Interconnection Customer promptly
when it becomes aware of an Emergency Condition that may reasonably be expected to
affect the Interconnection Customer s operation of the Small Generating Facility. The
Interconnection Customer shall notify the Interconnecting Utility promptly when it
becomes aware of an Emergency Condition that may reasonably be expected to affect the
Interconnecting Utility s Electric System or any Affected Systems, To the extent
information is known, the notification shall describe the Emergency Condition, the extent
of the damage or deficiency, the expected effect on the operation of both Parties ' facilities
and operations, its anticipated duration, and the necessary corrective action,
3.4.Routine Maintenance, Construction. and Repair, The Interconnecting
Utility may interrupt interconnection service or curtail the output of the Small Generating
Facility and temporarily disconnect the Small Generating Facility from the
Interconnecting Utility s Electric System when necessary for routine maintenance
construction , and repairs on the Interconnecting Utility s Electric System, The Parties
shall cooperate in determining mutually acceptable Small Generating Facility down times
or maintenance shutdowns The Interconnecting Utility shall use Reasonable Efforts to
coordinate such reduction or temporary disconnection with the Interconnection Customer.
3.4.Forced Outages, During any forced outage, the Interconnecting Utility
may suspend interconnection service to effect immediate repairs on the Interconnecting
Utility s Electric System. The Interconnecting Utility shall use Reasonable Efforts to
provide the Interconnection Customer with prior notice, If prior notice is not given, the
Interconnecting Utility shall, upon request, provide the Interconnection Customer written
documentation after the fact explaining the circumstances of the disconnection.
3.4.4 Adverse Operating Effects . The Interconnecting Utility shall notify the
Interconnection Customer as soon as practicable if, based on Prudent Utility Practices
operation of the Small Generating Facility may cause disruption or deterioration of
service to other customers served from the same electric system, or if operating the Small
Generating Facility could cause damage to the Interconnecting Utility s Electric System
or Affected Systems. Supporting documentation used to reach the decision to disconnect
Stimson Generator Interconnection Agreement (GIA)- 5 -
shall be provided to the Interconnection Customer upon request. If, after notice , the
Interconnection Customer fails to remedy the adverse operating effect within a
reasonable time, the Interconnecting Utility may disconnect the Small Generating
Facility, The Interconnecting Utility shall provide the Interconnection Customer with
five Business Day notice of such disconnection, unless the provisions of article 3.4.
apply.
3.4.Modification of the Small Generating Facility. The Interconnection
Customer must receive written authorization from the Interconnecting Utility before
making any change to the Small Generating Facility that may have a material impact on
the safety or reliability of the Electric System. Such authorization shall not be
unreasonably withheld. Modifications shall be done in accordance with Prudent Utility
Practices. If the Interconnection Customer makes such modification without the
Interconnecting Utility s prior written authorization, the latter shall have the right to
temporarily disconnect the Small Generating Facility,
3.4.Reconnection. The Parties shall cooperate with each other to restore the
Small Generating Facility, Interconnection Facilities, and the Interconnecting Utility
Electric System to their normal operating state as soon as reasonably practicable
following a temporary disconnection.
ARTICLE 4. CONTACT INFORMATION
Contact Information. Any contact or communications between Interconnecting
Utility and Interconnection Customer required for operation of the Small Generating Facility
shall take place in accordance with Attachment 6.
ARTICLE 5. COST RESPONSIBILITY FOR INTERCONNECTION FACILITIES
Interconnection Facilities. The Interconnection Customer shall be responsible for
its share of all reasonable expenses associated with (1) owning, operating, maintaining, repairing,
and replacing its own Interconnection Facilities, and (2) operating, maintaining, repairing, and
replacing the Interconnecting Utility s Interconnection Facilities.
ARTICLE 6. ASSIGNMENT, LIABILITY, INDEMNITY, FORCE MAJEURE,
CONSEQUENTIAL DAMA GES, AND DEF A UL T
Assignment.This Agreement may be assigned by either Party upon 15 Business
Days prior written notice and opportunity to object by the other Party; provided that:
Either Party may assign this Agreement without the consent of the other
Party to any affiliate of the assigning Party with an equal or greater credit rating and with
the legal authority and operational ability to satisfy the obligations of the assigning Party
Stimson Generator Interconnection Agreement (GIA)- 6-
under this Agreement, provided that the Interconnection Customer promptly notifies the
Interconnecting Utility of any such assignment;
The Interconnection Customer shall have the right to assign this
Agreement, without the consent of the Interconnecting Utility, for collateral security
purposes to aid in providing financing for the Small Generating Facility, provided that the
Interconnection Customer will promptly notify the Interconnecting Utility of any such
assignment.
