20110105Answer.pdf

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Utilities Commission
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93702
Email: jean.jewell(âpuc.idaho.gov
Mariah Wind, LLC v. Avista Corporation, IPUC Case No. AVU-E-IO-05
Avista Corporation' Answer
Dear Ms. Jewell:
Please find enclosed for fiing an original and seven copies of Avista Corporation's
Answer to the complaint fied by Mariah Wind, LLC in the above-referenced docket. Please let
me know if you have any questions regarding this filing.
~~l)
Michael G. Andrea
Senior Counsel
Enclosures
cc: Peter Richardson
Gregory M. Adams
MICHAL G. ANREA (ISB No. 8308)
A vista Corporation
1411 E. Mission Ave., MSC-23
Spokane, W A 99202
Telephone: [phone]
Emai: michae1.andrea(gavistacorp.com
lOf I JAN -5 AM fO: 04
BEFORE TH IDAHO PUBUC UTIT COMMSION
MARH WIN, LLC,
Complaiant,
)
) CASE NO. A V A-E-IO-05
)
) ANSWE
)
)
)
)
)
)
v.
A vista Corporation dba A vista Utities, Inc.,
Defendat
Avista Corpration, by and though its attorney, Michael G. Andrea, hereby answers the
complaint ("Complaint") of Marah Wind, LL ("Marah") in the above-captioned matter.
I. Intruction.
1. In its Complaint, Marah reuests that the Commssion declare that A vista is in
violation of the Public Utility Regulatory Policies Act of 1978 ("PUR A") and that the
Commssion order A vista to "execute a stadard PUR A power purchase agrment with Marah
Wind, LLC contaning Avista's avoided cost rates on fie for QFs under 10 aM in Order No.
31025, and the term deemed reonable by the Commssion for the dispute clauses describe
in (Marah's) Complait." Complait, PryerTJl, 2.
2. Marah alleges, among other thngs, that A vista has rejecte Marah's attempt to
obligate itself to a power purchase agrement contaning Commssion-approved term of a
stadar PUR A power purchase agrement and has refused to negotiate reasonable term
Page - 1 ANSWER
regarding (i) environmenta attbutes, (ii) delay default liquidated daages and securty, and (ii)
wind integrtion charges. E.g., Complaint, Introduction.
3. Marah contacted Avista on October 8,2010, to request a power purchase
agrment for a proposed wind project. On October 14, 2010, A vista provided Marah a dr
power purchase agrement that was clealy marked as a Draf (the Dra power purchase
agreement Avista provided to Marah is attched hereto as Attchment 1). Marah unilaterally
changed material term of the draf power purchase agrement, including term regarng
environmenta attbutes, delay liquidated damages and securty, and wind integration charges.
Marah also took the liberty of removing the Draf stap (the resulting power purchase
agreement is referred to as the "Marah PPA", which is attched hereto as Attchment 2). On or
around November 16, 2010, Marah returned the Marah PPA executed by Marah along with a
letter detag certain issues with the dr power purchase agreement ("November 16 Letter").
(Te November 16 Lettr is attched hereto as Atthment 3.) At no time prior to Avista's
receipt of the executed Marah PP A did Marah make any attempt to negotiate with A vista the
term of the draf power purchase agrment.
4. In a letter dated November 24,2010, Avista rejected the Marah PPA, but mae
clear that A vista stoo ready to engage in the necessar discussions to negotiate in goo faith a
mutually acceptable power purchase agrement with Marah ("November 24 Letter"). (Te
November 24 Letter is attached hereto as Attchment 4.) On December 9, 2010, Avista engaged
in a brief discussion with Marah regarding the terms of the Marah PP A at which time A vista
indicated that it was not willng to accept certn terms demanded by Marah, but A vista was
wiling to negotiate in good faith. Following that brief discussion, Marah fied its Complait
alleging, among other thngs, that A vista has negotiated in bad faith and has violated PUR A,
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FERC's implementing regulations, and the Commssion's orders. Complaint,' 32, Pryer' 1.
Marah alleges that Avista has violated PURA by, in its view, unjustifiably (a) refusing to
disclaim ownership of environmenta attbutes in a power purchase agreement that wil contan
published avoided cost rates, (b) insisting on delay liquidated daages and delay security
amount of $45 per kW nameplate capacity, and (c) requirg Marah to pay 50 percent of the
stadad wind integrtion charge. Complaint, Tl 19-22, 27-29.
5. With regard to Marah's specific allegations, the Commssion has not speificaly
ruled on the issue of ownership of environmental attbutes with regard to PUR A projects and,
therefore, the disclaimer of rights to such envirnmenta attbutes requested by Marah is not
required. Second, delay liquidated damges and security of $45 per kW nameplate capacity is
consistent with power purchase agrements executed by other developers and approved by the
Commssion. E.g., Order No. 32144 (approving agreement between Idao Power Company and
wind developer contaning $45 per kW delay liquidated daages). Finally, the Commssion
approved a wind integrtion charge in Orer No. 30500. Avista's reduction of the stada wind
integration charge by 50 percent due to Marah's circumstaces is consistent both with that
Commssion order and the purposes of the wind integration charge. Marah's allegations are
without merit. Moreover, Avista taes exception to Marah's allegations that Avista negotiated
in bad faith.
II. Answer
6. A vista hereby provides the following answer to the allegations in Marah's
Complaint. Except as expressly adtted herein, A vista denies all material allegations of the
Complaint.
7. A vista admts the allegations of pargrph 1 of the Complaint.
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8. A vista lacks suffcient information or knowledge regarding the alegations
contaned in paragraph 2 of the Complaint and, therefore, neither admts nor denies those
alegations.
9. Paragrphs 3,4, and 5 of the Complaint contan conclusions of law that reuire no
response and, therefore, A vista neither adts nor denies those allegations.
10. Avista lacks suffcient information or knowledge regarding the alegations
contaned in paragraphs 6, 7, 8, and 9 of the Complaint and, therefore, neither admts nor denies
those allegations.
11. A vista admts the allegations of pargrph 10 of the Complaint.
12. The Complait does not contan a paragraph 11.
13. A vista denies the allegations of pargrph 12 of the Complait.
14. In response to pargraph 13 of the Complaint, the documents in Case No. GNR-
E-I0-04 referenced in the Complaint speak for themselves.
15. Pargrph 14 of the Complaint contans conclusions of law that reuire no
response and, therefore, A vista neither admts nor denies those alegations. A vista lacks
suffcient information or knowledge regarding the remaining allegations contaned in pargrph
14 of the Complaint and, therefore, neither adts nor denies those allegations.
16. Paragrph 15 of the Complaint contans conclusions of law that reuire no
response and, therefore, A vista neither admts nor denies those allegations. To the extent a
response is required Avista denies the allegations contaned in paragrph 15 of the Complaint.
17. In response to pargraph 16 of the Complaint, the documents referenced in
pargraph 16 of the Complaint spe for themselves.
18. Avista admts the allegations of pargrphs 17, 18, and 19 of the Complaint.
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19. In response to paragraph 20 of the Complaint, Avista adts that it refused to
agree to waive ownership of environmenta attbutes as unilateray proposed by Marah in the
Marah PP A. In response to the remaining allegations in Pargrph 20 of the Complaint, the
Idaho Power Company and Rocky Mountan Power PUR A PPAs referenced in paragrph 20 of
the Complaint speak for themselves.
20. In response to paragraph 21 of the Complaint, A vista adts that, in the brief
discussion it had with Marah, it would not agree to delay liquidated damages and security
clauses contaning daages and security amounts less than $45 per kW. To the extent implied
by paragraph 21 of the Complaint, A vista denies that its proposed delay liquidated dages and
security amounts are not reasonable.
21. In response to pargraph 22 of the Complaint, Avista admts that, in the brief
discussion it had with Marah, it agree to reduce its stadard wind integration charge by 50%
beause Avista understads that Marah wil schedule energy to Avista's electrcal system on an
hourly firm basis. The remaining allegations of pargraph 22 of the Complaint either contan
conclusions of law for which no response is requir or A vista lacks suffcient information or
knowledge and, therefore, A vista neither admts nor denies those allegations.
22. Paragrph 23 of the Complaint contans conclusions of law that reuire no
response and, therefore, A vista neither admts nor denies those allegations. To the extent a
response is required the documents referenced in pargraph 23 of the Complaint speak for
themselves.
23. A vista lacks suffcient information or knowledge regarding the allegations
contaned in paragrph 24 of the Complaint and, therefore, neither admts nor denies those
allegations.
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24. In response to pargraph 25 of the Complaint, A vista incorprates its responses to
paragraphs 1-24 of the Complaint.
25. Pargraph s 26-32 of the Complaint contans conclusions of law that requir no
response and, therefore, A vista neither admts nor denies those allegations. To the extent any
response is reuired, Avista denies the allegations in paragraphs 27, 28, and 29 that Avista's
actions are unjustifiable or unreasonable and taes parcular exception to the allegation in
pargraph 32 of the Complaint that A vista negotiated in bad faith, which it also denies.
26. In response to the Prayer for Relief contained in the Complaint, A vista denies that
Marah is entitled to the relief prayed for.
WHEREFORE, A vista respectflly requests that the Commssion issue an order denying
the relief sought by Marah in its Pryer for Relief.
Respetflly submitted ths '- Ç: day of Januar 2011.
~~Michael G. Andrea
Attorney for A vista Corporation
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ATTACHMENT 1
Dr
Off-System Wind PURA
Not Approved by Any Par
POWER PURCHASE AGREEMENT
BETWEN
AN
A VITA CORPRATION
TABLE OF CONTNTS
Artcle TIE
1
2
3
4
DEFIONS
WARRNTS
CONDITIONS PRIOR TO COMMRCIA OPERATION
TERM OF AGREEMENT AND COMMRCIAL OPERATION
DATE
MECHACAL AVAIABILIT GUARAE
WI ENERGY FORECASTIG
SCHEDULING
PURCHASE PRICES AN PAYMNTSECUR
CUTAIMENT, INRRUPON OR REDUCTION OF
DELIVRY
OPERATION
INRCONNCTION AND TRANSMISION
FORCE MAURINEMN
ASSIGNMNT
NO UNSPECIFD TI PARTY BENEFICIARIS
DEFAULT AND TERMATION
DISPUTE RESOLUTON
RELEASE BY SELLER
GOVERNNTAL AUTORI
SEVERA OBLIGATIONS
IMLEMENTATION
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
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23 NON-WAIR24 AMNDMENT
25 CHOICE OF LAWS AN VENU26 HEADINGS27 SEVERAILIT28 COUNRPARTS29 TAXES30 NOTICES31 SURVIAL
32 ENTIR AGREEMENT
Exhbit A
ExhibitB
ExhbitC
ExhibitD
ExhbitE
ExhbitF
ExhbitG
ExhbitH
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POWER PURCHASE AGREEMENT
Ths Agrment is made by and between A vista Corpration, a Washington corporation("A vista"), and a ("Seller"). A vista and Seller are
someties referr to individually as a "Pary" and collectively as the "Pares."
RECITALS
WHEREAS, Seller wil design, constrct, own, operate and mata a _ megawatt
electrc power generating facilty ("Facilty") at as more fully describe in
Exhbit G;
WHEREAS, Seller wil operate the Facilty as a Qualifyng Facilty, as defined by the
Public Utility Regulatory Policies Act of 1978 ("PURPA"); and
WHEREAS, Seller wil deliver and sell, and A vista wil purchase, electrc energy
generated from the Facilty subject to the term of ths Agrment.
NOW, THREFORE, in consideration of the mutual agrments set fort herein, the
Pares agr as follows.
1. DEFITIONS
Except as otherwise defined in ths Agreement, whenever used in ths Agreement and
exhbits hereto, the following terms shall have the following meangs:
1.1 "Agrment" means ths Power Puhase Agrment, including all exhbits, and
any written amendments.
1.2 "Alternate Point of Delivery" shall have the meanng provided in Section 12.3
of ths Agreement.
1.3 "Avoided Cost Rate" or "Bas PURA rate" shall have the meanng provided
in Section 8.2 of ths Agreement.
1.4 "aMW" means average megawatt(s). An average megawatt is calculated by
dividig the tota generation in MW over a given period of time (e.g., a calendar month) by the
number of hour in that period of time.
1.5 "Ancilary Servces" means those services that are necessar to support the
transmission of capacity and energy from resources to loads while maitanig reliable operation
of the electrcal systems in accordance with Prdent Utility Prctices and any existing or futue
WECC requirements.
1.6 "Availabilty Factor" shall equal the ratio of the availabilty of all turbines (the
"Numeratof') as compared to the planed availabilty adjusted for Force Majeure and Schedule
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Outages (the "Denominator"). The Numerator shall be calculated by tang the number of hour
for which each turbine is available multiplied by its nameplate capacity rating and summng
these resulting values for all turbines in the Facilty. The Denomiator shall be calculated as the
nameplate capacity ratig for each tubine multiplied by the result of the tota number of hour in
the Calendar MonthJess Scheduled Outage hours durg the Calendar Month less Force Majeure
hours during the Calenda Month for each turbine and summng these resulting values for all
turbines in the Facilty. Accordingly the formula that wil be applied to calculate the Availabilty
Factor is:
Availabilty =
Factor
~(nameplate capacity for eah turbine * number of hours such turbine
was available during the Calendar Month
~(nameplate capacity for each turbine (tota hours in the Calenda
Month - Force Majeure hours - Scheduled Outage hours))
A sample calculation is attched as Exhbit H to ths Agreement for ilustrtive purses only.
1.7 ''Balancing Authority Are" means an electrcal system or systems bounded by
interconnection metering and telemetr, capable of contrllng generation to maintan its
interchange schedule with other Balancing Authority Areas and contrbuting to frequency
regulation of the interconnection. A Balancing Authority Area must be certfied by the
applicable reliabilty council (such as WECC or other reliabilty council).
1.8 ''Busines Day" meas every day other than a Saturday or Sunday or a national
holiday. National holidays shall be those holidays observed NERC.
1.9 "Commercial Operation" means the Facilty is fully operational and reliable, is a
Qualed Facilty and Seller has fulfilled all of the conditions required by Section 4.2 of the
Agrment.
1.10 "Commercial Operation Date" meas the day following the date that the
Facilty first achieves Commercial Operation.
1.11 "Commion" meas the Idaho Public Utilities Commssion, or its successor.
1.12 "Delay Liquidate Damages" meas the damages payable to A vista due to
Seller's failur to achieve Commercial Opration by the Scheduled Opration Date as set out in
Sections 4.3 and 4.4 of ths Agreement.
1.13 "Delay Period" means all hours withn a given calendar month for al months
and paral months past the Scheduled Operation Date until Seller's Facilty achieves
Commercial Opration.
1.14 "Delay Prce" means the positive difference, if any, of the Market Energy Prce
minus the Net Avoided Cost Rate applicable for the Delay Period as specifed in Section 8.2 of
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ths Agrement. If ths calculation results in a value less than 0, the result of ths calculation wil
beO.
1.15 ''Deliverable Net Output" means Net Output less any applicable Losses and
other applicable adjustments associated with the trasmission of energy from the Point of
Interconnection to the Point of Delivery or to an Alternate Point of Delivery, if any.
1.16 ''Effective Date" shall have the meanng provided in Section 4 of ths
Agreement.
1.17 ''Exces Energ" shall have the meanng provided in Section 8.3 of ths
Agreement.
1.18 "Facilty" means the electrc energy generating facilities, including all equipment
and strctures necessar to generate and supply electrc energy, more parcularly described in
Exhibit C.
1.19 ''Facilty Servce Power" means the electrc energy generated and used by the
Facilty durng its operation to operate equipment that is auxilar to prima generation
equipment including, but not limited to, pumping, generator excitation, cooling or other
operations related to the production of electrc energy by the Facilty.
1.20 ''Force Majeure" shall have the meanng provided in Section 13 of ths
Agreement.
1.21 ''FRC'' means the Federa Energy Regulatory Commssion, or its successor.
1.22 "Independent Engineering Certcation" means certfications detaled in
Section 3.4 provided by a professional engineer registered in Idaho or the state in which the
Facilty is located, who has no diect or indirect, legal, or equitable ownership interest in the
Facilty.
1.23 "Initial Capacity Determnation" shall have the meang provided in Section
3.5 of ths Agreement.
1.24 ''Itial Expecte Energ" shall have the meanng provided in Section 3.6 of ths
Agreement.
1.25 "Interconnecon Agreement" means, as applicable, the agrment between
Seller and A vista or Seller and a Transmittng Entity that is providing interconnection service
which governs how the Net Output is delivered to A vista's or the Transmitting Entity's electrcal
system at the Point of Interconnection during the Term of ths Agreement.
1.26 "Interconnection Facilties" means, if applicable, all facilties required to
connect the Facilty to the Point of Interconnection, including connection, trsformation,
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switching, relaying and safety equipment. Interconnection Facilties shal also include al
telemetr, metering, cellular telephone, and/or communication equipment required under ths
Agreement regardless of location.
1.27 ''Los'' meas the loss of electrcal energy expressed in kilowatt hours (kWh)
occurrg as a result of the transformation and trsmission of energy between the Point of
Interconnection and the Point of Delivery.
1.28 "MW" means megawatt. One thousand kilowatts equals one megawatt.
1.29 "MW" means megawatt-hour. One thousand kilowatt-hour equals one
megawatt-hour.
1.30 "MAG Shortal" shall have the meanng provided in Section 5.2 of ths
Agreement.
1.31 "Market Energy Prce" means the monthy weighted average, based on daily
on- and off-peak Net Output, of the daly On- and Off-Peak Dow Jones Mid-Columbia Fir
Index (Dow Jones Mid-C Fir Index) prices for firm energy.
1.32 "Mechanica Avaiabilty Guaranty" or "MAG" shall have the meanng
provided in Section 5.1 of ths Agreement.
1.33 "Nameplate Capacity Rating" meas the maximum generating capacity of the
Facility, as determned by the manufacturer, and expressed in kilowatts (kW).
1.34 "NERC" means the Nort American Electrc Reliabilty Corporation or its
successor.
1.35 "Net A voided Cost Rates" or ''Net PUR A rate" shall have the meang
provided in Section 8.2 of ths Agreement.
1.36 "Net Output" means the electrc power generated by the Facility less Facilty
Service Power that is delivered to the Point of Interconnection, expressed in kilowatt-hour.
1.37 "Off-Pea" means all hour other than On-Peak hours.
1.38 "On-Peak" meas the hours ending 0700 though 2200 Pacific Prevailing time,
Monday though Sunday, excluding national holidays.
1.39 ''Operating Year" means each 12-month period from Januar 1 though
December 31.
1.40 ''Point of Delivery" means the location, as speified in Exhbit C of ths
Agreement, where the electrc energy produced by the Facilty is delivere to Avista's electrcal
system.
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1.41 "Point of Interconnecion" means the high voltage side of Seller's step-up
transformer at the point of interconnection between Seller's Facility and the Trasmittng
Entity's electrc system, which is commonly referred to as the "busbar."
1.42 ''Pdent Utility Prctice" meas the practices, methods, and acts commonly
and ordinarly used in electrcal engineering and operations by a signficant porton of the
electrc power generation and transmission industr, in the exercise of reasonable judgment in
the light of the facts known or that should have been known at the tie a decision was made, that
would have been expeted to accomplish the desired result in a manner consistent with law,
regulation, reliabilty, safety, environmenta protection, economy, and expetion.
1.43 ''Qualifying Facilty" or ".Q' meas a generating facilty which meets the
requirments for "QF' status under PURA and par 292 ofFERC's Regulations, 18 C.F.R. Par
292, and which has obtaned certfication of its QF status.
1.44 "Scheduled Operation Date" means the date specified in Section 3.1 when
Seller anticipates achieving the Commercial Opration.
1.45 "Scheduled Outage" means any outage which is scheduled by the Seller to
remove electrcal or mechancal equipment from service for repai, replacement, maintenance,
safety or any other reason, and which thereby limts the generating capabilty of the Facilty to
less than the Intial Capacity Determnation.
1.46 "Start-Up Testing" means the sta-up tests requird by the factory and/or Avista
that prove that the Facility is reliably producing electrc energy.
1.47 "Term" shall have the meanng provided in Section 4.1 of ths Agreement.
1.48 "Test Energ" shall be the energy generated during Sta-Up Testing and shall
have the meanng provided in Section 8.4 of ths Agreement.
1.49 "Transmittng Entity" means any entity or entities that provide trsmission
and/or interconnection service to deliver electrc energy from the Facilty to Avista's electrcal
system at the Point of Delivery, if applicable.
1.50 "Trasmission Agrment" means any agrement(s) entered into between Seller
and a Transmitting Entity under which the Transmittng Entity shall provide fir transmission
and any necessar Ancilar Services to faciltate deliveries hereunder from the Facilty to Point
of Delivery for the Term of ths Agreement. The Trasmission Agreement(s) is attched hereto
as Exhbit D.
1.51 "WECC" means the Western Electrcity Coordinating Councilor its successor.
1.52 ''Wind Energ Forecting" shall have the meang provided in Section 6 of
ths Agreement.
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1.53 ''Wind Integation Charge" shall mea a wind integration charge up to the wind
integration charge authorized by the Commssion in Order No. 30500, or any replacement wind
integration charge authorized by the Commssion. The Wind Integration Charge applicable to
ths Agreement is speified in Exhibit E.
2. WARRTIS
2.1 No Warranty by Avista. Avista makes no warties, expressed or implied,
regarding any aspect of Seller's design, specifications, equipment or facilties, including, but not
limited to, safety, durabilty, reliabilty, strengt, capacity, adequacy or economic feasibilty, and
any review, acceptace or failure to review Seller's design, specifications, equipment or Facilty
shall not be an endorsement or a confiration by A vista. A vista assumes no responsibilty or
obligation with regard to any NERC and/or WECC reliabilty stadad associated with the
Facilty or the delivery of electrc energy from the Facilty to the Point of Delivery.
2.2 Seller's Warrnty. Seller warts and represents that: (a) Seller has
investigated and determned that it is capable of performng and wil perform the obligations
hereunder and has not relied upon the advice, experience or expertse of A vista in connection
with the trsactions contemplated by ths Agreement; (b) all professionals and expert
including, but not limited to, engineers, attorneys or accountats, that Seller may have consulted
or relied on in undertakng the transactions contemplated by ths Agreement have been solely
those of Seller; (c) Seller wil comply with all applicable laws and regulations and shall obtan
and comply with applicable licenses, permts and approvals in the design, constrction, operation
and maintenance of the Facilty; and (d) the Facilty is, and during the Term of ths Agreement
wil remain, a Qualifying Facility as that term is used in 18 C.F.R Par 292. Seller's failure to
maintan Qualfying Facilty status wil be a material breach of ths Agreement. A vista reserves
the right to review the Seller's Qualifying Facilty status and associated support and compliance
documents at anytme during the Term of ths Agreement.
3. CONDITONS PRIOR TO COMMRCIAL OPERATION
3.1. Time is of the Esnce. Time is of the essence in the performance of ths
Agreement and Seller understads and agrs that A vista is relying on Seller to meet the
requirments of Section 4.2 on or before (the "Scheduled Opration Date").
Seller understads and agrees that Avista's acceptace of deliveries of energy from Seller is
contingent upon Seller fully satisfying each of the reuirements in Section 4.2 of ths Agreement
prior to the Commercial Opration Date.
3.2 Licens, Permts and Approval. Pror to Commercial Opration, Seller shal
submit to A vista wrtten prof that all licenses, permts or approvals necessar for Seller's
operations have ben obtaed from applicable federa, state, trbal or local authorities, includig,
but not lite to, evidence of compliance with Subpar B, 18 C.F.R. § 292.207, trbal, state and
local business licenses, environmenta permts, easements, leases and all required approvals by
the Commssion. A vista and Seller shal cooperate in petitionig the Commssion for any
required approvals.
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3.3 Opinion of Counsel. Pror to Commercial Opration, Seller shall submit to A vista
an opinion letter signed by an attorney admtted to practice and in good stading in the state
where the Facility is located providing an opinion that Seller's licenses, permts and approvals as
set fort in Section 3.2 above are legally and validly issued, ar held in the name of the Seller,
and based on a reasonable independent review, counsel is of the opinion that Seller is in
substatial compliance with said permts as of the date of such opinion letter. The opinion letter
wil be in a form acceptable to A vista and wil acknowledge that the attorney rendering the
opinon understads that A vista is relying on said opinion. A vista's acceptace of the form shall
not be unreasonably witheld.
3.4 Independent Engineerig Certcations. Pror to Commercial Opration, Seller
shal submit to Avista applicable Independent Engineerig Certcations for (a) Constrction
Adequacy for a Qualng Facilty, and (b) Oprations and Maitenance Policy for a Qualg
Facility as described in Commssion Order No. 21690. Each Independent Engieerig
Certfication shal be signed by a licensed professional engieer in goo stading submitt in a
form acceptable to A vista and wil acknowledge tht the licensed professional engieer renderig
the opinon understads that A vista is relying on said opinion. A vista's acceptace of such form
shall not be uneasonably witheld.
3.5 Initial Capacity Determination. Seller shall design and operate the Facilty in a
maner such that under normal design conditions the Net Output does not excee 10 aM in
any Calendar Month. Pror to Commercial Opration, Seller shall submit to A vista the
maximum hourly generation capabilty of the Facilty ("Initial Capacity Determnation"). Such
Initial Capacity Determnation shall be determned either by use of the Nameplate Capacity
Rating or such other meas acceptable to A vista and shall be documented and submitted to
A vista by Seller. Such documentation shall include the information listed in Exhibit i. Upon
receipt of Seller's Intial Capacity Determnation, A vista wil review such determnation withn a
reasonable tie and, if acceptable to A vista, A vista shall issue to Seller its written approval of
the Intial Capacity Determnation. If the Intial Capacity Determnation submitted by Seller is
not acceptable to A vista, A vista wil promptly notify Seller that A vista wil not accept its Intial
Capacity Determnation. In such event, A vista shall engage, at Seller's sole expense, an
independent qualified consultat to determne the Intial Capacity Determnation. During the
Term of ths Agreement, Seller shall not cause the capacity of the Facilty to be greater than the
Intial Capacity Determnation by any means, including by addition, upgrade, or replacement of
any wind turbine or turbines.
3.6 Initial Expete Energ. Upon execution of ths Agreement, Seller shall submit
estimates of the energy, in MW, the Seller expets the Facilty to generate for each month of the
first twelve months following Commercial Operation ("Intial Expected Energy"). Intial
Expeted Energy shall be attached to ths Agreement as Exhbit F.
3.7 Interconnecon Agreement. Pror to Commercial Opration, Seller shal provide
A vista a copy of its Interconnection Agreement.
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3.8 Anciary Servces. In the event that the Facilty is located outside of Avista's
Balancing Authority Ara, Seller shall be responsible at its sole expense for obtanig any and al
necessar Ancilar Services reuired to deliver Deliverable Net Output to the Point of Delivery
consistent with applicable schedulig protocols. Seller shal demonstrte its compliance with ths
Section prior to Commercial Opration.
3.9 Security. Pror to Commercial Opration, Seller shall submit to A vista evidence of
compliance with Section 9, Securty.
3.10 Start-Up Testing. A vista agrees to tae all Test Energy generated by the Facility
during Sta-Up Testing and delivered to the Point of Delivery, consistent with Section 8.4 of ths
Agreement. Pror to Commercial Opration, Seller shall submit to A vista evidence of completed
Sta-Up Testing.
3.11 Network Resurce Designation. Pror to Commercial Operation, Seller shal, if
requested by A vista, provide to A vista all data requir by A vista to enable the Facilty to be
designated by A vista as a network resource.
3.12 Writtn Accptace. Pror to Commercial Opration, Seller shal request and
obta from A vista wrtten confirtion that al conditions to acceptace of electrc energy have
ben fulfilled. A vista shal use reonable commercial effort to promptly provide Seller wrttn
confirtion that al conditions to acceptace of electrc energy have ben fulled or provide
notice that such conditions have not ben fulfed.
4. TERM OF AGREEMENT AND COMMRCIAL OPERATION DATE
4.1 Ths Agreement shall be effective on the date last signed below or such other date
set by Commssion order (the "Effective Date") and shall continue for twenty year afer the
Commercial Operation Date (the "Term"), unless otherwise termnated as provided herein.
4.2 The Commercial Opration Date may occur only upon or after:
(a) all of the requirements in Section 3 of ths Agreement are satisfied;
(b) Commssion approval of ths Agreement in a form acceptable to A vista has
ben received;
(c) Seller has demonstrated to Avista's satisfaction that the Facilty is complete
and able to provide energy in a consistent, reliable, and safe maner;
(d) Seller has requested in wrting a Commercial Opration Date from A vista; and
(e) Seller has received written confiration from A vista of the Commercial
Operation Date, which confiration wil not be unreasonably witheld by A vista.
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4.3 Seller shall cause the Facility to achieve Commercial Opration on or before the
Scheduled Operation Date. If the Commercial Operation Date occurs afer the Scheduled
Operation Date, Seller shall pay A vista Delay Liquidated Damages. Delay Liquidated Damages
wil be calculate monthy as follows:
Delay Liquidated Damages are equal to Intial Expected Energy as provided in Exhbit F
multiplied by the Delay Period for the month multiplied by the calendar month's Delay
Prce. Accordingly, Delay Liquidated Damages shall be calculated using the following
formula:
Delay Liquidated Damages = Intial Expeted Energy * Delay Period * Delay Prce
4.4 Delay Liquidated Damages wil be calculated pursuant to Section 4.3 for a
maximum of 120 days past the Scheduled Opration Date. If the Facilty fais to achieve
Commercial Opration withn 120 days of the Scheduled Operation Date, Seller shall pay A vista,
in addition to the Delay Liquidated Damages calculated under Section 4.3, Delay Liquidated
Damages calculated as follows:
$45 multiplied by the Intial Capacity Determnation with the Intial Capacity
Determnation Amount being measured in kilowatts.
Upon execution of ths Agreement, Seller shall post liquid securty ("Delay Security") in the
form of cash, letter of credit, or other form acceptable to A vista equal to or exceeding $45
multiplied by the Intial Capacity Determnation with the Intial Capacity Determnation being
measured in kilowatts.
Failure of the Facility to achieve Commercial Operation withn 120 days of the Scheduled
Opration Date shall constitute a material breach of ths Agreement and, therefore, A vista may,
at its sole option, termnate ths Agreement.
4.5 Seller shall pay A vista any Delay Liquidated Damages withn five business days
of when Avista presents any Delay Liquidated Damages bilings to Seller or the 15th of the
month, whichever is later. Seller's failure to pay Delay Liquidated Damages withn the specified
time wil be a material breach of ths Agreement.
4.6 The Pares agree that A vista wil incur substatial damages if the Facilty fails to
achieve Commercial Opration by the Scheduled Operation Date and that the daages A vista
would incur due to such delay would be diffcult or impossible to predct or calculate with
certnty, and that the Delay Liquidated Damges are an appropriate approximation of such
damages and ar not a penalty.
4.7 The Pares agree that ths Agreement is a speial contrct and, as such, the rates,
terms and conditions contaned in ths Agreement wil be constred in accordance with PUR A
and other applicable law. Ths Agreement shall beome finally effective upon the Commssion's
approval of all terms and provisions herein without change or condition and declaration that all
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payments to be made to Seller hereunder shall be allowed as prudently incurr expenses for
ratemakng purposes.
5. MECHANICAL AVAILABILITY GUARANTEE
5.1 Seller guarantees that the Facility wil maintan a monthy minimum Availabilty
Factor of 85% ("Mechanical Availabilty Guartee" or "MAG"). Afer the Commercial
Opration Date, Seller must demonstrate its compliance with ths Mechancal Availabilty
Guartee monthy during the Term of the Agreement.
5.2 Liquidate Damages for MAG Shortall. If the average Availabilty Factor of
the turbines in any given calendar month falls below 0.85, the resulting shortall shall be
expressed in MW as the "MAG ShortalL." In such circumstaces, the MAG Shortall shall be
calculated by Seller in accordance with the following formula:
MAG Shortall =((0.85 - Availabilty Factor) * Net Output)
Availabilty Factor
5.3 If a positive MAG Shortall occur in any given calendar month, A vista, in its sole
discretion, may require Seller to pay to Avista liquidated damages equal to the grater of (1) the
product of the MAG Shortall for that Calendar Month multiplied by ( the Delay Prce, or (2) the
product of the MAG Shortall multiplied by $15; provided, however, for the first Calenda
Month in which Commercial Opration occurs the MAG Shortall shall be prorated on the basis
of the number of days in the period from the Commercial Opration Date though to the end of
such Calendar Month. Each Pary agres and acknowledges that (a) the damages that Avista
would incur due to the Facility's failure to achieve the MAG would be difficult or impossible to
predct with certnty and (b) the liquidated daages contemplated by ths provision are a fai
and reasonable calculation of such damages and are not a penalty.
5.4 Seller shall pay Avista any liquidated damages required by Section 5.3 withn five
business days of when A vista presents any bilings for such liquidated daages to Seller or the
15th of the month, whichever is later. Seller's failure to pay Delay Liquidated Damages withn
the speified time wil be a material breach of ths Agreement.
5.5 Upon Avista's request, Seller shall provide documentation and supportng data in
a form acceptable to A vista demonstrating its compliance with ths Section.
6. WID ENERGY FORECASTING
6.1 A vista, in its sole discretion, may perform wind energy forecasting ("Wind
Energy Forecasting"). In the event that A vista chooses to perform Wind Energy Foreasting,
A vista may pass the cost of such Wind Energy Forecasting on to the Seller in a maner
consistent with the Commssion's policy stated in Order No. 30500 issued in Case No. A VU-E-
07-02.