Any attempted assignment that violates this article is void and ineffective.
Assignment shall not relieve a Party of its obligations, nor shall a Party s obligations be
enlarged, in whole or in part, by reason thereof. An assignee is responsible for meeting
the same financial, credit, and insurance obligations as the Interconnection Customer.
Where required, consent to assignment will not be unreasonably withheld, conditioned or
delayed.
Limitation of Liability
6.2.Each Party s liability to the other Party for any loss, cost, claim, injury,
liability, or expense, including reasonable attorney s fees, relating to or arising from any
act or omission in its performance of this Agreement, shall be limited to the amount of
direct damage actually incurred. In no event shall either Party be liable to the other Party
for any indirect, special, consequential, or punitive damages, except as authorized by this
Agreement.
6.2,Limitation of Liability for WIS Parties, If both Interconnecting Utility and
Interconnection Customer are parties to the WIS Agreement, then the WIS Agreement
shall control their liabilities with respect to damages to the Small Generation Facility, the
Interconnection Facilities, or Interconnecting Utility s Electric System,
Indemnity
This provision protects each Party from liability incurred to third parties as
a result of carrying out the provisions of this Agreement. Liability under this provision is
exempt from the general limitations on liability found in article 6,
Interconnection Customer shall indemnify, defend and hold harmless
Interconnecting Utility, its directors , officers, employees, agents , and representatives
against and from any and all losses, expenses , liabilities, claims or actions (hereafter
Loss ), based upon or arising out of bodily injuries or damages to persons, including
without limitation death resulting therefrom, or physical damages to or losses of property
caused by, arising out of or sustained in connection with the construction, operation or
maintenance of the Small Generating Facility. Interconnecting Utility shall indemnify,
defend and hold harmless Interconnection Customer, its directors , officers , employees
agents, and representatives , against and from any Loss, caused by, arising out of or
Stimson Generator Interconnection Agreement (GIA)- 7 -
sustained in connection with the construction, operation or maintenance of its electrical
system. In the event that any such Loss is caused by the negligence of both
Interconnection Customer and Interconnecting Utility, including their employees, agents,
suppliers and subcontractors, the Loss shall be borne by Interconnection Customer and
Interconnecting Utility in the proportion that their respective negligence bears to the total
negligence causing the Loss.
3 TO THE EXTENT PERMITTED BY APPLICABLE LAW
INTERCONNECTION CUSTOMER AND INTERCONNECTING UTll..ITY EACH
WAIVE ANY IMMUNITY UNDER EXISTING WORKER'S COMPENSATION LAW
APPLICABLE TO THE JURISDICTION WHERE THE FACILITY IS TO BE
LOCATED AS NECESSARY TO INDEMNIFY AND HOLD HARMLESS THE
OTHER FROM SUCH LOSS , TO THE EXTENT SET FORTH IN SECTION 13.
ABOVE.
3.4 INTERCONNECTION CUSTOMER AND UTILITY SPECIFICALLY
WARRANT THAT THE TERMS AND CONDITIONS OF THE FOREGOING
INDEMNITY PROVISIONS ARE THE SUBJECT OF MUTUAL NEGOTIATION BY
THE PARTIES , AND ARE SPECIFICALLY AND EXPRESSLY AGREED TO IN
CONSIDERATION OF THE MUTUAL BENEFITS DERIVED UNDER THE TERMS
OF THE AGREEMENT.
6.3.5. If an indemnified person is entitled to indemnification under this article as
a result of a claim by a third party, and the indemnifying Party fails, after notice and
reasonable opportunity to proceed under this article, to assume the defense of such claim
such indemnified person may at the expense of the indemnifying Party contest, settle or
consent to the entry of any judgment with respect to, or pay in full, such claim.
6.3.6 If an indemnifying party is obligated to indemnify and hold any
indemnified person harmless under this article, the amount owing to the indemnified
person shall be the amount of such indemnified person s actual loss, net of any insurance
or other recovery,
Promptly after receipt by an indemnified person of any claim or notice of
the commencement of any action or administrative or legal proceeding or investigation as
to which the indemnity provided for in this article may apply, the indemnified person
shall notify the indemnifying party of such fact. Any failure of or delay in such
notification shall not affect a Party s indemnification obligation unless such failure or
delay is materially prejudicial to the indemnifying party.