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6.2 In the event that A vista chooses to conduct Wind Energy Foreasting, the Seller
shall provide Avista and/or its consultat, at Seller's sole expense, any and all data from the
Facilty necessar to perform such Wind Energy Forecasting, including but not limited to system
control and data acquisition information.
6.3 In the event that A vista chooses to conduct Wind Energy Forecasting, A vista shall
provide Seller with wrtten notice of its intent to conduct such Wind Energy Forecasting.
7. SCHEDULING
7.1 Seller is responsible for supplying day(s)-ahead energy pre-schedules for eah hour.
Seller shal submit energy pre-schedules for the next Business Day by email, or by other mutually
agreed upon means, to Avista no later than 5:30 am on the Business Day immedately precedng
the day on which energy deliveries are to be made; provided, however, that for estimates of
deliveries on weekends and holidays (as defined by NERC), Seller and Avista shall follow
scheduling procedures in accordance with then current WECC stadad scheduling practices
with regard to multiple day scheduling.
7.2 Seller shall create an electronic tag (e.g., e-Tag) that reflects the day-ahead hourly
estimate no later than 2:00 pm on the Business Day imedately precedng the day on which
energy deliveries are to be made; provided, however, that for estiates of deliveries on weekends
and holidays (as defined by NERC), Seller and Avista shall follow scheduling procedures in
accordance with then current WECC stadad scheduling practices with regard to multiple day
scheduling.
7.3 The day-ahead estimate shall be provided for preschedule purposes and shall not
restrct Seller's right to submit revised hour-ahead schedules as provided herein.
7.4 At leat ninety minutes prior to the sta of each delivery hour during the delivery
Business Day, Seller shall provide Avista with an updated electronic tag that reflects the firm
schedule for that delivery hour. Seller shall pay any energy imbalance charges or penalties
imposed by the Transmission Entity on the delivery of the Deliverable Net Output to the Point of
Delivery.
7.5 Email contact information with regard to pre-scheduling and telephone contact
information with regard to generation level changes, interrptions or outages are specified in
Exhibit A, Communication and Reportng.
7.6 Should circumstaces change in the WECC or WECC sub-region, withn which
A vista operates its electrc system, dictate that scheduling protocols or timing of schedule
notifications need to conform, then the Paries agree to negotiate in good faith to a mutually
agree modification of this Section 7 as necessar.
8. PURCHASE PRICES AND PAYMNT
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8.1 Except when either Pary's performance is excused as provided herein, for the
Term of ths Agreement, Seller shall deliver all Deliverable Net Output from the Facilty to
A vista at the Point of Delivery or, if applicable, an Alternate Point of Delivery. For all
Deliverable Net Output delivered to A vista at the Point of Delivery or an Alternate Point of
Delivery, Avista shall pay the applicable rate specified in Sections 8.2, 8.3, and 8.4 of ths
Agreement.
8.2 Deliverable Net OutDut Equal to or Le Than the Intial Capacity
Determination. For all Deliverable Net Output delivered to A vista at the Point of Delivery or at
an Alternate Point of Delivery for each hour that is not Test Energy or Excess Energy, Avista
shall pay the applicable avoided cost rate based upon the On-Peak or Off-Pea Avoided Cost
Rates For Non-Fueled Projects Smaller Than Ten Average Megawatts - Non-Levelized in effect
on the Effective Date ("A voided Cost Rates" or "Base PUR A rate"), less the Wind Integration
Charge plus the Wind Integration Credt, as specified in Exhibit E ("Net A voided Cost Rates" or
"Net PUR A rate"). The Net A voided Cost Rates to be paid under ths section are specified on
page 4 of Exhbit E.
8.3 Excess Energy. Excess Energy is Deliverable Net Output, expressed in MW,
which Seller delivers to A vista at the Point of Delivery or at an Alternate Point of Delivery that
exceeds 10 aM for that Calendar Month. Avista wil tae all Excess Energy, but Avista wil
not pay for any Excess Energy.
8.4 Test Energ. Test Energy is Deliverable Net Output produced by the Facilty
during Sta-Up Testing and delivered to Avista at the Point of Delivery. Seller shall sell all Test
Energy produced by the Facility to A vista and A vista shall purchase at 50 percent of the Market
Energy Prce or 50 percent of the applicable A voided Cost Rate speified in Exhbit E,
whichever is less, all such Test Energy that is delivered to the Point of Delivery or an Alternate
Point of Delivery.
8.5 Payments to Seller. Avistaßhall prepare and submit to Seller monthy
statements during the Term of the Agreement based upon Deliverable Net Output delivered to
A vista during the previous month. Payments owed by A vista shall be paid no later than the 15th
day of the month following the end of the monthly biling period or five days afer the receipt of
a monthly statement, whichever is later. If the due date falls on a non-Business Day, then the
payment shall be due on the next Business Day.
8.6 Payments to A vista and Right of Set OtT. If Seller is obligated to make any
payment or refund to A vista, Seller agrees that A vista may set off such payment or refund
amount against any current or future payments due Seller under ths Agreement. If A vista does
not elect to set off, or if no current or futue payment is owed by A vista, A vista shal submit an
invoice to Seller for such payments. Seller shall pay Avista no later than the 15th day of the
month following the end of the monthly billng period or five days afer the receipt of a monthy
statement, whichever is later. If the due date falls on a non-Business Day, then the payment shall
be due on the next Business Day.
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8.7 Interest. In addition to the remedies set fort in Section 17 of this Agreement,
any amounts owing after the due date specified in Sections 8.5 and 8.6 wil be subject to interest
in the amount of one and one hal percent (1.5%) per month, not to excee the maximum rate
allowed by the law, multiplied by the unpaid balance.
8.8 Wire Transer. All payments shall be made by ACH or wire transfer in
accordance with furter agreement of the Pares.
9. SECURITY
9.1 Insurance. Pror to operating the Facility, Seller, at its own cost, shall obtai and
maintan the following insurace in force over the term of ths Agreement and shall provide
certficates of all insurance policies. All insurace policies required to fulfll the requirements of
this Section 9 shall include language requirng that any notice of cancellation or notice of change
in policy terms be sent to Avista by the insurance careres) at least sixty days prior to any change
or termnation of the policies.
9.1.1 General LiabUitv. Seller shall car commercial general liabilty
insurace for bodly injury and property damage with a minimum lit equal to
$2,00,000 for each occurrence. The deductible shall not excee the Seller's financial
abilty to cover claims and shall not be greater than prevailing practices for similar
operations in the State of Idaho.
9.1.2 Propert. Seller shall car all-risk property insurance for repai or
replacement of the Facilty. The limit of property insurace shall be suffcient to restore
operations in the event of reasonably foreseeable losses from natu, operational,
mechancal and human-caused perils. The deductible shall not excee the Seller's
financial abilty to fund the cost of losses and shall not be greater than prevailing
practices for similar operations in the State of Idaho.
9.1.3 Qualifying Inurance. The insurance coverage requir by ths Section 9
shall be obtaned from an insurance company reasonably acceptable to A vista and shall
include an endorsement namng A vista as an additional insured and loss payee as
applicable.
9.1.4 Notice of Loss or Lapse of Insurance by Seller. If the insurace
coverage required by ths Section 9 is lost or lapses for any reason, Seller wil
immediately notify A vista in wrting of such loss or lapse. Such notice shall advise
A vista of (i) the reason for such loss or lapse and (ii) the steps Seller is tang to replace
or reinstate coverage. Notice provided by the insurr required by Section 9.1 shall not
satisfy the notice requirement of ths Section and Seller's failure to provide the notice
required by this Section and/or to promptly replace or reinstate coverage wil constitute a
material breach of ths Agreement.
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9.2 Ongoing Security for Performance. For the Term of ths Agreement, Seller wil
provide A vista with the following:
9.2.1 Insurance. Upon Avista's reuest, Seller shall provide Avista evidence of
compliance with the provisions of Section 9.1. If Seller fails to comply, such failur wil
be a material breach and may only be cured by Seller promptly supplying evidence that
the required insurance coverage has been replaced or reinstated.
9.2.2 Engineer's Certfication. Every thee year after the Commercial
Opration Date, Seller wil supply A vista with a Certfication of Ongoing Operations and
Maintenance from a Registered Professional Engineer licensed in the State of Idaho the
state in which the Facilty is located, which certfication shall be in the form specified in
Exhbit B. Seller's failure to supply the certficate required by ths Section 9.2.2 wil be a
material breach that may only be cure by Seller promptly providing the requied
certficate.
9.3 Licenses and Permts. During the Term of ths Agreement, Seller shall maintan
compliance with all permts and licenses described in Section 3.2 of ths Agreement. In addition,
Seller wil obtan, and supply A vista with copies of, any new or additional permts or licenses
that may be required for Seller's operations. At leat every fift year afer the Commercial
Operation Date, Seller wil update the documentation described in Section 3.2. If at any time
Seller fails to maintan compliance with the permts and licenses described in Section 3.2 or ths
Section, or to provide documentation required by this Section, such failure wil be a material
breach of ths Agrement that may only be cured by Seller submittng to A vista evidence of
compliance.
10. CURTAILMENT. INTERRUPION OR REDUCTION OF DELIVRY
A vista may requir Seller to curtl, interrpt or reduce delivery of Deliverable Net
Output if, in accordance with Section 11.2, A vista determnes that curtailment, interrption or
reduction is necessar because of a Force Majeure event or to protect persons or property from
injury or damge, or because of emergencies, necessar system maintenance, system
modfication or speial operating circumstaces. A vista shall use commercially reasonable
efforts to keep any period of curtlment, interrption, or reduction to a mimum. In order not
to interfere unreasonably with Seller operations, A vista shal, to the extent practical, give Seller
reasonable prior notice of any curtailment, interrption, or reduction, the reason for its
occurrence and its probable duration. Seller understads and agrees that A vista may not be able
to provide notice to Seller prior to interrption, curtlment, or reduction of electrcal energy
deliveries to A vista in emergency circumstaces, real-time operations of the electrc system,
and/or unplaned events.
11. OPERATION
11.1 Communications and Reportng. A vista and the Seller shall maintan
appropriate operating communications though the Communicating and Reportng Guidelines
specified in Exhbit A.
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11.2 Excuse From Acceptance of Delivery of Energ.
11.2.1 A vista may curtl, interrpt, reduce or suspend delivery, receipt or
acceptace of Deliverable Net Output if A vista, in its sole discretion, reasonably
determnes that such curtailment, interrption, reduction or suspension is necessar,
consistent with Prdent Utility Prctice, and that the failure to do so may:
(a) endager any person or property, or Avista's electrc system, or any
electrc system with which Avista's system is interconnected;
(b) cause, or contrbute to, an immnent signficant disruption of electrc
service to Avista's or another utility's customers; or
(c) interfere with any constrction, instalation, inspetion, testing, repai,
replacement, improvement, alteration, modfication, operation, use or
maintenance of, or addition to, Avista's electrc system or other property of
Avista.
11.2.2 A vista shall promptly notify Seller of the reaons for any such curtlment,
interrption, reduction or suspension provided for in Section 11.2. A vista shall use
reasonable effort to lit the duration of any such curtlment, interrption, reduction or
suspension. Any curtlment, interrption, reduction or suspension provided for in
Section 11.2 shall not count against Seller in the calculation of the MAG under Section 5
of ths Agreement.
11.3 Scheduled Outage. On or before December 15 prior to each calendar year, Seller
shall submit a wrtten proposal of Scheduled Outages for the upcoming calendar year. Such
written proposal of Scheduled Outages shall contain the percentage of hours in each calendar
month where the Facility is expeted to be on Scheduled Outage. Seller may update the anual
Scheduled Outages proposal periodcally. The Seller in no instace may change Scheduled
Outages for the current or following 2 calendar months. A vista and Seller shall mutually agree
as to the acceptabilty of the proposal and any updates or changes to the proposal. The Pares'
determnation as to the acceptabilty of Seller's timetable for Scheduled Outages shall tae into
consideration Prdent Utility Practices, Avista's system requirments and Seller's preferred
schedule. Neither Pary shall unreasonably withold acceptace of the proposed Scheduled
Outages. The Pares shall cooperate in determning mutually acceptable times for Scheduled
Outages.
11.4 Seller's Risk. Seller shall design, constrct, own, operate and maintan the
Facilty at its own risk and expense in compliance with all applicable laws, ordinances, rules,
regulations, orders and other requirements, now or hereafer in effect, of any governenta
authority.
11.5 A vista's Right to Inspect. Seller shall permt A vista to inspect and audit the
Facilty, any related production, delivery and scheduling documentation or the operation, use or
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maintenance of the Facilty at any reasonable tie and upon reasonable notice. Seller shall
provide A vista reasonable advance notice of any Facilty test or inspection penormed by or at
the dition of Seller.
11.6 SeDer Obligations in Accordance with Prdent Utility Prctices. Seller shall
own, operate and maintan the Facility and any Seller-owned Interconnection Facilties so as to
allow reliable generation and deliver of Deliverable Net Output to A vista for the full Ter of the
Agrment, in accordce with Prdent Utity Prtices.
12.0 INTERCONNCTION AND TRASMISSION
12.1 If Seller is interconnecting its Facilty to Avista's electrcal system, Seller shall
design, constrct, instal, own, operate and maintan all Interconnection Facilties so as to allow
safe, reliable generation and delivery of electrc energy to A vista for the full term of the
Agreement. If applicable, prior to the commencement of the first delivery of Deliverable Net
Output, Seller and A vista shall execute an Interconnection Agreement. If Seller is
interconnecting its Facilty with a Transmittng Entity other than A vista, Seller shall make all
necessar argements and pay all costs to interconnect its Facilty with the electrcal system of
such Trasmittng Entity.
12.2 If Seller is not interconnecting its Facilty to Avista's electrcal system, Seller
shall, arge for and pay for all costs associated with transmission, losses, and Ancilar
Services and shall provide A vista with copies of all executed Transmission Agreements in a form
reasonably satisfactory to A vista, providing for the fir transmission of Deliverable Net Output
from the Facilty to the Point of Delivery for the Term of ths Agreement. Seller shall not
consent to any modfication of any firm Transmission Agreement without Avista's advance
written approval, which approval shall not be unreasonably witheld.
12.3 In the event that Seller is required to curtl, interrpt or reduce delivery of
Deliverable Net Output to the Point of Delivery, Seller shall arange at its own expense to deliver
Deliverable Net Output to a seconda point of delivery ("Alternate Point of Delivery"), and
Avista shall use reasonable commercial efforts to accept Deliverable Net Output at such
Alternate Point of Delivery.
12.5 The termnation, cancellation or expiration of any Trasmission Agreement
requir to deliver electrc energy to A vista under ths Agreement shall constitute a material
breach of ths Agreement, and A vista may termnate the Agreement by giving Seller wrtten
notice of such termnation which shall be effective upon written notice of such termnation,
cancellation or expiration of the applicable Trasmission Agrement.
12.6 Seller shall be responsible for any and all costs and expenses related to
transmission of the Deliverable Net Output to the Point of Delivery under ths Agreement,
including but not limited to Ancilar Services and any costs or expenses incurred by A vista
resulting from the Transmission Agreements including, but not limited to, any charges,
reimbursable expenses or other amounts payable by A vista to any Transmittng Entity. Seller
shall defend, indemnfy and hold haress, A vista from all claims, losses, har, liabilties,
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damages, costs, and expenses including, but not limited to, reasonable attorneys' fees, arsing out
of any act or omission of Seller in connection with the Transmission Agrments, including, but
not limited to, any breach of or default under any of the Transmission Agreements by Seller.
13. FORCE MAJEURE
13.1 As used in ths Agreement, "Force Majeure" means any cause beyond the control
of the Seller or A vista which, despite the exercise of due diligence, such pary is unable to
prevent or overcome. Neither Pary shall be liable to the other Pary, or be considered to be in
breach of or default under ths Agreement, for delay in performance due to a cause or condition
beyond such Pary's reasonable control which despite the exercise of reasonable due diligence,
such Pary is unable to prevent or overcome ("Force Majeure"), including but not limited to:
(a) fire, floo, earquake, volcanc activity; court order and act of civil, milita
or governental authority; stre, lockout and other labor dispute; riot, insurrection,
sabotage or war; unanticipated electrcal disturbance originating in or trsmitted though
such Pary's electrc system or any electrc system with which such Pary's system is
interconnected; serial defects in wind turbine equipment resulting in a prolonged outage
based on mantenance protocols as diected by the manufacturer; or
(b) an action taen by such Pary which is, in the sole judgment of such Pary,
necessar or prudent to protect the operation, performance, integrty, reliabilty or
stabilty of such Pary's electrc system or any electrc system with which such Pary's
electrc system is interconnected, whether such actions occur automatically or manually.
Notwithstading anytng to the contrar in ths Agreement, changes in weather conditions that
do not cause substatial physical damage to the Facility that prevents the operation of all or par
of the Facilty, including changes in wind speed or other wind conditions, shall not constitute
Force Majeure under ths Agreement. Also, notwithstading anytng to the contr in ths
Agreement, equipment or mechancal breakdowns or failures of the Facilty shall not constitute
Force Majeure, unless such equipment or mechancal breakdown or failure is caused by an event
that is itself Force Majeure.