6.4 Consequential Damages, Other than as expressly provided for in this Agreement
neither Party shall be liable under any provision of this Agreement for any losses, damages, costs
or expenses for any special, indirect, incidental, consequential , or punitive damages , including
but not limited to loss of profit or revenue, loss of the use of equipment, cost of capital , cost of
temporary equipment or services , whether based in whole or in part in contract, in tort, including
Stimson Generator Interconnection Agreement (GIA)- 8 -
negligence, strict liability, or any other theory of liability; provided, however, that damages for
which a Party may be liable to the other Party under another agreement will not be considered to
be special , indirect, incidental, or consequential damages hereunder.
Force Maieure
As used in this article , a Force Majeure Event shall mean
1.1 Any cause or condition beyond such Party s reasonable control
which 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
sabotage or war; breakdown of or damage to facilities or equipment; electrical
disturbance originating in or transmitted through such Party s electric system or
any electric system with which such Party s system is interconnected; and, 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.
2 If a Force Majeure Event prevents a Party from fulfilling any obligations
under this Agreement, the Party affected by the Force Majeure Event (Affected Party)
shall promptly notify the other Party, either in writing or via the telephone, of the
existence of the Force Majeure Event. The notification must specify in reasonable detail
the circumstances of the Force Majeure Event, its expected duration, and the steps that
the Affected Party is taking to mitigate the effects of the event on its performance, The
Affected Party shall keep the other Party informed on a continuing basis of developments
relating to the Force Majeure Event until the event ends, The Affected Party will be
entitled to suspend or modify its performance of obligations under this Agreement (other
than the obligation to make payments) only to the extent that the effect of the Force
Majeure Event cannot be mitigated by the use of Reasonable Efforts. The Affected Party
will use Reasonable Efforts to resume its performance as soon as possible,
Default
1 No Default shall exist where such failure to discharge an obligation (other
than the payment of money) is the result of a Force Majeure Event as defined in this
Agreement or the result of an act or omission of the other Party. Upon a Default, the
non-defaulting Party shall give written notice of such Default to the defaulting Party.
Except as provided in article 7., the defaulting Party shall have 30 calendar days from
Stimson Generator Interconnection Agreement (GIA)- 9-
receipt of the Default notice within which to cure such Default; provided however, if
such Default is not capable of cure within 30 calendar days, the defaulting Party shall
commence such cure within 30 calendar days after notice and continuously and diligently
complete such cure within 90 calendar days from receipt of the Default notice; and, if
cured within such time, the Default specified in such notice shall cease to exist.
2 If a Default is not cured as provided in this article, or if a Default is not
capable of being cured within the period provided for herein, the non-defaulting Party
shall have the right to terminate this Agreement by written notice at any time until cure
occurs, and be relieved of any further obligation hereunder and, whether or not that Party
terminates this Agreement, to recover from the defaulting Party all amounts due
hereunder, plus all other damages and remedies to which it is entitled at law or in equity.
The provisions of this article will survive termination of this Agreement.
ARTICLE 7. INSURANCE
The Interconnection Customer shall , at its own expense, maintain in force general
liability insurance without any exclusion for liabilities related to the interconnection undertaken
pursuant to this Agreement. The amount of such insurance shall be sufficient to insure against
all reasonably foreseeable direct liabilities given the size and nature of the generating equipment
being interconnected, the interconnection itself, and the characteristics of the system to which the
interconnection is made, provided that at a minimum Interconnection Customer shall obtain
commercial general liability insurance for bodily injury and property damage with limits equal to
000 000 for each occurrence, combined single limit. The deductible for such insurance shall
be consistent with current insurance utility practices for a similar property. The Interconnection
Customer shall obtain additional insurance only if necessary as a function of owning and
operating a generating facility, Such insurance shall be obtained from an insurance provider
authorized to do business in the State where the interconnection is located. Certification that
such insurance is in effect shall be provided upon request of the Interconnecting Utility, except
that the Interconnection Customer shall show proof of insurance to the Interconnecting Utility no
later than ten Business Days prior to the anticipated commercial operation date, An
Interconnection Customer of sufficient credit-worthiness may propose to self-insure for such
liabilities , and such a proposal shall not be unreasonably rejected,
The Interconnecting Utility agrees to maintain general liability insurance or self-
insurance consistent with the Interconnecting Utility s commercial practice. Such insurance or
self-insurance shall not exclude coverage for the Interconnecting Utility s liabilities undertaken
pursuant to this Agreement.
The Parties further agree to notify each other whenever an accident or incident
occurs resulting in any injuries or damages that are included within the scope of coverage of such
insurance, whether or not such coverage is sought.
Stimson Generator Interconnection Agreement (GIA)- 10 -
ARTICLE 8. DISPUTES
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 Attachment 5.
ARTICLE 9. MISCELLANEOUS
Governing Law, Regulatory Authority, and Rules, The validity, interpretation
and enforcement of this Agreement and each of its provisions shall be governed by the laws of
the state of Idaho (where the Point of Interconnection is located), without regard to its conflicts
of law principles. This Agreement is subject to all Applicable Laws and Regulations. Each
Party expressly reserves the right to seek changes in, appeal, or otherwise contest any laws
orders, or regulations of a Governmental Authority.
Amendment.The Parties may amend this Agreement by a written instrument
duly executed by both Parties,
9.3 No Third-Party Beneficiaries. This Agreement is not intended to and does not
create rights , remedies, or benefits of any character whatsoever in favor of any persons
corporations, associations, or entities other than the Parties, and the obligations herein assumed
are solely for the use and benefit of the Parties, their successors in interest and where permitted
their assigns.
9.4 Waiver.
9.4,The failure of a Party to this Agreement to insist, on any occasion, upon
strict performance of any provision of this Agreement will not be considered a waiver of
any obligation, right, or duty of, or imposed upon, such Party.
Any waiver at any time by either Party of its rights with respect to this
Agreement shall not be deemed a continuing waiver or a waiver with respect to any other
failure to comply with any other obligation, right, duty of this Agreement. Termination
or default of this Agreement for any reason by Interconnection Customer shall not
constitute a waiver of the Interconnection Customer s legal rights to obtain an
interconnection from the Interconnecting Utility. Any waiver of this Agreement shall, if
requested, be provided in writing.
Entire Agreement.This Agreement, including all Attachments, constitutes the
entire agreement between the Parties with reference to the subject matter hereof, and supersedes
all prior and contemporaneous understandings or agreements, oral or written, between the Parties
with respect to the subject matter of this Agreement. There are no other agreements
representations, warranties , or covenants which constitute any part of the consideration for, or
Stimson Generator Interconnection Agreement (GIA)- 11 -
any condition to, either Party s compliance with its obligations under this Agreement.
Multiple Counterparts. This Agreement may be executed in two or more
counterparts, each of which is deemed an original but all constitute one and the same instrument.
No Partnership, This Agreement shall not be interpreted or construed to create an
association, joint venture, agency relationship, or partnership between the Parties or to impose
any partnership obligation or partnership liability upon either Party. Neither Party shall have any
right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to
act as or be an agent or representative of, or to otherwise bind, the other Party.
Severability, If any provision or portion of this Agreement shall for any reason be
held or adjudged to be invalid or illegal or unenforceable by any court of competent jurisdiction
or other Governmental Authority, (1) such portion or provision shall be deemed separate and
independent, (2) the Parties shall negotiate in good faith to restore insofar as practicable the
benefits to each Party that were affected by such ruling, and (3) the remainder of this Agreement
shall remain in full force and effect.
Security Arrangements. Infrastructure security of electric system equipment and
operations and control hardware and software is essential to ensure day-to-day reliability and
operational security. FERC expects all Interconnecting Utility , market participants, and
Interconnection Customers interconnected to electric systems to comply with the
recommendations offered by the President's Critical Infrastructure Protection Board and
eventually, best practice recommendations from the electric reliability authority, All public
utilities are expected to meet basic standards for system infrastructure and operational security,
including physical, operational, and cyber-security practices,
10 Environmental Releases. Each Party shall notify the other Party, first orally and
then in writing, of the release of any hazardous substances, any asbestos or lead abatement
activities , or any type of remediation activities related to the Small Generating Facility or the
Interconnection Facilities, each of which may reasonably be expected to affect the other Party.
The notifying Party shall (1) provide the notice as soon as practicable, provided such Party
makes a good faith effort to provide the notice no later than 24 hours after such Party becomes
aware of the occurrence, and (2) promptly furnish to the other Party copies of any publicly
available reports filed with any governmental authorities addressing such events.
11 Subcontractors. Nothing in this Agreement shall prevent a Party from utilizing
the services of any subcontractor as it deems appropriate to perform its obligations under this
Agreement; provided, however, that each Party shall require its subcontractors to comply with all
applicable terms and conditions of this Agreement in providing such services and each Party
shall remain primarily liable to the other Party for the performance of such subcontractor.