13.2 In the event of a Force Majeure event, the time for performance shall be extended
by a period of time reasonably necessar to overcome such delay. Avista shall not be required to
pay for Deliverable Net Output which, as a result of any Force Majeure event, is not delivere.
13.3 Nothng contaned in ths Section shall require any Pary to sette any stre,
lockout or other labor dispute.
13.4 In the event of a Force Majeure event, the delayed Pary shall provide the other
Pary notice by telephone or email as soon as reasonably practicable and written notice withn
fourteen days afer the occurrence of the Force Majeure event. Such notice shall include the
parcular of the occurrnce. The suspension of performance shall be of no greater scope and no
longer duration than is required by the Force Majeure and the delayed Par shall use its best
efforts to remedy its inabilty to perform.
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13.5 Force Majeure shall include any unforeseen electrcal disturbance that prevents
any electrc energy deliveries from occurrng at the Point of Delivery or Alternate Point of
Delivery.
14. INEMNTY
14.1 Each Pary shall defend, indemnfy and hold haress, the other Pary, its
directors, offcers, employees, and agents (as the "Indemntee") from and against all claims,
demands, causes of action, judgments, liabilties and associated costs and expenses (including
reasonable attorney's fees) to the extent arsing from or attbutable to the pedormance or non-
pedormance of that Pary's (as the "Indemntor") obligations under ths Agrment, including
but not limited to, damage to tagible property and boly injury or death suffered by any person
(including employees of Seller or A vista or the public), provided that:
(a) No Indemntee shall be indemnfied for any loss, liabilty, injur, or damage resulting
from its sole negligence, gross negligence, fraud or wilful misconduct; and
(b) The Indemntor shall be entitled, at its option, to assume and control the defense and
any settement of such suit.
Each indemnty set fort in ths Section is a continuing obligation, separate and independent of
the other obligations of each Pary and shall survive the expiration or termnation of ths
Agreement.
14.2 SELLER AND A VISTA SPECIFCALLY WARRNT THT THE TERMS
AND CONDITIONS OF THE FOREGOING INEMN PROVISIONS ARE THE
SUBJECT OF MUTUAL NEGOTITION BY THE PARTIES, AND ARE
SPECIFCALLY AND EXPRESSLY AGREED TO IN CONSIDERATION OF THE
MUTUAL BENEFITS DERID UNER TH TERM OF THE AGREEMENT.
14.3 EXCEPT AS EXPRESSLY PROVIED HEREIN, NEITHER PARTY
SHALL BE LIABLE UNER ANY PROVISION OF TIDS AGREEMENT FOR ANY
SPECIAL, INIRECT, INCIDENTAL, CONSEQUENTIA, OR PUNTIV DAMAGES,
INCLUDING BUT NOT LIMTED TO LOSS OF PROFIT, SAVIGS OR REVENU,
LOSS OF THE USE OF EQUIMENT, COST OF CAPITAL, OR COST OF
TEMPRARY EQUIMENT OR SERVICES, WHTHER BASED IN WHOLE OR IN
PART IN CONTRACT, IN TORT, INCLUDING NEGLIGENCE, STRCT LIAILITY,
OR ANY OTHER THEORY OF LIABILITY.
15. ASSIGNMNT
15.1 Seller shall not assign its rights or delegate its duties under ths Agreement
without the prior written consent of A vista, which consent shall not be unreasonably witheld.
Subject to the foregoing restrctions on assignents, ths Agreement shall be fully binding upon,
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inure to the benefit of and be enforceable by the Pares and their respective successors, heirs and
assigns.
15.2 Seller shall have the right, subject to the obligation to provide security specified in
Section 9, without Avista's consent, but with a thiry days prior written notice to Avista, to make
collateral assignments of its rights under ths Agreement to satisfy the requirements of any
development, constrction, or other reasonable long term financing. A collateral assignent
shall not constitute a delegation of Seller's obligations under this Agrment, and this Agreement
shall not bind the collateral assignee. Any collateral assignee succeeding to any porton of the
ownership interest of Seller shall be considered Seller's successor in interest and shal thereaer
be bound by ths Agreement.
16. NO UNSPECIFD THI PARTY BENEFICIARIS
There ar no thd pary beneficiares of ths Agreement. Nothng contaned in ths
Agreement is intended to confer any right or interest on anyone other than the Pares, and their
respetive successors, heirs and assigns permtted under Section 15.
17. DEFAULT AND TERMATION
17.1 In addition to any other breach or failure to perform under ths Agreement,
including without limitation failure to deliver Deliverable Net Output when scheduled or in the
amounts required by this Agreement that is not otherwise excused under ths Agreement, each of
the following events shall constitute a Default:
(a) Seller abandons the Facilty;
(b) The Facilty ceases to be a Qualfying Facilty;
(c) A Pary becomes insolvent (e.g., is unable to meet its obligations as they
become due or its liabilties exceed its assets);
(d) Seller makes a genera assignent of substatially all of its assets for the
benefit of its credtors, fies a petition for banptcy or reorganzation or seeks other
relief under any applicable insolvency laws;
(e) Seller has fied against it a petition for banptcy, reorganzation ør other
relief under any applicable insolvency laws and such petition is not dismissed or stayed
withn sixty days afer it is fied;
(f) Seller is in default under any Agreement related to ths Agreement; or
(g) Termnation, cancellation or expiration of any Trasmission Agreement
required for Seller to deliver electrc energy to A vista under ths Agreement.
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17.2 Notice and Opportnity to Cure. In the event of a Default, the non-Defaulting
Pary shall give written notice to the Defaulting Pary of a Default in accordance with Section 30.
Except as provided in Section 17.1 (e), if the Defaulting Pary has not cured the breach withn
thiry days after receipt of such wrtten notice, the non-Defaulting Pary may, at its option,
termnate ths Agreement and/or pursue any remedy available to it in law or equity; provided
that, if a Default occurs under Sections 4.4, 4.5, 12.5, 17.1(a), and/or 17.1(g), Avista may
immedately termnate this Agreement without opportnity to cure, and such termnation shall
beome effective upon written notice of Default.
17.3 Additional Rights and Remedies. Any right or remedy aforded to either Pary
under ths Agreement on account of a Default by the other Pary is in addition to, and not in lieu
of, all other rights or remedes available to such Pary under any other provisions of ths
Agreement, by law or otherwise on account of the Default.
17.4 Damages. If ths Agreement is termnated as a result of Seller's Default afer the
Commercial Operation Date, Seller shall pay A vista, in addition to other damages, the positive
difference, if any, between the purchase price specified in Section 8.2 and the cost to replace the
Deliverable Net Output for twelve months beginnng on the date of the original Default, plus all
associated trsmission costs to A vista to acquire such replacement Deliverable Net Output.
18. DISPUTE RESOLUTION
Each Pary shall strve to resolve any and all differences during the term of the
Agreement though meetings and discussions. If a dispute canot be resolved withn a
reasonable time, not to excee thy days, each Pary shall escalate the unresolved dispute to a
senior offcer designated by each Pary. If the senior offcers are not able to resolve the dispute
withn ten Business Days of escalation then either Pary may either agree to mediate or arbitrte
the dispute or request a hearng before the Commssion.
19. RELEASE BY SELLER
Seller releases A vista from any and all claims, losses, har, liabilties, daages, costs
and expenses to the extent resulting from any:
19.1 Electrc disturbance or fluctuation that migrtes, diectly or indiectly, from
A vista's electrc system to the Facilty;
19.2 Interrption, suspension or curtlment of electrc service to the Facilty or any
other premises owned, possessed, controlled or served by Seller, which interrption, suspension
or curtlment is caused or contrbuted to by the Facilty or the interconnection of the Facilty
with any electrc system;
19.3 Disconnection, interrption, suspension or curtlment by A vista pursuant to
terms of ths Agreement or the Interconnection Agreement; or
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19.4 Disconnection, interrption, suspension or curtlment of trsmission service by
a Trasmitting Entity or any unforeseen cost or increase in costs to Seller imposed by a
Transmittng Entity.
20. GOVERNNTAL AUTHORITY
This Agreement is subject to the rules, regulations, orders and other requirements, now or
hereafter in effect, of all governmenta authorities having jurisdiction over the Facilty, ths
Agreement, the Pares or either of them. All laws, ordinances, rules, regulations, orders and
other requirements, now or hereafter in effect, of governenta authorities that are required to be
incorprated in agreements of this charcter are by ths reference incorprated in ths Agreement.
21. SEVERAL OBLIGATIONS
The duties, obligations and liabilties of the Pares under ths Agreement are intended to
be several not joint or collective. Ths Agreement shall not be interpreted or constred to create
an association, joint venture or parership between the Pares. Each Pary shall be individually
and severally liable for its own obligations under ths Agreement. Furter, neither Pary shall
have any rights, power or authority to enter into any agreement or undertakng for or on behalf
of, to act as to be an agent or representative of, or to otherwise bind the other Pary.
22. IMLEMENTATION
Each Pary shall promptly tae such action (including, but not limited to, the execution,
acknowledgement and delivery of documents) as may be reasonably reuested by the other Pary
for the implementation or continuing performance of ths Agreement.
23. NON-WAIVR
The failure of either Pary to insist upon or enforce strct performance by the other Pary
of any provision of ths Agreement or to exercise any right under ths Agreement shall not be
constred as a waiver or relinquishment of such Pary's right to assert or rely upon any such
provision or right in that or any subsequent instace; rather, the same shall be and remain in full
force and effect.
24. AMENDMENT
No change, amendment or modification of any provision of ths Agreement shall be valid
unless set fort in a written amendment to ths Agreement signed by both Pares and
subsequently approved by the Commssion.
25. CHOICE OF LAWS AND VENU
Ths Agreement shall be constred and interpreted in accordance with the laws of the
State of Idaho without reference to its choice of law provisions. Venue for any litigation arsing
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out of or related to ths Agreement shall lie in the Distrct Court of the Fourt Judicial Distrct of
Idaho in and for the County of Ada.
26. HEADINGS
The Section headings in this Agreement are for convenience only and shall not be
considered par of or used in the interpretation of ths Agreement.
27. SEVERABILITY
The invalidity or unenforceabilty of any provision of ths Agreement shall not afect the
validity or enforceabilty of any other provision of ths Agrement, and ths Agreement shall be
constred in all respects as if the invalid or unenforceable provision were omitted.
28. COUNTERPARTS
Ths Agreement may be executed in two or more counterpars, each of which shall be
deemed as an original, and together shall constitute one and the same document.
29. TAXS
Seller shall pay before delinquency all taes and other governmenta charges which, if
failed to be paid when due, could result in a lien upon the Facilty or the Interconnection
Facilties.
30. NOTICES
Unless otherwise specified, all wrtten notices or other communications required by or
provided under ths Agreement shall be mailed or delivered to the following addresses, and shall
be considered delivered when deposited in the US Mail, postage prepaid, by certfied or
registered mail or delivered in person:
to Avista:Dirtor, Power Supply
A vista Corporation
P.O. Box 3727
Spokae, VV A 99220
to Seller:(In)
Either Pary may change its designated representative to receive notice and/or addrss
specified above by giving the other Pary written notice of such change.
31. SURVIAL
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Rights and obligations which, by their nature, should survive termnation or expirtion of
this Agreement, wil remain in effect until satisfied, including without limitation, all outstading
financial obligations, and the provisions of Section 14 (Indemnty) and Section 18 (Dispute
Resolution).
32. ENTIR AGREEMENT
Ths Agreement, including the following exhbits which are attched and incorprated by
reference herein, constitutes the entie agrment of the Pares and supersedes all prior and
contemporaneous oral or written agreements between the Paries with respect to the subject
matter hereof.
Exhibit A
Exhibit B
Exhbit C
ExhbitD
Exhbit E
Exhbit F
Exhbit G
Exhbit H
Exhbit I
Communications and Reportng
Independent Engineering Certfications for Constrction Adequacy for a
Qualifying Facilty and Oprations and Maintenance Policy
Facilty and Point of Delivery
Trasmission Agreement
Rates
Intial Expeted Energy
Project Description
Sample Availabilty Factor Calculation
Intial Capacity Determnation Documentation
IN WITNESS WHREOF, the Pares have caused ths Agreement to be executed by
their duly authorized representatives as of the date set fort below.
SELLER
By:
Printe Name:
Title:
Date:
A VISTA CORPRATION
By:
Prnted Name:
Title:
Date:
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Exhibit A
Communication and Reportng
(1) Email communications between Seller and A vista shall be submitted to:
A vista: kim.mattern (g avistacorp.com; or
dae. hubbard (g avistacorp.com
Seller:
Alternate:
(2) All oral communications relating to electrc energy scheduling, generation level changes,
interrptions or outages between Seller and A vista wil be communicated on a recorded line as
follows:
(a) Pre-Schedule (5:30 am to 12:00 noon on Business Days):
A vista Pre-Scheduler: [phone]
Alternate Phone: [phone]
Seller:
Alternate Phone:
(b) Real-Time Schedule (available 24 hours a day)
Avista Real-Time Scheduler: [phone]
Seller:
Alternate Phone:
(3) Either Pary may change its contact information upon wrtten notice to the other Pary.
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ExhbitB
Independent Engineering Certifcation for
Construction Adequacy for a Qualifying Facilty
1. I, am a licensed professional engineer registered to
practice and in good stading in the State of . I have substatial experience in the design,
constrction and operation of electrc power plants of the same typ as
(Title of QF) site at
County, State of
in
(the "Facilty").
2. I have reviewed and/or supervised the review of the constrction in progress and
of the completed Facility and it is my professional opinion that said Facilty has ben designed
and built according to appropriate plans and specifications beag the words "CERTIFD FOR
IDAHO P.U.c. SECURIT ACCEPTANCE" and with the stap of the certfying licensed
professional engineer of the design, and that the Facility was built to commercially acceptable
standards for ths typ of facilty.
3. I have no economic relationship to the designer or owner of said Facilty and have
made my analysis of the plans and speifications independently.
4. I hereby CERTIFY that the above statements are complete, tre, and accurate to
the best of my knowledge and I therefore set my hand and seal below.
Signed and Sealed
DATE:
SIGNATU:
PRID NAME:
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Independent Engineering Certfication for
Operations and Maintenance Policy for a Quaifying Facilty
1. I, am a licensed professional engineer registered to practice
and in goo stading in the State of . I have substantial experience in the design,
constrction and operation of electrc power plants of the same typ as
(Title of QF) sited atin County, State of (the "Facility").
2. I have reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M Policy") for the Facility and it is my professional opinion that, provided
said Facility has been designed and built to appropriate stadards, adherence to said O&M Policy
wil result in the Facility's producing at or near the design electrcal output, effciency, and
capacity factor for twenty years, barng unforeseeable Force Majeure.
3. I have no economic relationship to the designer or owner of said Facilty and have
made my analysis of the plans and speifications independently.
4. I have supplied the owner of the Plant with at least one copy of said O&M Policy
bearng my Stap and the words "CERTID FOR IDAHO P.U.c. SECURITY
ACCEPTANCE" on each sheet thereof.
5. I hereby CERTIF that the above statements are complete, tre, and accurate to
the best of my knowledge and I therefore set my hand and seal below.
Signed and Sealed
DATE:
SIGNATU:
PRID NAME:
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ExhibitC
Facilty and Point of Delivery
Description of the Facilty:
Seller's Facility is describe as (project name J and consists of:
Loction:
Seller's Facilty is located:
Point of Delivery:
The Point of Delivery between the Trasmitting Entity and Avista's system wil be:
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ExhibitD
Transmission Agreement
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Exhibit E, Page 1
Rate
A voided Cost Rate For Non-Fueled Projects Smaller Than Ten Average Megawatt - Non-
Leveliz
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Exhibit F
Initial Expte Energ
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ExhibitG
Prject Decription
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ExhibitH
Sample A vailabllty Factor Calculation
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Exhibit I
Initial Capacity Determination Documentation
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3
4
5
6
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8
9
10
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21
POWER PURCHASE AGREEMENT
BETWEEN
Mariah Wind, LLC
AND
A VISTA CORPORATION
TABLE OF CONTNTS
TITLE
DEFINITIONS
WARRNTIES
CONDITIONS PRIOR TO COMMRCIAL OPERATION
TERM OF AGREEMENT AN COMMRCIA OPERATION
DATE
MECHACAL AVAIABILITY GUARTEE
~ ENERGY FORECASTING
SCHEDULING
PURCHASE PRICES AN PAYMNT
SECURITY
CURTAIMENT, INTERRUPTION OR REDUCTION OF
DELIVERY
OPERATION
INTERCONNCTION AN TRASMISION
FORCE MAJEURE
INDEMNITY
ASSIGNMENT
NO UNSPECIFD THI PARTY BENEFICIAS
DEFAULT AN TERMIATION
DISPUTE RESOLUTION
RELEASE BY SELLER
GOVERNMENTAL AUTORI
SEVERAL OBLIGATIONS
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22 IMPLEMENTATION23 NON-WAIVR
24 AMENDMENT
25 CHOICE OF LAWS AN VENU
J) HEADINGS
27 SEVERABILITY
28 COUNTERPARTS29 TAXES
30 NOTICES31 SURVIVAL
32 ENTIR AGREEMENT
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
ExhibitH
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POWER PURCHASE AGREEMENT
Th Agrent is mae by and beee A vist Corpraon, a Washin corpraon
("Avista"), and Mariah Wind LLC a Oregon LLC ("Seller"). Avista and Seller are
someties referred to individualy as a "Par" and collectively as the "Pares."