11.1 The creation of any subcontract relationship shall not relieve the hiring
Party of any of its obligations under this Agreement. The hiring Party shall be fully
responsible to the other Party for the acts or omissions of any subcontractor the hiring
Stimson Generator Interconnection Agreement (GIA)- 12-
Party hires as if no subcontract had been made; provided, however, that in no event shall
the Interconnecting Utility be liable for the actions or inactions of the Interconnection
Customer or its subcontractors with respect to obligations of the Interconnection
Customer under this Agreement. Any applicable obligation imposed by this Agreement
upon the hiring Party shall be equally binding upon, and shall be construed as having
application to, any subcontractor of such Party,
11.2 The obligations under this article will not be limited in any way by any
limitation of subcontractor s insurance.
ARTICLE 10. NOTICES
10.General. Unless otherwise provided in this Agreement, any written notice
demand, or request required or authorized in connection with this Agreement ("Notice ) shall be
deemed properly given if delivered in person, delivered by recognized national currier service, or
sent by first class mail , postage prepaid, to the person specified below:
If to the Interconnection Customer:
Interconnection Customer: Stimson Lumber Company
Attention: President/CEO
Address: 520 S,W. Yamhill; Suite 700
City: Portland State: Oregon Zip: 97204
Phone: [phone] Fax: [phone]
If to the Interconnecting Utility:
Interconnecting Utility: A vista Corporation
Attention: Manager, Transmission Services
Address: 1411 E, Mission Avenue
City: Spokane State: Washington Zip: 99202-1902
Phone: [phone] Fax: [phone]
10.
below:
Billing and Payment.Billings and payments shall be sent to the addresses set out
Interconnection Customer: Stimson Lumber Company
Attention: Mana~er
Address: 732 lOt St.
City: Plummer State: Idaho Zip: 83851
Interconnecting Utility: A vista Corporation
Attention: Manager, Transmission Services
Address: 1411 E. Mission Avenue
Stimson Generator Interconnection Agreement (GIA)- 13 -
City: Spokane State: Washington Zip: 99202-1902
10.Alternative Forms of Notice,Any notice or request required or permitted to be
given by either Party to the other and not required by this Agreement to be given in writing may
be so given by telephone , facsimile or e-mail to the telephone numbers and e-mail addresses set
out below:
If to the Interconnection Customer:
Interconnection Customer: Stimson Lumber Company
Attention: Mana~er
Address: 732 lOt St.
City: Plummer State: Idaho Zip: 83851
Phone: [phone]
Regional General Manager Phone: [phone]
If to the Interconnecting Utility:
Interconnecting Utility: A vista Corporation
Attention: Manager, Transmission Services
Address: 1411 E. Mission Avenue
City: Spokane State: Washington Zip: 99202-1902
Phone: [phone] Fax: [phone]
10.4 Designated Operating Representative, The Parties may also designate operating
representatives to conduct the communications which may be necessary or convenient for the
administration of this Agreement. This person will also serve as the point of contact with respect
to operations and maintenance of the Party s facilities.
Interconnection Customer s Operating Representative:
Interconnection Customer: Stimson Lumber Company
Attention: Mana~er
Address: 732 lOt St.
City: Plummer State: Idaho Zip: 83S51
Phone: [phone]
Regional General Manager Phone: [phone]
Interconnecting Utility s Operating Representative:
Interconnecting Utility: A vista Corporation
Attention: System Operator, Transmission Operations
Address: 1411 E, Mission Avenue
City: Spokane State: Washington Zip: 99202-1902
Phone: [phone] Fax: [phone]
Stimson Generator Interconnection Agreement (GIA)- 14-
10.Changes to the Notice Information.Either Party may change this information by
giving five Business Days written notice prior to the effective date of the change.
ARTICLE 11. SIGNATURES
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective duly authorized representatives,
For the Interconnecting Utility
Name:Jeff Schlect
Signature:
~~~~
Title:Manager, Transmission Services
Date:De-
~(.)
5e K:...1..000
For the Interconnection Customer
Name:
Signature:
William E'
lesJini
VV'
~~
Title:
Date:
Vice President
Stimson Generator Interconnection Agreement (GIA)- 15 -
Attachment 1
Glossary of Terms
Affected System - An electric system other than the Interconnecting Utility s Electric System
that may be affected by the proposed interconnection.