RECITALS
WHAS, Seller wi degn cons own ope an mai a 10 megwa
electrc power generatig facility ("Facilty") at Lexington, OR as more fuly described in
ExhbitG;
WHREAS, Seller wi opera the Facility as a QufYin Facilty, as defied by the
Public Utility Reguatory Policies Act of 1978 ("PUR A"); and
WHREAS, Seller wi deliver and sell and A vist wi purhae, elecc ener
generated from the Facility subject to the terms of ths Agrment.
NOW, TIREFORE, in consideration of the mut agents set fort herein the
Pares age as follows.
i DEFINITIONS
Excet as otherwse defied in ths Agrment, whenever us in th Agren and
exhbits hereto, the followig terms shal have the following meangs:
1.1 "Agreement" means ths Power Puchae Agrment, including all exhbits, and
any wrttn amendments.
1.2 "Alternate Point of Delivery" shall have the meang provided in Section 12.3
of ths Agrent.
1.3 "Avoided Cost Rates" or "Base PUR A rate" shall have the meang provided
in Section 8.2 of ths Agrement.
1.4 "aMW" mean average megawatts). An averae megawatt is calculated by
dividig the tota generaon in MW over a given period of tie (e.g., a calenda month) by the
number of hour in that period of tie.
1.5 "Ancilary Servces" means those services that are necessar to support the
trmission of capacity and energy frm resoures to load whle maitang reliable operaon
of the electrcal systms in accordce with Pruent Utility Practices and any existg or fu
WECC requients.
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1.6 " Availabilty Factor" shall equa the rato of the availabilty of all tubines (the
"Numemtor") as compar to the planed availability adjus for Force Majeur and Schedule
Outaes (the "Denomintor"). The Numemtor shall be calculate by tag the number of hour
for which each tubine is available multiplied by its nameplate capacity mtig and summing
these resultig values for al tubines in the Facilty. The Deomir sha be caculat as the
naeplate capacity rag for each tuine multiplied by the result of the tota numbe of hour in
the Caenda Month less Scheduled Oue hour dur the Calenda Month less Forc Majeur
hour durg the Calenda Month for each tubine and suming these resultig values for all
tubines in the Facilty. Accordly the formula that will be applied to calculate the Availability
Factor is:
Avaiabilty =
Factor -(naeplat capaity for each tuine * number of hour such tubine
wa available dur the Calenda Month
.( naeplat caity for each tuine (tota hour in the Calenda
Month - Force Majeur hour - Scheduled Oue hours))
A sample calculation is atthed as Exhbit H to ths Agreement for ilustrtive purses only.
1.7 "Balancing Authority Area" mean an electrcal system or systems bounded by
inrcnnection metri and telemet, capable of contrlli genemtion to maita its
interchage schedule with othr Balancin Autority Ar and contrbut to :fuecy
reguaton of the intercnnecon. A Balancing Autority Ar mus be certfied by the
applicable reliability council (such as WECC or other reliability council).
1.8 "Business Day" mean every day other tha a Satuy or Sunday or a national
holiday. Nationa holidays shall be those holidays observed NERC.
1.9 "Commercial Operation" means the Facilty is fully operational and reliable, is a
Qualified Facility and Seller has fulfiled al of the conditions reuird by Section 4.2 of the
Agreement.
1.10 "Commercial Operation Date" mean the day followig the date that the
Facilty:f achieves Commercial Opraon.
1.11 "Commission" means the Idaho Public Utilities Commission, or its successor.
1.12 "Delay Liquidated Damages" means the daages payable to A vista due to
Seller's faiur to achieve Commerial Opraon by the Scheduled Opon Dat as set out in
Sections 4.3 and 4.4 of ths Agrment.
1.13 "Delay Period" means all hours withn a given calenda month for all month
and paral month past the Scheduled Operation Date until Seller's Facilty achieves
Commercial Operaon.
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1.14 "Delay Price" means the positive difference, if any, of the Market Energy Price
minus the Net Avoided Cost Rate applicable for the Delay Period as specified in Section 8.2 of
ths Agreement. If ths calculation results in a value less th 0, the result of ths calculation will
be O.
1.15 "Deliverable Net Output" mean Net Outut less any applicable Losses and
other applicable adjusents associate with the trmission of ener frm the Point of
Interconnection to the Point of Delivery or to an Alternate Point of Delivery, if any.
1.16 "Effective Date" sha have the meang provided in Section 4 of ths
Agrment
1.17 "Excess Energ" sha have the meang provided in Section 8.3 of ths
Agrent.
1.18 "Facilty" mean the electrc energy generating facilities, including all equipment
and strctus necessar to generate and supply electrc energy, more parcularly described in
ExhbitC.
1.19 "Facilty Servce Power" mean the electrc energy generated and used by the
Facility durg its operation to operate equipment tht is auxliar to priar generation
equipment includig, but not limite to, pumping, generator excitation, cooling or other
operations related to the production of electrc energ by the Facilty.
1.20 "Force Majeure" shal have the meang provided in Secon 13 of ths
Agrment.
1.21 "FERC" means the Federal Energy Reguatory Commission, or its successor.
1.22 "Independent Engineerig Certfication" means certfications detailed in
Section 3.4 prvided by a prfessiona engiee regitere in Idao or the st in whch the
Facilty is locate who ha no di or indi legal, or equitale ownerhip intere in the
Facility.
1.23 "Initial Capacity Determination" shall have the meanng provided in Section
3.5 of th Agrement.
1.24 "Initial Expected Energ" shal have the meang provided in Section 3.6 of ths
Agrement.
1.25 "Interconnection Agreement" means, as applicable, the agreement between
Seller and A vista or Seller and a Trasmittng Entity that is providing interconnection service
whch govern how the Net Ouut is delivere to Avist's or the Tramittg Entity's electrcal
system at the Point of Interconnection durg the Term of ths Agreement.
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1.26 "Interconnection Facilties" means, if applicable, all facilities required to
connect the Facility to the Point ofInterconnection, including connection, transformation,
switching, relaying and safety equipment. Interconnection Facilities shall also include all
telemetr, meterig, cellular telephone, and/or communicaton equipment required under ths .
Agreement regardless of location.
1.27 "Losses" meas the loss of electrical energy expressed in kilowatt hours (kWh)
occuring as a result of the transformation and transmission of energy between the Point of
Interconnection and the Point of Delivery.
1.28 "MW" means megawatt. One thousand kilowatts equals one megawatt.
1.29 "MWh" means megawatt-hour. One thousad kilowatt-hours equals one
megawatt-hour.
1.30 "MAG Shortall" shall have the meaning provided in Section 5.2 of this
Agreement.
1.31 "Market Energ Price" means the monthly weighted average, based on daily
on- and off-peak Net Output, of the daily On- and Off-Peak Dow Jones Mid-Columbia Firm
Index (Dow Jones Mid-C Fir Index) prices for fi energy.
1.32 "Mechanical Availabilty Guaranty" or "MAG" shall have the meaning
provided in Section 5.1 of this Agreement.
1.33 "Nameplate Capacity Rating" means the maximum generating capacity of the
Facility, as determined by the manufactuer, and expressed in kilowatts (kW).
1.34 "NERC" means the Nort America Electrc Reliability Corporation or its
successor.
1.35 "Net Avoided Cost Rates" or "Net PUR A rate" shall have the meaning
provided in Section 8.2 of this Agreement.
1.36 "Net Output" means the electic power generated by the Facility less Facility
Service Power that is delivered to the Point ofInterconnection, expressed in kilowatt-hours.
1.37 "Off-Peak" means all hours other than On-Peak hours.
1.38 "On-Peak" means the hour ending 0700 though 2200 Pacific Prevailing time,
Monday though Sunday, excluding national holidays.
1.39 "Operating Year" means each 12-month period from Januar 1 though
December 31.
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1.40 "Point of Delivery" means the location, as specified in Exhbit C of ths
Agrment, where the elecc energ pruc by the Facility is delivere to A vist's elecca
system.
1.41 "Point of Interconnecon" mea the high voltae side of Seller's stp-up
trformer at the point of intercnnection between Seller's Facility and the Tramitt
Entity's electrc system, which is commonly referred to as the "busbar."
1.42 "Prudent Utity Practices" means the practices, methods, and acts commonly
and ordinarly used in electrcal engineering and operations by a signficant porton of the
electrc power generation and trmission industr, in the exercise of reasonable judgment in
the light of the facts known or th should have ben known at the tie a deision was mad, tht
would have been expected to accomplish the desir result in a maner consistnt with law,
reguation, reliability, safety, environmenta protetion, economy, and expetion.
1.43 "Qualifying Facilty" or "QF" mean a generating facility which meets the
reuiments for "QF" sttu under PURA and par 292 ofFERC's Reguations, 18 C.F.R Par
292, and which has obtaed certfication of its QF statu.
1.44 "Scheduled Operation Date" mean the date specified in Section 3.1 when
Seller anticipates achieving the Commercial Opraon.
1.45 "Scheduled Outage" mean any outage which is scheduled by the Seller to
remove elecca or mechaca equipment frm servce for repa, replacment, maitenace,
safety or any other reaon, and which thereby liits the generati capabilty of the Facilty to
less th the Initial Capacity Determinaton.
1.46 "Start-Up Testig" means the sta-up tests required by the factory and/or Avista
tht prove that the Facilty is reliably proucing electrc energy.
1.47 "Term" shall have the meang provided in Section 4.1 ofthis Agreement.
1.48 "Test Energ" shall be the energy generd durg Sta-Up Testig and shal
have the meag provided in Section 8.4 of ths Agrment.
1.49 "Transmittng Entity" means any entity or entities that provide trmission
and/or interconnection serce to deliver electc energy frm the Facility to Avista's electrca
systm at the Point of Delivery , if applicable.
1.50 "Transmission Agreement" means any ageement(s) entered into between Seller
and a Tramittng Entity under which the Tramittng Entity shall provide firm trsmission
and any necssar Ancilar Services to facilitate deliveries hereunder from the Facility to Point
of Delivery for the Term of ths Agrement. The Tramission Agreement(s) is atthed hereto
as ExhbitD.
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1.51 "WECC" means the Western Electrcity Coordinating Councilor its successor.
1.52 "Wind Energy Forecasting" shall have the meanng provided in Section 6 of
ths Agreeent
1.53 "Wind Integration Charge" shal mean a wid integration chare up to the wid
integron chage autorid by the Commssion in Orer No. 30500, or any relacement wid
integrtion charge authoried by the Commission. The Wind Integrtion Charge applicable to
ths Agrement is speified in Exhbit E.
2. WARRANTIES
21 No Warranty by Avista. Avist makes no warties, expressed or implied,
regarg any aspet of Seller's design speifications, equipment or facilities, includg, but not
limite to, saety, durbility, reliability, strngt capaity, adequacy or ecnomic feaibilty, and
any review, acceptace or failur to review Sellets design, specifications, equipment or Facilty
shall not be an endorsement or a confation by A vista. A vist assumes no responsibilty or
obligation with regard to any NERC and/or WECC reliability stadard associated with the
Facilty or the delivery of electrc energ from the Facilty to the Point of Delivery .
2.2 SeDer's Warranty. Seller warants and represents that: (a) Seller has
investgated and determined that it is capable of pedormg and will pedorm the obligations
hereunder and ha not relied upon the advice, experience or expertse of A vista in connection
with the transactions contemplated by ths Agreement; (b) all professionals and experts
including, but not limite to, engieers, attorneys or accountats, th Seller may have consulted
or relied on in undertg the tractions contemplated by ths Agreement have been solely
those of Seller; (c) Seller will comply with all applicable laws and regulations and shall obtain
and coniply with applicable licenses, permits and approvals in the design consction, operation
and maitenance of the Facility; and (d) the Facility is, and durg the Term of ths Agrement
will remai a Quaifying Facilty as that term is used in 18 C.F.R Par 292. Seller's failur to
mainta Quaifying Facility sttu will be a material breach of ths Agreement Avist reserves
the right to review the Seller's Quafying Facilty st and assoiat supprt and compliance
documents at anyte durg the Term of ths Agrement
3. CONDITIONS PRIOR TO COMMRCIA OPERATION
3.1. Time is of the Essence. Time is of the essence in the pedormance of ths
Agrment and Seller undersds and ages that A vista is relying on Seller to meet the
reuiments of Secon 42 on or before 0 ec 31! 201 2 (the "Scheduled Option Dat").
Seller undersds and agrees that A vista's acceptace of deliveries of energy from Seller is
contigent upon Seller fuly satfy each of the reuients in Section 42 of ths Agrement
prior to the Commercial Operation Date.
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3. Licenses. Permits and Approvals. Prior to Commercial Operation, Seller shall
submit to Avista written proof that all licenses, permits or approvals necessar for Seller's
operatons have been obtained frm applicable federal, state, trbal or local authorities, including,
but not limited to, evidence of compliance with Subpar B, 18 C.F.R. § 292.207, trbal, stte and
local business licenses, environmental permits, easements, leases and all required approvals by
the Commission. A vista and Seller shall cooperate in petitioning the Commission for any
requird approvals.
33 Opinion of CounseL. Prior to Commercial Operation, Seller shall subm it to A vista
an opinion letter signed by an attorney admitted to practice and in good standing in the state
where the Facility is located providing an opinion that Seller's licenses, permits and approvals as
set fort in Section 3.2 above are legally and validly issued, are held in the name of the Seller,
and based on a reasonable independent review, counsel is of the opinion that Seller is in
substatial compliance with said permits as of the date of such opinion letter. The opinion letter
wil be in a form acceptable to A vista and wil acknowledge that the attorney rendering the
opinion understads that A vista is relying on said opinion. Avista's acceptace of the form shall
not be unreasonably withheld.
3.4 Independent Engineering Certcations. Prior to Commercial Operation, Seller
shall submit to A vista applicable Independent Engineering Certfications for (a) Constction
Adequacy for a QualifYing Facility, and (b) Operations and Maintenance Policy for a QualfYing
Facility as described in Commission Order No. 21690. Each Independent Engineering
Certfication shall be signed by a licensed professional engineer in good stading submitted in a
form acceptable to A vist and wil acknowledge that the licensed professional engineer renderig
the opinion understands that A vista is relying on said opinion. A vista's acceptace of such forms
shall not be unreasonably witheld.
3.5 Initial Capacity Determination. Seller shall design and operate the Facilty in a
maner such that under normal design conditions the Net Output does not exceed 10 aMW in
any Calendar Month. Prior to Commercial Operation, Seller shall submit to A vista the
maxum hourly generation capabilty of the Facilty ("Initial Capacity Determintion"). Such
Initial Capacity Determination shall be determined either by use of the Nameplate Capacity
Rating or such other means acceptable to A vista and shal be documented and submitted to
Avista by Seller. Such documentation shall include the inormation listed in Exhbit i. Upon
reipt of Seller' s Initial Capacity Deton, A vi will review suh determon with a
reasonable time and, if acceptable to A vista A vista shall issue to Seller its wrtten approval of
the Initial Capacity Determination. If the Initial Capacity Determination submitted by Seller is
not acceptable to A vist A vist wil promptly notifY Seller that A vist will not accept its Intial
Capacity Determination. In such event, Avista shall engage, at Seller's sole expense, an
independent qualified consultat to determine the Initial Capacity Determination. Durg the
Term of ths Agrement, Seller shall not cause the capacity of the Facilty to be grater th the
Initial Capacity Determination by any means, including by addition, upgre, or replacement of
any wid tubine or tubines.
-9-
3.6 Initi Expected Energ. Upon execution of ths Agrement, Seller shall submit
estates of the ener, in MW the Seller exp the Facility to genemt for each month of the
first twelve months following Commercial Operation ("Initial Expected Energy"). Initial
Expected Energy shall be atthed to ths Agrement as Exhbit F.
3.7 Interconnection Agreement. Prior to Commercial Operation, Seller shall provide
A vist a copy of its Interconnection Agreement.
38 Ancilary Servces. In the event that the Facility is located outside of Avista's
Balcing Authori Area Seller shall be responsible at it sole expense for obtaing any and al
necessai Ancilai Seivices requird to deliver Deliverable Net Output to the Point of Delivery
consistent with applicable scheduling protocols. Seller shall demonstrte its compliace with this
Section prior to Commercial Operation.