Applicable Laws and Regulations - All duly promulgated applicable federal, state and local
laws, regulations, rules, ordinances, codes, decrees, judgments, directives , or judicial or
administrative orders , permits and other duly authorized actions of any Governmental Authority,
Business Day - Monday through Friday, excluding Federal Holidays,
Default - The failure of a breaching Party to cure its breach under the Small Generator
Interconnection Agreement.
Distribution System - The Interconnecting Utility s facilities and equipment used to transmit
electricity to ultimate usage points such as homes and industries directly fromnearby generators
or from interchanges with higher voltage transmission networks which transport bulk power over
longer distances. The voltage levels at which Distribution Systems operate differ among areas.
Electric System - The facilities owned, controlled or operated by the Interconnecting Utility.
Good Utility Practice - Any of 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
Utility Practice is not intended to be limited to the optimum practice, method, or act to the
exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted
in the region.
Governmental Authority - Any federal, state, local or other governmental regulatory or
administrative agency, court, commission, department, board, or other governmental subdivision
legislature, rulemaking board, tribunal, or other governmental authority having jurisdiction over
the Parties, their respective facilities, or the respective services they provide , and exercising or
entitled to exercise any administrative, executive, police, or taxing authority or power; provided
however, that such term does not include the Interconnection Customer, the Interconnection
Provider, or any Affiliate thereof.
Interconnecting Utility - The public utility (or its designated agent) that owns, controls, or
operates transmission or distribution facilities used for the transmission of electricity in interstate
commerce,
Interconnection Customer - Any entity that proposes to interconnect its Small Generating
Facility with the Interconnecting Utility s Electric System.
Glossary of Terms - 1 -
Interconnection Facilities - The Interconnecting Utility s Interconnection Facilities and the
Interconnection Customer s Interconnection Facilities. Collectively, Interconnection Facilities
include all facilities and equipment between the Small Generating Facility and the Point of
Interconnection, including any modification, additions or upgrades that are necessary to
physically and electrically interconnect the Small Generating Facility to the Interconnecting
Utility s Electric System,
Interconnection Request - The Interconnection Customer s request to interconnect a new Small
Generating Facility, or to increase the capacity of, or make a Material Modification to the
operating characteristics of, an existing Small Generating Facility that is interconnected with the
Interconnecting Utility s Electric System.
Material Modification - A modification that has a material impact on the cost or timing of any
Interconnection Request with a later queue priority date.
Operating Requirements - Any operating and technical requirements that may be applicable
due to Regional Transmission Organization, Independent System Operator, control area, or the
Interconnecting Utility s requirements, including those set forth in the Small Generator
Interconnection Agreement.
Party or Parties - The Interconnecting Utility and Interconnection Customer.
Point of Interconnection - The point where the Interconnection Facilities connect with the
Interconnecting Utility s Electric System.
Reasonable Efforts - With respect to an action required to be attempted or taken by a Party
under the Small Generator Interconnection Agreement, efforts that are timely and consistent with
Good Utility Practice and are otherwise substantially equivalent to those a Party would use to
protect its own interests,
Small Generating Facility - The Interconnection Customer s device for the production of
electricity identified in the Interconnection Request, but shall not include the Interconnection
Customer s Interconnection Facilities,
WIS Agreement - Means the Agreement Limiting Liability Among Western Interconnected
Systems,
Glossary of Terms - 2-
Attachment 2
Description of the Small Generating Facility,
Interconnection Facilities, and Metering Equipment
Description of Interconnection Facilities. Ownership and Costs
A vista-Owned Interconnection Facilities
The following equipment are existing interconnection facilities owned by A vista:
Westinghouse Type ES-560 oil circuit rec1oser, 14.4kV , 560 amp, 8000 amp interrupting,
complete with a Bitronics three-phase solid state demand ammeter, three phase and one ground
Westinghouse Type CO overcurrent relays , one Westinghouse Type RC reclosing relay, and six
1200:5 A multi-ratio bushing current transformers.
Three S&C 15 kV, 600 A single-pole single-throw disconnect switches,
Three S&C 15 kV , 600 A single-pole tandem-transfer disconnect switches,
One General Electric Type JVW -5 70: 1 ratio potential transformer with secondary disconnecting
device,
Three General Electric Type JKW -5 400:5 A current transformers,
Three 10 kV distribution class lightning arresters.
One wood feeder bay, complete with insulators and conductors,
One General Electric Type AB-40 voltmeter.
The following equipment was installed for this project to facilitate in interconnection of the
generation. This equipment was originally paid for by Plummer Forest Products but
A vista will own the equipment.