3.9 Security. Prior to Commercial Opration, Seller shall submit to Avist evidence of
compliance with Secton 9, Securty.
3.10 Start-Up Testing. Avista agrees to tae all Test Energy generated by the Facility
durig Sta-Up Testig and delivere to the Point of Delivery, consistnt with Section 8.4 of this
Agreement. Prior to Commercial Operation, Seller shall submit to Avista evidence of completed
Sta-Up Testig.
3.11 Network Resurce Designation. Prior to Commercial Operation, Seller shall, if
requested by Avista provide to Avista all data required by Avista to enable the Facility to be
designated by A vista as a network resource.
3.12 Written Acceptance. Prior to Commercial Operation, Seller shall request and
obta from A vista written confiation that all conditions to acceptace of electrc energy have
ben fulflled. A vista shal use reonable commercial effort to promptl provide Seller wrttn
confiration that all conditions to acceptace of electrc energy have been fulfilled or provide
notice that such conditions have not been fulfiled.
4. TERM OF AGREEMENT AND COMMERCIAL OPERATION DATE
41 Ths Agrement shall be effective on the date last signed below or such other date
set by Commssion order (th "Effecve Dat'') and sha contiue for twenty yea af the
Commercial Opration Date (the "Term''), uness otherwse terminated as provided herein.
42 The Commercial Operation Dat may occur only upon or afr:
(a) all of the requirements in Section 3 of this Agreement are satisfied;
(b) Commssion apprval of ths Agrmen in a form acceptale to A vist has
ben reeived;
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(c) Seller ha demonste to A vist's sasfation tht the Facility is complet
and able to provide energy in a consistent, reliable, and safe maner;
(d) Seller has reuest in wrti a Commercial Opon Date frm A vist and
(e) Seller has received wrttn confation from Avista of the Commercial
Opration Date, which confaton will not be unasonably witheld by A vist
4.3 Seller shall cause the Facility to achieve Commercial Operation on or before the
Scheduled Operation Date. If the Commercial Operation Date occur afr the Scheduled
Opration Date, Seller shal pay A vist Delay Liquidad Damages. Delay Liquidated Damages
will be caculated monthy as follows:
Delay Liquida Damages ar equa to Intial Expte Ener as prvided in Exhbit F
multiplied by the Delay Period for the month multiplied by the calenda month's Delay
Prce. Accordgly, Delay Liquidate Damages shal be caculate usin the followig
formula:
Delay Liquidated Damages = Initial Expected Energy * Delay Period * Delay Price
4. Delay Liquidate Damages will be calculate puruat to Section 4.3 for a
maxum of 120 days past the Scheduled Operation Date. If the Facilty fails to achieve
Commercial Opraon with 120 days of the Scheduled Operation Date, Seller shal pay A vist
in addition to the Delay Liquidated Damages caculated under Section 4.3, Delay Liquidate
Damages calculate as follows:
The dollar amount deed renale by the Commssion multiplied by th
Intial Caity Deteon with the Inal Capity Determination Amount
bein measur in kilowatt.
Upon Commission approval of ths Agrment and A vist's approval of the Initial Capacity
Determination in accordance with section 3.5, Seller shal post liquid securty ("Delay
Securty") in the form of cash, lettr of credit, or other form acceptable to A vista equa to or
exceedg the dollar amount deeed renale by the Commssion multiplied by the Intial
Capity Determon with the Inti Capity Deteon being measured in kilowatt.
Failure of the Facility to achieve Commercial Operation withn 120 days of the Scheduled
Operation Date shall constitute a material breach of ths Agrment and, therefore, A vista may,
at its sole option, terminate ths Agrment.
4.5 Seller shall pay A vist any Delay Liquidate Damages with five business days
of when A vista presents any Delay Liquidated Damages billngs to Seller or the 15th of the
month whichever is latr. Seller's failur to pay Delay Liquidated Damages with the specified
tie will be a materal breach of ths Agrment.
4. The Pares agree that Avista will incur substtial daages if the Facilty fails to
achieve Commercial Operation by the Scheduled Operaon Date and tht the daages A vist
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would
incur due to such delay would be diffcult or impossible to predict or caculate with
cety, and th the Delay Liquida Damages ar an apprpriat apprxiaton of suh
daages and are not a penalty.
4.7 The Pares agee tht ths Agrement is a speial contrt and, as such, the rates,
terms and conditions contaned in ths Agrment will be consed in accordace with PUR A
and other applicable law. Ths Agrmen sha become:fy effective upn the Commission's
approval of all terms and provisions herein without chage or condition and declaron tht al
payments to be made to Seller hereunder shal be allowed as prudently incur expenses for
ratemakg purses.
5. MECHANICAL AVAILABILITY GUARANTEE
5.1 Seller gutees that the Facility will maita a monthy minum Availability
Factor of 85% ("Mechaca Availability Gu" or "MAG"). Af the Commercial
Opraon Dat, Seller mus demons its complian with ths Mechaca Avaiabil
Guate monthy durg the Term of the Agreement.
52 Liquidated Damages for MAG Shortfall. If the average Availabilty Factor of
the tubines in any given calendar month falls below 0.85, the resulting shortall shall be
expsed in MW as the "MAG Short." In suh cirumces, the MAG Short sha be
caculate by Seller in accordace with the followig formula:
MAG Shortal ((0.85 - Availability Factor) * Net Output)
Availability Factor
5.3 Ifa positive MAG Shortall occur in any given calenda month A vist in its sole
discretion, may reui Seller to pay to A vist liquida daages equa to the greater of (l) the
pruct of the MAG Shortal for tht Calenda Month multiplied by (the Delay Price, or (2) the
product of the MAG Shortall multiplied by $1.50; provided, however, for the first Calendar
Month in whch Commercial Opration ocur the MAG Shortall shall be prorate on the basis
of the number of days in the period from the Commercial Opration Date thugh to the end of
such Calendar Month. Each Par agees and acknowledges that (a) the damages that Avist
would incur due to the Facility's failure to achieve the MAG would be diffcult or impossible to
predict with certinty and (b) the liquidated damages contemplated by ths provision are a fair
and reasonable calculation of such daages and ar not a penalty.
5.4 Seller shall pay A vist any liquidad daages requi by Secon 5.3 with five
business days of when A vist prsents any bilings for such liquidad daages to Seller or the
15th of the month whichever is later. Seller's failure to pay Delay Liquidate Damages with
the speified tie will be a material breach of ths Agreement.
55 Upon Avista's request Seller shall provide documentation and supportg data in
a form acceptable to A vist demonstrtig its compliance with ths Section.
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6. WI ENERGY FORECASTING
61 A vista in its sole discretion, may perform wid energy foreastig ("Wind
Energy Foreasg"). In the event that Avist chooses to perform Wind Energ Foreg,
A vista may pass the cost of such Wind Energy Forecasting on to the Seller in a maner
consisent with the Commssion's policy stted in Orer No. 30500 issued in Case No. A VU-E-
07-02.
6.2 In the event tht A vista chooses to conduct Wind Energ Forecastig, the Seller
shal provide A vist and/or its consultat, at Seller's sole expense, any and all data from the
Facilty necssa to peorm such Wind Energ Fore, includ but not liite to syst
contrl and data acquisition inormation.
6.3 In the event tht Avista chooses to conduct Wind Energy Forecang, Avista shall
provide Seller with wrttn notice of its intent to conduct such Wind Energ Forecg.
7. SCHEDULING
7.1 Seller is responsible for sulying day(s )-ahea energ pre-schedules for eah hour.
Seller sha submt ener pr-schedules for th next Business Day by emai, or by other muty
agee upn mea, to Avistno latr th 5:30 am on the Business Day imedately precedg
the day on which energy deliveries are to be made; provided, however, that for estimates of
deliveries on weekends and holidays (as defined by NERC), Seller and Avista shall follow
scheduling procedures in accordace with then curent WECC stdard schedulng practices
with regar to multiple day scheduling.
7.2 Seller shal create an electronic ta (e.g., e- Tag) tht reflects the day-ahead hourly
estate no later than 2:00 pm on the Business Day immediatly preceding the day on which
energ deliveries ar to be made; providd, however, that for estates of deliveries on weekends
and holidays (as defied by NERC), Seller and Avist shal follow scheduling procedures in
accordce with then curnt WECC stda schedulg pratices with regard to multiple day
schedulg.
73 The day-ahead estate shall be provided for preschedule purses and shall not
restct Seller's right to submit revised hour-ahead schedules as provided herein.
7.4 At leat niety minutes prior to the sta of each delivery hour durg the delivery
Business Day, Seller shal provide Avista with an updted electrnic ta that reflects the firm
schedule for that delivery hour. Seller shall pay any energy imbalance charges or penalties
impose by the Trassion Entty on the deliver of the Deliverble Net Ouut to 1he Poin of
Delivery.
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7.5 Email contat inormation with regar to pre-scheduling and telephone contat
inormation with regar to generation level chanes, inteptions or outes ar specified in
Exhbit A, Comnnmicaton and Reportg. .
7.6 Should cirumstces change in the WECC or WECC sub-region, with wlch
A vist operates its elecc systm, dict tht schedulin prtols or tig of schedule
notications nee to conform then the Pares ag to negotiat in goo fath to a muty
agred modification of ths Section 7 as necessar.
8. PURCHASE PRICES AND PAYMENT
8. Except when either Par's performance is excused as provided herein for the
Term of ths Agrement, Seller shal deliver all Deliverable Net Outut from the Facility to
Avista at the Point of Delivery or, if applicable, an Alternte Point of Delivery. For all
Deliverable Net Outut delivere to A vi at the Point of Delivery or an Alte Point of
Delivery, Avist shal pay the applicale ra speified in Sections 8.2, 8.3, and 8.4 of ths
Agrment.
82 Deliverable Net Output Equal to or Less Than the Initial Capacity
Determination. For all Deliverable Net Outut delivered to A vist at the Point of Delivery or at
an Alternte Point of Delivery for each hour that is not Test Energy or Excess Energy, Avista
shall pay the applicable avoided cost rate based upon the On-Peak or Of-Peak Avoided Cost
Rates For Non-Fueled Projects Smaller Than Ten Average Megawatt - Non-Levelizd in effect
on the Effective Date ("Avoided Cost Rates" or "Base PUR A rate"), less the Wind Integrtion
Charge plus the Wind Integrtion Cret, as speified in Exhbit E (''Net Avoided Cost Rates" or
''Net PUR A rate"). The Net Avoided Cost Rates to be paid under ths section are specified on
page 4 of Exhbit E.
83 Excess Energ. Excess Energy is Deliverable Net Output, expressed in MWh,
wlch Seller delivers to A vist at the Point of Delivery or at an Alternate Poin of Delivery tht
exceeds 10 aMW for that Calenda Month. A vista will tae all Excess Energy, but A vista will
not pay for any Excess Energy.
8. Test Energ. Test Energy is Deliverable Net Outut produced by the Facility
durg Sta-Up Testg and delivere to A vist at the Point of Deliver. Seller shall sell all Test
Energy prouce by the Facility to Avist and A vist shall purhae at 50 percnt of the Market
Energy Price or 50 percent of the applicable Avoided Cost Rate specified in Exhibit E,
whichever is less, all such Test Energ that is delivered to the Point of Delivery or an Alternate
Point of Delivery.
8.5 Payments to Seller. A vista shall prepare and submit to Seller monthy
sttements durg the Term of the Agrment based upon Deliverable Net Outut delivered to
A vist durg the previous month Payments owed by A vist shal be paid no latr th the i 5th
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day of the month following the end of the monthy biling penod or five days afer the receipt
of a monthy statement, whichever is later. If the due date falls on a non-Business Day, then the
payment shall be due on the next Business Day.
8.6 Payments to Avista and Right of Set Off. If Seller is obligated to make any
payment or refud to A vista Seller agrees that A vista may set off such payment or refud
amount agait any curent or futue payments due Seller under ths Agreement. If A vista does
not elect to set off or if no curent or fu payment is owed by A vist A vista shal submit an
invoice to Seller for such payments. Seller shall pay A vista no later than the 15th day of the
month followig the end of the monty biling penod or five days afr the reipt of a monty
statement, whichever is later. If the due date falls on a non-Business Day, then the payment shal
be due on the next Business Day.
8.7 Interest. In addition to the remedies set fort in Section 17 of ths Agreement,
any amounts owig aftr the due date specified in Sections 8.5 and 8.6 will be subject to interest
in the amount of one and one half percnt (1.5%) per month not to exceed the maxum ra
allowed by the law, multiplied by the unpad balance.
8.8 Wire Transfer. All payments shal be made by ACH or wire transfer in
accordace with fuer agreement of the Pares.
8.9 Environmental Attibutes. The avoided cost rates contaed in Exhbit E of ths
Agrement compensate Seller only for the value of the energy and capacity provided by the
facilty. The avoided cost rates do not include any compensation to Seller for any environmenta
attbutes associated with the facility. Avista waves any clai to ownership of Environmenta
Attbutes, and waives any claim that such ownership passes to A vita pursuat energ and
capacity sales made under ths Agreement. Envirdnmenta Attbuts include, but ar not limite
to, Grn Tags, Green Certficates, Renewable Energy Crets (RCs), and Trable Renewable
Cerficates (TCs) diectly associate with the production of energy frm the Seller's Facility.
9. SECURITY
9.1 Insurance. Pror to operating the Facility, Seller, at its own cost shal obt and
mainta the followig insurce in force over the term of ths Agrement and shall provide
certcates of all insurce policies. All insurce policies requied to fufill the requiments of
ths Section 9 shal include langue requig tht any notice of cacellaton or notice of change
in policy terms be sent to Avist by the inurance carer(s) at least sixt days pnor to any change
or termination of the policies.
9.1.1 General Liabilty. Seller shall car commercial general liabilty
inurce for bodily injur and propert daage with a minum limit equa to
$1,000,000 for each occurnce. The deductible sha not excee the Seller's ficial
abilty to cover cla an sha not be gr th prvaig prtices for simar
operaons in the State ofIdao.
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9.1.2 Property. Seller shall car all-nsk propert insurce for repair
or replacement of the Facilty. The limit of propert insurance shal be sufcient
to restore opemtons in the event of renably foresele losses frm na,
opeona, mechaca and hinan-cus perils. The deducble sh not exce the
Seller's ficial ability to fìd the cost of losses and sha not be grr th
prvailig pmctices for similar operaons in the State ofIdao.
9.1.3 Qualifyng Insurance. The insurance coverae required by ths
Section 9 shall be obted frm an inurce company reasonably acptle to
A vist and shal include an endoren nag A vi as an adon in an
loss payee as applicable.
9.1.4 Notice of Loss or Lapse oflnsurance by Seller. If the insurance
coverage requi by ths Section 9 is lost or lapses for any reason, Seller will
immediately notify A vista in wrting of such loss or lapse. Such notice shall advise
A vista of (i) the reason for such loss or lapse and (ii) the steps Seller is tag to replace
or reintate coverae. Notice provided by the insurr requir by Section 9.1 shal not
sasfy the notice reuiment of ths Section and Seller's failure to provide the notice
reui by th Secon and/or to prompty replac or rein covere will constu a
material breach of th Agrment.
9. Ongoing Security for Penormance. For the Term of ths Agreement, Seller
will provide Avist with the followig:
9.2.1 Insurance. Upon A vist's reuest Seller shal provide Avist evidence of
compliance with the provisions of Section 9.1. If Seller fails to comply, such failur will
be a material breach and may only be cured by Seller promptly supplying evidence tht
the reuid insurce coverae ha been replaced or reintated.
9.2.2 Engineer's Certification. Every three years after the Commercial
Operation Date, Seller wil supply A vist with a Certcaon of Ongoing Operations and
Maintenance from a Registered Professional Engineer licensed in the State of Idaho the
state in which the Facility is located, which certfication shall be in the form specified in
Exhibit B. Seller's failure to supply the certificate required by this Section 9.2.2 wil be a
materil breach that may only be curd by Seller promptly providing the requird
certificate.
93 Licenses and Permits. During the Term of ths Agreement, Seller shall mainta
compliance with all permits and licenses describe in Section 3.2 of ths Agreeent. In addition,
Seller will obtan, and supply A vist with copies of, any new or additional permits or licenses
that may be required for Seller's operations. At leas every fifth year afer the Commercial
Operation Date, Seller will updte the documentation described in Section 3.2. If
at any time
Seller fals to maita compliance with the permits and licenses describe in Secon 3.2 or ths
Section, or to provide documentation requied by ths Section, such failure will be a material
16
breh of ths Agrement tht may only be cured by Seller submittg to A vist evidence of
compliance.
10. CURTAILMENT, INTERRUPTION OR REDUCTION OF DELIVERY
Avist may requie Seller to curl, interrpt or reduce delivery of Deliverable Net
Ouut if in acrdce with Setion 11.2, A vist detrmines th curlment, interrtion or
reucon is necssa beuse of a Forc Majeur event or to prtet persons or prpert frm
injur or daage, or because of emergencies, necessar system maitenace, system
modication or special operatig cirumstces. A vista sha us commercially reasonable
effort to keep any period of curlment, interrption, or reuction to a minum. In order not
to interfere unnaly with Seller opeons, A vi sha, to the extt praca, give Seller
reasonable prior notice of any curlment, interrption, or reduction, the reason for its
ocurnce and its probable durtion. Seller undersds and ages tht A vist may not be able
to provide notice to Seller prior to interrtion, curlment, or reuction of electrca energ
deliveries to A vista in emergency circumstaces, real-tie operations of the electrc system,
and/or unplaned events.
17
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11. OPERATION
11.1 Communications and Reportng. Avista and the Seller shall maintain
apprat ope communcaons thug the Coimminica and Repo Guidelies
specifed in Exhbit A.
11.2 Excuse From Acceptance of Delivery of Energy.
11.2.1 A vist may curl, intept, reuc or suspend delivery, reipt or
acceptace of Deliverable Net Output if Avista in its sole discretion, reasnably
detes th suh curlment, inpton, reucon or supeion is ne,
consistnt with Prdent Utility Prtice, and that the failure to do so may:
(a) endaer any pen or prpe, or A vist's elecc syst or any
electrc systm with which Avist's system is intercnnected;
(b) ca, or con1but to, an iment signcat dinion of elecc
servce to A vista's or another utility's cusmers; or
(c) interfer with any coon, inon, inpeon, test, re,
replacement, improvement, alteration, modification, operation, use or
maintenance of, or addition to, Avista' s electrc systm or other propert of
Avista.
11.2.2 Avist shall promptly notifY Seller of the reasons for any such curlment,
interrption, reduction or suspension provided for in Section 11.2. A vista shal use
renale effort to limit the durtion of any such curlment, interron, reuction or
suspension. Any curlment, interrption, reduction or suspension provided for in
Section 11.2 shal not count agai Seller in the caculation of the MAG under Section 5
of ths Agrment.
11.3 Scheduled Outage. On or before December 15 prior to each calendar year, Seller
shall submit a wrtten proposal of Scheduled Outages for the upcoming calenda year. Such
wrttn proposal of Scheduled Ouges shall contan the percentae of hour in each calenda
month where the Facilty is expte to be on Scheduled Oue. Seller may updte the anua
Scheduled Outaes proposal periodically. The Seller in no instace may change Scheduled
- 19-
Oues for the curnt or followig 2 caenda month. Avist and Seller shal mutuly agas to the acilty of th prposa and any uptes or chaes to the prpo. The Pares'
deon as to the acilty of Seller's tietale for Scheduled Oues sha tae into
considertion Prudent Utility Prctices, Avist's systm requiments and Seller's preferr
schedule. Neither Par shal inasnaly withold acctace of the proposed Scheduled
Oues. The Pares sha cope in det muty acle ties for Scheduled
Outages.
11.4 Seller's Risk. Seller shall design constrct, own, operate and maintain the
Facilty at its own nsk an exp in compli with al aplicale laws, ordces, rues,
reguations, ordrs and other reuients, now or herr in effec of any governenta
autonty.
11.5 Avista's Right to Inspect. Seller shall permit Avista to inspect and audit the
Facilty, any relat prucon, delivei and schedul docmnenon or the opon, us or
maintenance of the Facilty at any reaonable time and upon reasonable notice. Seller shall
provide Avista reasonable advance notice of any Facility test or inpetion peormed by or at
the dirtion of Seller.
11.6 Seller Obligations in Accordance with Prudent Utiity Practices. Seller shall
own operate and maita the Facilty and any Seller-owned Intennection Facilties so as to
alow relile generon and delivei of Deliverle Net Ouut to Avi for the :f Ter of the
Agrment, in acordce with Prent Utity Prces.
12.0 INTERCONNECTION AND TRASMISSION
12.1 If Seller is interconnecting its Facility to Avista's electrcal system, Seller shall
design constrct, intal, own operate and maita all Interconnection Facilities so as to allow
safe, reliable generation and delivery of electrc energy to A vista for the ful term of the
Agreement. If applicable, pnor to the commencement of the fist delivery of Deliverble Net
Output, Seller and A vista shall execute an Interconnection Agrement. If Seller is
interconnectig its Facilty with a Tramittg Entity other th Avista Seller shal make all
necessar argements and pay all cost to interconnect its Facility with the electrcal system of
such Tramittg Entity.
12.2 If Seller is not interconnecting its Facility to Avista's electrcal system, Seller
shall, arrange for and pay for all costs associated with transmission, losses, and Ancilar
Seices and sha provide A vist wi copies of al execut Tramiion Agen in a form
reonably satisfactory to A vista providing for the :f tranmission of Deliverable Net Outut
from the Facilty to the Point of Delivery for the Term of this Agreement. Seller shall not
consent to any modification of any firm Tranmission Agrement without A vista's advance
wrttn approval, which approval shall not be uneasnably witheld.
12.3 In the event that Seller is required to curl, interrpt or reduce delivery of
Deliverable Net Output to the Point of Delivery, Seller shal arge at its own expense to deliver
- 20-
Deliver
able Net Outut to a seconda point of delivery ("Alternte Point of Delivery''), and
A vist sha use reonale commeria effort to ac Deliverale Net Outut at suh
Alternte Point of Delivery .
12.5 The termintion, cacellation or expirtion of any Tramission Agrment
reui to deliver electc energ to A vist under ths Agrment shal constute a matenal
brach of ths Agreement, and A vist may terminte the Agrent by giving Seller wnttn
notice of such termtion which sha be effective upon wnttn notice of such termtion,
cancellation or expirtion of the applicable Traission Agrment.
12.6 Seller shall be responsible for any and all costs and expenses related to
trsmission of the Deliverable Net Outut to the Point of Delivery under ths Agreement,
includig but not limited to Ancilar Servces and any costs or expnses incured by A vista
resultig from the Tramission Agreements includg, but not limite to, any chaes,
reimburable expenses or other amounts payable by A vist to any Tramittg Entity. Seller
shal defend, indemnify and hold hanless, A vista from all claims, losses, han, liabilities,
daages, costs, and expenses including, but not limite to, reasonable attorneys' fees, ansing out
of any act or omission of Seller in connection with the Tramission Agreements, includng, but
not limited to, any breach of or defaut under any of the Tramission Agrments by Seller.
13. FORCE MAJEURE
13.1 As used in ths Agreement, "Force Majeur" mean any cause beyond the control
of the Seller or Avista which, despite the exercise of due diligence, such par is unable to
prevent or overcme. Neither Par shall be liable to the other Par, or be considere to be in
brach of or defaut under ths Agrement, for delay in performance due to a cause or condition
beyond such Par's reasonable control whch despite the exercise of reanable due diligence,
such Par is unble to prevent or overcme ("Force Majeure"), includig but not limite to:
(a) fi, flood, earquae, volcanc activity; cour order and act of civil, milita
or governenta authonty; stre, lockout and other labor dispute; not, inurection,
sabotae or war unticipate electrcal distance ongi in or trmitted thugh
such Par's electrc system or any electrc systm with which such Par's system is
intercnnected; senal defects in wi tubine equipment resultig in a prolonged outae
baed on maitenance protocols as dited by the manufactuer; or
(b) an acon taen by such Par which is, in the sole judgent of such Par,
necessar or prudent to protect the operation, pedormance, integnty, reliability or
stbilty of such Par's electrc systm or any electrc systm with whch such Par's
electrc systm is interconnect whether such actions occur autmaticaly or manualy.
Notwthstding anytg to the contr in ths Agrement, chaes in weather conditions tht
do not cause substtial physical daage to the Facility that prevents the operation of all or par
of the Facilty, including chages in wid speed or other wid conditions, shall not consttute
Force Majeure under ths Agrement. Also, notwthtadi anytg to the contr in ths
- 21 -
Agreement, equipment or mechaca bredown or failurs of the Facilty shall not constu
Force Majeur, uness such equipment or mechanca bredown or failur is caused by an event
tht is itself Force Majeure.
13.2 In the event of a Force Majeure event, the time for performance shall be extended
by a period of tie reasnably necssa to overcme such delay. A vist shal not be reuied to
pay for Deliverable Net Output which, as a result of any Force Majeur event, is not delivered.
13.3 Nothg contaed in ths Section shall reui any Par to sete any ste,
lockout or other labr dispute.
13.4 In the event of a Force Majeure event, the delayed Par shall provide the other
Par notice by telephone or email as soon as reasonably praticable and wrttn notice with
fourn days afr the ocurence of the Force Majeure event. Such notice shal include the
parcular of the occurce. The suspension of peormance shal be of no grater scpe and no
longer duration than is required by the Force Majeure and the delayed Par shal use its best
effort to remedy its inbilty to perform.
13.5 Force Majeure shall include any unoreseen electrcal distubance tht prevents
any elecc energy deliveries frm occurg at the Point of Delivery or Altern Point of
Delivery.
14. INDEMNITY
14.1 Each Par shall defend, indemnify and hold harless, the other Par, its
directors, offcers, employees, and agents (as the "Indemntee") frm and agai all clais,
demands, causs of action, judgments, liabilties and associat cost and expees (includg
reonable attrney' s fees) to the extnt aning frm or atbutle to the performance or non-
performance of that Par's (as the "Indemnitor") obligations under ths Agreement, including
but not lite to, dae to table prpe and boy injin or dea sufer by any pen
(includig employees of Seller or A vist or the public), provided tht:
(a) No Indemte shal be indemfied for any loss, liability, injin, or daage resultig
from its sole negligence, gross negligence, frud or willful misconduct; and
(b) The Indemntor shall be entitled at its option, to assume and contrl the defense and
any setement of such suit.
Each indemty set fort in ths Section is a contiui obligation, separte and independent of
the other obligations of each Par and shall surive the expirtion or termination of ths
Agreement.
14.2 SELLER AN A VISTA SPECIFCALLY WART THAT THE TERMS
AN CONDITIONS OF THE FOREGOING INEMNY PROVISIONS AR THE
SUBCT OF MUTUAL NEGOTIATION BY THE PARTIES, AN AR
- 22-
SPECIFICALLY AN EXPRESSLY AGREED TO IN CONSIDERATION OF THE
MUTUAL BENEFITS DERID UNER THE TERMS OF TH AGREEMENT.
14.3 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY
SHAL BE LIALE UNER AN PROVISION OF THS AGREEMENT FOR AN
SPECI, INIRCT, INCIDENTAL, CONSEQUENT, OR PUN DAMGES,
INCLUDING BUT NOT LIMTED TO LOSS OF PROFIT, SAVIGS OR REVENU,
LOSS OF THE USE OF EQUIPMENT, COST OF CAPITAL, OR COST OF
TEMPORAY EQUIMENT OR SERVICES, WHTHR BASED IN WHOLE OR IN
PART IN CONTRACT, IN TORT, INCLUDING NEGLIGENCE, STRICT LIAILITY,
OR AN OTHR THEORY OF LIAILITY.
15. ASSIGNMENT
15.1 Seller shall not assign its nghts or delegate its duties under this Agreement
without the pnor wrttn consent of A vist which consent shal not be uneasonably witheld
Subjec to the foregoing restctions on assignents, ths Agrment sha be fuly bindig upn,
inur to the benefit of and be enorcble by the Pares and their repectve succssors, heir and
assign.
15.2 Seller shall have the nght, subject to the obligation to provide secunty specified in
Secon 9, without A vist's cons but with a th days prior wr notice to A vist to make
collatera assignents of its nghts under ths Agreement to satisfY the reuiments of any
development, constrction, or other reasonable long term fiancing. A collateral assignent
shal not constu a delegaton of Seller's obligatons under ths Agrment, and ths Agrement
sha not bind the collatal assignee. Any collatera assignee succeedi to any porton of the
ownership interest of Seller shal be considered Seller's successor in interest and shall thereafer
be bound by ths Agrement
16. NO UNSPECIFD THI PARTY BENEFICIAS
There are no thd par beneficiares of ths Agreement. Nothg contaed in ths
Agrent is intend to confer any right or intere on anyone other th the Pares, and their
respective successors, heir and assigns permitt under Section 15.
17. DEFAULT AN TERMATION
17.1 In addition to any other breach or failure to perform under ths Agreement,
includig without limitation failure to deliver Deliverle Net Outut when scheduled or in the
amounts reuied by ths Agrement tht is not otherwse excused under ths Agrment, each of
the followig events shal constitute a Default:
(a) Seller abandons the Facility;
(b ) The Facilty ceases to be a Qualifying Facility;
-23-
(c) A Par bemes inlven (e.g., is tmle to mee its obligaons as they
beome due or its liabilties exceed its assets);
(d) Seller makes a genera assignent of substatially all of its assets for the
benefit of its crtors, files a petition for bapty or rergantion or seks other
relief under any applicable inolvency laws;
(e) Seller has filed agai it a petition for bantcy, reorgantion or other
relief under any applicable inlvency laws and such petition is not dimisse or styed
with six days afer it is filed;
(f) Seller is in default under any Agreement related to ths Agreement; or
(g) Termon, cacellaton or expon of any Trassion Agen
requied for Seller to deliver electrc energ to A vista under ths Agrement
17.2 Notice and Opportunity to Cure. In the event of a Default, the non-Defaulting
Par sha give wrtt notice to the Defaultig Par of a Default in acrdce with Secon 30.
Except as provided in Section 17.1 (e), if the Defaultig Par has not curd the breach withn
thrt days after receipt of such wrtten notice, the non-Defaulting Par may, at its option,
terminate ths Agreement and/or purue any remedy available to it in law or equity; provided
that, if a Default occur under Sections 4.4,4.5, 12.5, 17.1(a), and/or 17. 1 (g), Avista may
imedately terminate ths Agreement without opportty to cur, and such termination shall
become effective upon wrttn notice of Default.
17.3 Additional Rihts and Remedies. Any right or remedy aforded to either Par
under ths Agreement on acount of a Default by the other Par is in addition to, and not in lieu
of, all other rights or remedies available to such Par under any other provisions of ths
Agrement, by law or otherwse on acount of the Default.
17.4 Damages. If ths Agrment is teinated as a result of Seller's Default af the
Commercial Option Date, Seller sha pay A vist in adtion to other daages, the positive
dierce, if any, beee the purha prce spified in Secon 8.2 an the cost to relac the
Deliverle Net Ouut for twelve mont begi on th da of the origi Defat, plus al
associate trmission cost to A vista to acqui such replacent Deliverable Net Ouut.
18. DISPUTE RESOLUTION
Each Par shall stve to resolve any and all differences durg the term of the
Agrement though meetings and discussions. If a dispute canot be resolved withn a
reasonable tie, not to excee th days, each Par shal escalate the unsolved disput to a
senior offcer designted by each Par. If the senior offcers ar not able to resolve the disput
with ten Business Days of escalaton then either Par may either agre to medate or arbitr
the dispute or reuest a hearg before the Commission.
- 24-
19. RELEASE BY SELLER
Seller releaes A vista frm any and all clais, losses, har, liabilties, daages, cost
and expenses to the extnt resultig from any:
19.1 Electic distbance or fluctuon tht migrs, diectly or indiy, frm
Avista's electic systm to the Facility;
19.2 Interrption, suspension or curlment of electic service to the Facility or any
other prmises owned possesse, controlled or served by Seller, which interrtion, suspension
or curlment is caused or contibuted to by the Facility or the interconnection of the Facility
with any electic system;
19.3 Disconnection, interrption, suspension or curlment by A vista puruat to
terms of ths Agreement or the Intercnnection Agrement; or
19.4 Disconnection, interrption, suspension or curlment of transmission service
by a Tramittg Entity or any unforeseen cost or increase in costs to Seller imposed by a
Tramittg Entity.
20. GOVERNNTAL AUTHORIY
Th Agrment is subjec to the rues, reguatons, orders and other reents, now or
hereafr in effect, of all governenta authorities having jursdiction over the Facilty, ths
Agreement, the Paries or either of them. All laws, ordinances, rues, regulations, orders and
other reuients, now or her in effect, of governenta autorities th ar reui to be
incorprated in agements of ths charter ar by ths reference incorprad in ths Agreement.
21. SEVERA OBLIGATIONS
The duties, obligations and liabilties of the Pares under ths Agrement ar intended to
be severa not joint or collective. Ths Agreement shall not be interpreted or constred to create
an associaton, joint ventue or parership between the Pares. Each Par shal be individualy
and severally liable for its own obligations under ths Agreement. Furer, neither Par shall
have any rights, power or authority to enter into any agreement or undertg for or on behalf
of, to act as to be an agent or representative of, or to otherwse bind the other Par.
22. IMPLEMENTATION
Eah Par shal prompty tae such action (includg, but not limite to, the executon,
acknowledgement and deliveiy of documents) as may be reasonably reuested by the other Par
for the implementation or contiuig performance of ths Agreement.
23. NON- WAIVER
- 25-
The faiur of either Par to insist upn or enforc stct pedormance by the other Par
of any provision of ths Agrment or to exercise any right under ths Agrement shal not be
consed as a waver or relinquishment of such Par's right to assert or rely upon any such
proviion or right in that or any subseuent ince; rather, the sae shal be and reai in ful
force and effect.