One 78" high standard 19" equipment rack with panel segments,
One three element solid state bidirectional watt/varhour meter with mass memory, Scientific
Columbus Type JEM 603 J-MM,
One microprocessor based protective relay, Schweitzer Engineering Laboratories Type SEL-351
for feeder overcurrent, under/overfrequency, under/over voltage, voltage unbalance and hot
bus/dead line reclosing functions.
- 1 -
Four States Type FMS 10 pole test switches for the above meter and relay.
One RFL telemetry tone rack with power supply and cards for continuous transmission of
instantaneous watts and vars, and hourly transmission of kilowatthour quantities.
One fiberglass telephone equipment cabinet with SNC telephone isolation equipment.
Approximately 40' of 2" Schedule 80 PVC conduit for new telephone circuit , trenched, installed
and backfilled,
A vista drawing L-31123 is attached (included in Attachment 3) which is an interconnection one
line diagram of the metering points and locations.
There are no Terminal Voltage Regulators on this project. The generators follow voltage of the
A vista system bus.
Generator-Owned Interconnection Facilities
The generation facility consists of a 6 250 kW, 3600 rpm, 2400/4160 Volt, Westinghouse
turbine generator unit consisting of an impulse type condensing steam turbine connected to a
000 kW, 0.80 p,f, 6 250 kV A, air-cooled generator, with direct connected 125 Volt exciter.
The steam generator is a Riley Generating wood fired, traveling grate spreader, stroke type, with
capacity of 70 000 lbs./hr. of 750 degree (F) steam at 420 psig.
The overall one-line diagram of the Generation Facility is attached, The power is transformed
through a three phase 6.25 MY A Delta-Y 4160 /13800 Volt transformer, that is protected by a
560 Amp 15 kV breaker. Between the breaker and Plummer Substation is a 13,8 kV distribution
line owned by Stimson Lumber Company. The conductor of this distribution line is 4/0 ASCR
and is approximately Y2 mile long. The point of interconnection and point of change of
ownership is a breaker inside Plummer Substation that is used solely for the Stimson Lumber
Company generation connection and is owned by A vista.
Drawing 1305-1841 (Pacific Crown Power Transmission One-line) is attached (included in
Attachment 3) as additional information.
- 2-
Attachment 3
One-line Diagram Depicting the Small Generating Facility, Interconnection
Facilities, and Metering Equipment
- 1 -
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Attachment 4
Additional Operating Requirements for the Interconnecting Utility
Electric System and Affected Systems Needed to Support
the Interconnection Customer s Needs
General Interconnection requirements for ~I1~r1ttorsgreater than 5000 kW.
1.1 Generating Facility will be interconnected at transmission voltage levels only
unless system studies indicate distribution connections are acceptable.
1.2 Generating in parallel with Generating Company s load will be acceptable only if
Generating Facility can be installed at distribution primary voltage levels,
Generating Company will be responsible for all transformation. Transformers
will be delta-wye/grd connected (wye on the primary side), unless otherwise agreed to by Avista.
A vista must approve all transformer specifications,
1.4 All generator sizes will require detailed studies to determine the extent of the
impact on A vista s electrical system and the scope of required interconnection facilities,
1.5 All generators of this size will be synchronous machines unless approved by
A vista.
1.6 Depending on the size, location, and separate contractual arrangements for the
generation, A vista may require real-time status of some elements of the Generating Facility, as
well as direct voice communications with the operations personnel at the Facility.
Metering, Communications and Data.
Avista will install a bi-directional energy meter with time-referenced recording of
kWh and kV ARh (at Generating Facility s expense).
All generators of this size will require telemetry of real and reactive power, as
well as kWh and kV ARh transmitted to A vista s System Operations Office,
Verbal communications will be required between Generating Facility s operator
and Avista s System Operations Office for all Generation of this size before Generating Facility
is put on line, or taken off line.
- 1 -
Protection.
Depending on size and location, Generation Facility may be required to
participate in any Remedial Action Schemes designated by Avista, NERC, WSCC, NWPP, or
any other regional operation authority,
All generators will be required to have minimal protection as specified in
Section 3 of this Agreement. Additional protection may be needed depending on the results of
system studies, (up to and including communication-aided tripping schemes).
Voltage and Frequency
Steady state and transient voltage and frequency support will be required from all
generators of this size.
4.4
All generators will be supplied with high response excitation systems specified
and tested in accordance with ANSI/IEEE Standard 42.1 through 42., including
latest revisions or additions, Specific response characteristics, regulation abilities,
and operating ranges must be agreed upon by A vista before interconnection to'
A vista s electrical system,
Any generator of this size shall include a power system stabilizer if its excitation
system is suitable for such use, All new generators shall be specified for
construction with a suitable excitation system, (per WSCC policy)..
All generators will be supplied with speed governing of their prime mover.
Governor controls will comply with NERC, WSCC, and ANSI/IEEE Standards
for speed/load control. At a minimum, governor droop will be set at 5% and
deadband will not exceed plus or minus 0,06%.
Generating Facility and/or associated loads must have the capability of operating
at a power factor of 95% or better (leading or lagging) as scheduled by Avista
System Operations Office, In Addition, Avista s System Operations Office will
have the right to request generator operation outside of 95% power factor as long
as the machine s capabilities are not exceeded.
It must be recognized that generators of this size 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. This becomes very
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important for larger generating units. The Generating Company will be expected
to work closely with A vista s technical staff in the preparation of all machine
specifications,
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Attachment 5
Dispute Resolution Procedures
1. Statements of Dispute. The Dispute Resolution provisions 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 eligible for selection as
an arbitrator who is a past or present officer, member of the governing body, employee of, or
consultant to any of 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. Interveners 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,
- 1 -
Intervention. The arbitrator shall admit as interveners 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
Attachment 5 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.6. 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 therefore. 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. A wards 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 8 , 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 gg824d and 824e; the affected
- 2-
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
interveners.
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.
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 interveners who were not parties to the arbitration.
- 3 -
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,
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Attachment 6
Contact Information
1. Verbal Communications All communications between Generating Company and
A vista 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):
Avista Pre-Scheduler [phone]
Alternate Phone Number: [phone]
Stimson Lumber Manager, Stimson Plummer Sawmill [phone]
Alternate Phone Number: Regional General Manager
[phone]
(b)Real-Time Schedule (available 24 hours per day):
A vista Real-Time Scheduler [phone]
Stimson Lumber Manager, Stimson Plummer Sawmill [phone]
Alternate Phone Number: Regional General Manager
[phone]
(c)During normal business hours, all verbal communications relating to interruptions
and outages:
Avista System Operator [phone]
Alternate Phone Number: [phone]
Stimson Lumber Manager, Stimson Plummer Sawmill [phone]
Alternate Phone Number: Regional General Manager
[phone]
(d)Outside of normal business hours (nights, weekends, and holidays), all verbal
communications relating to interruptions and outages shall take place between thefollowing personnel:
Avista System Operator [phone]
Alternate Phone Number: [phone]
Stimson Lumber Manager, Stimson Plummer Sawmill
Cell phone: [phone]
Alternate Phone Number: Regional General Manager
Cell phone [phone]
Either Party may provide written notice to the other Party setting forth different contact
numbers,
- 1 -
Exhibit D
DeIcriDdoa Of e FaeIUtY
A~/(
26-
Four States Type FMS 10 pole est switches for the abo e meter and relay,
There no Tenninal Voltage Re lators on this project, The
Avis system bus.
ng L-31123 is attached (i luded in Attaclunent 3) whi
of the metering points Cllocations.
One RFL telemetry tone with power supply an cards for continuous transmi
instantaneous watts and ars, and hourly transmis on ofkilowatthour quantities
One fiberglass telep ne equipment cabinet w' SNC telephone isolation
Generator-Owned Inter(:on Fa(:ilities
The generation facility consists of a 6 250 kW, 3600 rpm, 2400 14160 Volt, Westin ouse
turbine generator unit consisting of an impulse type condensing steam turbine conn ed to a
000 kW, 0.80 p.f, 6,250 kV A, air-cooled generator, with direct connected 125 Volt exciter,
The steam generator is a Riley Generating wood fired, traveling grate spreader, strok type, with
capacity of 70 000 lbs.lhr. of750 degree (F) steam at 420 psig.
The S','eMll gAg liR9Ili88fan.l ofti-.", ().....",.d1lv.. Fa...lliL'y t. alh-l....d. The power is sfonned
through a three phase 6,25 MY A Delta-Y 4160 113800 Volt transfonner, that is prot ed by a
560 Amp 15 kV breaker. Between the breaker and Plummer Substation is a 13,8 kV istribution
line owned by Stimson Lumber Company, The conductor of this distribution line is /0 ASCR
and is approximately Yz mile long, The point of interconnection and point of change
ownership is a breaker inside Plummer Substation that is used solely for the Stimson umber
Company generation connection and is owned by Avista.
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