24. AMENDMENT
No chae, amendment or modcation of any prvision of th Agrent shal be vald
uness set fort in a wrttn amendment to ths Agreement signed by both Paries and
subsequently apprved by the Commssion.
25. CHOICE OF LAWS AN VENU
Ths Agreement shall be constred and interpreted in accordace with the laws of the
State ofIdaho without reference to its choice oflaw provisions. Venue for any litigation arsing
out of or related to ths Agrement shall lie in the Distct Cour of the Four Judicial Distct of
Idao in and for the County of Ada.
26. HEADINGS
Th Secon he in th Agment ar for coveIence only and sha not be
considere par of or used in the interpretation of ths Agrment.
27. SEVERABILITY
The invaldity or unenorcilty of any provision of ths Agrent shal not afec the
validity or enorcabilty of any other prvision of ths Agrment and th Agrment shall be
constred in all respects as if the invalid or unenforceable provision were omittd.
28. COUNTERPARTS
Th Agrment may be execut in two or more counte, eah of whch sha be
deemed as an origial, and together shal constu one and the same document.
29. TAXES
Seller shal pay before deliquency al taes and other governenta chaes whch, if
failed to be paid when due, could result in a lien upon the Facility or the Interconnection
Facilities.
30. NOTICES
- 26-
Unless otherwse speified, all wrttn notices or other communcaons reui by or
provided under ths Agrment shal be mailed or delivere to the followig addrsses, and shal
be considered delivered when deposited in the US Mail, postae prepaid, by certified or
registred mail or delivered in person:
toAvi
To Seller:
Dirtor, Power Supply
A vista Corpration
P.O. Box 3727
Spokane, W A 99220
Chrstopher K. Mason
Marah Wind, LLC
PO Box 605
Victor, ID 83455
Either Par may chae its design resentave to reive notice and/or addrss
specified above by giving the other Par wrttn notice of such change.
31. SURVIVAL
Rights and obligaons which, by their na, should surve teintion or expiron of
ths Agrment, wil remai in effect unti satisfied includig without limtaon, al outdig
fiancial obligations, and the provisions of Section 14 (Indemnty) and Section 18 (Dispute
Resoluton).
32. ENTIR AGREEMENT
Ths Agrent, includi the followig exhbits whch ar atthed and incorpra by
reference herein constitus the enti agement of the Pares and supersedes all prior and
contemporaneous ora or wrtten agreements between the Pares with respect to the subject
matr heref
Exbit A
ExhbitB
ExhbitC
ExbitD
ExhbitE
ExhbitF
ExhbitG
ExbitH
Exhbit I
Communcations and Reportg
Independent Engieerig Certfications for Constction Adequacy for a
Quafying Facilty and Opraons and Maitenance Policy
Facility and Point of Delivery
Tramission Agrement
Rates
Initial Expected Energy
Prject Description
Sample Availability Factor Calculation
Intial Capacity Determinon Docmnentaon
- 27-
IN WIS WHREOF, th Pares have caus thís Agrent to be execte by
thei duy autonz reresetatives as of the da set fort below.
SELLER A VISTA CORPORATION
By: eL.-¿R¿g77~ By:
Prnted Name: Chrístopher K. Mason Printed Name:
Tite: Generl ManagerlMember Title:
Da: /f øv /t. /.. 0/ Ö Date:
- 28-
Exhibit A
Communication and Reportng
(l) Email communcaons beeen Seller and A vist shal be submitt to:
Avist ki.matCfvistrp.com; or
dae.hubbarCfvistarp.com
Seller: chris.masonßìmariahwindllc.com
Alternte:
(2) Al ora communcaons relatg to elecc ener schedulg, generaon level chanes,interrtions or outes beeen Seller an A vist wil be commun on a rerd lie as
follows:
.( PreSchedule (5:30 am to 12:00 noon on Business Days):
AvistPrScheder [phone]
Alternte Phone: [phone]
Seller: 406579.2136
Altern Phone:
.í Real-Time Schedule (available 24 hour a day)
AvistRea-Time Scheduler [phone]
Seller: 406-579-2136
Alternte Phone:
(3) Either Par may change its contat information upon wrttn notice to the other Par.
- 29-
ExhibitB
Independent Engineering Certfication for
Construction Adequacy for a Qualifying Facilty
1. I, am a licensed professional engineer registered to
pratice and in goo stding in the State of . I have substtial exprience in the design,
constrction and operation of electric power plants of the same ty as
(Title of QF) site at
County, Stae of
in
(the "Facilty").
2. I have reviewed and/or supervised the review of the constrction in progress and
of the completed Facility and it is my professional opinion that said Facilty has been designed
and built accrding to appropriate plans and specifications bearg the words "CERTIIED FOR
IDAHO P.D.C. SECURTY ACCEPTANCE" and with the stap of the certifying licensed
professional engineer of the design, and that the Facilty was built to commercially acceptable
stadards for this type of facility.
3. I have no ecnomic relationship to the designer or owner of said Facility and have
made my analysis of the plans and specifications independently.
4. I hereby CERTIY that the above statements are complete, tre, and accurate to
the best of my knowledge and I therefore set my hand and seal below.
Signed and Sealed
DATE:
SIGNATURE:
PRINTED NAME:
-30-
Independent Engineering Certfication for
Operations and Maintenance Policy for a Oualifying Facilty
1. I, am a licensed professional engineer registeed to practice
and in good stading in the State of . I have substatial experience in the design,
constrction and operation of electric power plants of the same tye as
(Title ofQF) sited atin County, State of (the "Facility").
2. I have reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M Policy") for the Facility and it is my professional opinion that, provided
said Facility has been designed and built to appropriate stadards, adherence to said O&M Policy
wil result in the Facility's producing at or near the design electrical output, efficiency, and
capacity factor for twenty years, baring unforeseeable Force Majeure.
3. I have no economic relationship to the designer or owner of said Facilty and have
made my analysis of the plans and specifications independently.
4. I have supplied the owner of the Plant with at lea one copy of said O&M Policy
bearing my Stap and the words "CERTIFIED FOR IDAHO P.U.C. SECURITY
ACCEPTANCE" on each sheet thereof.
5. I hereby CERTIY that the above sttements are complete, tre, and accurte to
the best of my knowledge and I therefore set my hand and seal below.
Signed and Sealed
DATE:
SIGNATURE:
PRINTED NAME:
- 3 i -
Exhibit C
Facilty and Point of Delivery
Description of the Facilty:
As a wind generatig facilty utilizing a renewable fuel source, the facilty wil be a qualifying facilty
as defined in 18 C.F.R. § 292.203(a) and (c).
Seller's Facilty is described as Marah wind, LLC and consists of 4 Clipper CI05 2.5MW wind
tubines. These are varable speed tubines with synchronous permanent magnet generators. The total
nameplate capacity is 10 MW. The station service requirements wil be minimal, consisting of the
substation housing and equipment, and lighting. The total expected sttion and line losses are 6.35%
(approx. 3% ston losses, and 3.35% line losses from Marah to Lewiston). Thus, the net amount of
power to be delivered to the Company's electrc system wil not exceed 9.365 MW at any given
moment.
The project will interconnect to a 69 kilovolt line on Columbia Basin Electrc Cooperative's system
at the project site, and then wil be delivered to Bonnevile Power Administration's (BPA's) system
at lone Substation. BP A wil provide transmission from lone to Lewiston via Boardman.
Seller and A vista may mutually agree to substitution, any time prior to the Commercial
Operation Date, a different manufactuer and/or model wind tubine provided that the aggregate
nameplate rating of the Facility does not exceed 10 MW.
If the Seller wishes to substitute different wind turbines, the Seller shall provide detailed
specifications of the proposed substitute wind tubines to Avista. Avista wil then review this
detailed information and either accept or reject the Seller's proposed substitute wind tubines.
Avista acceptance of the substitute wind turbines wil be required by both confirmations that the
interconnection is able to accommodate the substitute wind turbines and that the substitute wind
tubines are acceptable under this Agreement. Only after Avista's acceptance of the substitute
wind tubines shall the Seller be allowed to install the substitute wind tubines, which acceptance
shall not be unreasonably witheld.
-32-
The techncal description of the project is below:
Energy source: Wind.
Number of rotating generators: 4.
Number and nameplate rating of static conversion devices: O.
Total nameplate rating: 10 MW.
Type of tubine: Clipper Libert 2.5MW Wind Turbine.
Turbine auxiliar consumption depends to turbine state and outside ambient temp. For example libert
machine wil consume kw of as low as 11.3kW when offine and the ambient is above 30C. The same
machine could consume kw of as high as 27.5kw when offlne at with ambient temperature being
below -5C. The kvar consumption is around 17kvar per turbine which depends to turbine state and
ambient temp as mentioned above. Contact Clipper to get furter information on the tubine auxiliar
consumption at various turbine states and ambient conditions.
Generator Data, Synchronous Machines.
Clipper Libert Wind Turbine is a tye 4 wind turbine. Clipper Libert series wind turbine is an
inverter based wind turbine with 4 permanent synchronous AC generators. The generators are fully
decoupled from the grid though power electronic inverters. The output voltage of the inverters is at
690V AC three phase, connected though a power distribution panel and breaker to a pad mount
transformer (2750kV A). The 690V AC connection ofthe pad mount transformer is Y solidly
grounded.
The libert turbines can be set to operate at fixed power factor values (0.95 leading to 0.95 lagging).
Below is the reactive capabilty curve of the machine.
33
Clipper Windpower 2.5 MW Libert Series WTG
Reactive Capabilit Curve
Q
-0.20
-0.30
-0.40
0.40
0.30
0.20
0.10
-Vterm = 0.900 pu
- Vterm = 0.925 pu
-0.95'" Vterm '" 1.10
p
Notes:
. P and a in pu on 2.5 MVA ba.
. Operaon restrcted 10 any fixed
power factor traject wiin Uie
inicated Umlts.
. Complex power, kV A: 2500kV A
. Active power, kW: 2500 kW
. Terminal voltage, kV: 0.69kV
Clipper turbine is a tye 4 with full power conversions in which the generators are decoupled from
the grid. The individual generator parameters do not affect the turbine interaction with the grid. It
is mainly the GCUs (Generator control units or power electronic inverters) govern the turbine
interaction with the grid. For the transient stability analysis and short circuit studies that requires
generator parameters as inputs to the model, Clipper recommends using the following values for
Clipper's generator parameters.
Voltage 690
34
V
No of Poles N/A
Sub-00
transient
reactance
(saturated),
X"d
Ratio of 1.0
reactance to
resistance
OUR)
Natural 00
Impedance
(X and R) if
any
resistance
limiting
neutral is
used
Transient 00
reactance,
X'd
Synchronous 00
reactance,
Xd
Sub-00
transient
time
constant,
T"d
DC time 00
constant,
Tdc
Positive sub-00
35
transient
reactance,
Xl
Negative 00
sub-transient
reactance,
X2
Zero-00
sequence
sub-transient
reactance,
XO
Location:
Seller's Facilty is located:
Five miles NE of Lexington, Oregon - Morrow County
Between Baseline Lane and Beach Lane
TIN R26E section 28: E halfofSW quarer
Point of Delivery:
The Point of Delivery between the Transmitting Entity and A vista's system wil be:
Hatwai Substation, Lewiston, il
36
ExhibitD
Trasmision Agreement
Marah Wind is a registered transmission customer with BP A. A transmission request
has been placed with BP A Tranmission Services for transmission from the lone
Substation to Hatwai via Boardman. Marah Wind is placed in the transmission queue
and will provide A vista with the Transmission and Interconnection Agreements prior to
commercial operation in accordance with sections 3.7 and 3.8 of the PPA
-37-
Exhibit E, Page 1
Rates
Seller Has Selected the Non-
Levelized Avoided Cost Rates For Non-Fueled Projects Smaller Than Ten Average Megawatts
Payments according to the rate schedule set forth below wil be adjusted to account for heavy and
light load hours of the day and for monthly seasonality price adjustments according to orders
approved by the Commission and in effect for Avista on the date of execution of this Agreement.
AVISTA
AVOIDED COST RATES FOR NON-FUELED PROJECTS
SMALLER THAN TEN MEGAWATTS
March is, 2010
SIMWh
LEVELIZE NON.LEVELIZED0
CONTCT ON-LIN YEAR
LENGTH CONTCT NON-LEVELED
(YEARS)2010 2011 2012 2013 2014 2015 YEAR RATES
1 56.94 60.32 64.06 67.60 7141 75.50 2010 56.94
2 58.56 62.11 65.76 69.43 73.37 76.53 2011 60.32
3 60.25 63.80 67.49 71.29 74.74 77,71 2012 64.06
4 61.87 65.47 69.25 72.73 75.94 78.80 2013 67.60
5 63.47 67.16 70.70 73.98 77.07 79.87 2014 71.41
6 65.09 68.60 71.97 75.15 78.16 80.93 2015 75.50
7 66.50 69.87 73.15 76.26 79.21 82.01 2016 77.85
8 67.76 7105 74.26 17.31 80.27 83.10 2017 80.16
9 68.92 72.16 75.31 78.36 81.4 84.20 2018 82.68
10 70.02 73.20 76.35 79.40 82.40 85.30 2019 85.15
11 7105 74.22 77.37 80.44 83.46 86.40 2020 87.71
12 7205 75.23 78.38 81.47 84.51 87.45 2021 90.73
13 73.03 76.21 79.37 82.48 85.52 88.47 2022 93.88
14 73.99 77 18 80.36 83.46 86.50 89.46 2023 97.15
15 74.93 78,13 81.0 84.40 87.45 90.42 2024 100.55
16 75.84 79.04 82.21 85.31 88.37 91.5 2025 104.08
17 76.72 79.92 83.09 86.20 89.26 92.29 2026 107.09
18 77.57 80.76 83.94 87,0 90.16 93.21 2027 110.18
19 78.39 81.58 84.76 87.91 91.04 94.11 2028 113.37
20 79.17 82.37 85.58 88.75 91.89 94.99 2029 116.67
2030 120.06
2031 124.62
2032 128.62
2033 132.76
2034 137.04
2035 141.48
-38-
Exhibit F
Initial Expeted Energy
Mariah Wind expects the following to be the schedule of monthy power deliveries in a
the first year following Commercial Operation
Janua
Februar
March
April
May
June
July
August
September
October
November
December
Total
620.41 MWh
408.89MWh
556.64MWh
557.lOMWh
514.17 MWh
550.92MWh
482.82MWh
502.16MWh
425.05 MWh
384.74MWh
584.52MWh
529.98 MWh
6,117.40 MWh
Mariah Wind, LLC estimates that the minimum anual delivery will be 4,282.18 MWh
and the maximum will be 7,035.01 MWh.
A 12 X 24 table showig predicted generation (MW and Capacity factor) is attched.
-39-
Exhibit G
Proiect Desription
Reference Exhbit B
- 40-
ExhibitH
Sample Availabilty Factor Calculation
To be provided by A vista.
-41-
Exhibit I
Initial Capacity Determination Documentation
-42-
_(O~f&:QEB~'l pu.ATTORNEYS AT LAW
Peter Richardson
Tel: [phone] Fax: [phone]
P ere rli ric h a rdso n an dol eary. comP.O. Box 7218 Boise.1D 83707 - 515 N. 27th St. Boise.lD 83702
November 16,2010
Via Certfied U.S. Mail and Electronic Mail
Michael G. Andrea
A vista Corporation
1411 East Mission Avenue
Spokane, Washigton 99202
michael. andrea(ßavistacorp. com
Re: Mariah Wind LLC Request for PURP A Power Purchase Agreement
Dear Mr. Andrea:
I wrte on behalf of my client, Marah Wind LLC, regarding its request for a power purchae
ageement (pP A) for its off-system wid energy facility which is a quaifyg facilty (QF) under
the Public Utilities Reguatory Policy Act of 1978 (pUR A). The facility will generate under 10
average monthy megawatt (aMW) for delivery to Avista's system in its Idaho servce terrtory,
and is therefore entitled to a long term PP A contag the published avoided cost rates and the
applicable terms approved by the Idao Public Utilty Commssion (Commssion).
The project's manager, Chrs Mason, has taen substatial steps in the development of ths project,
and has been in contact with Clint Kalitch and Steve Silkort to request a PP A with A vista for the
sale of the project's output. By letter to Mr. Silkort dated October 8, 2010, Mr. Mason formally
requested a contract of duration of twenty (20) years at the non-levelizd rates in the avoided cost
rate schedule on file with the Commssion (errata to Idao Public Utilties Commssion Order No.
30125). Mr. Mason expressed intent to obligate the Marah Wind LLC QF to a contract contag
the stdard terms and conditions for QFs under 10 aM as set fort in Avista's Schedule 62. His
letter contaed all inormation necessar for A vista to complete a stdard PUR A contract. In
response, Mr. Silkwort provided Mr. Mason with a draf PP A for off-system PUR A projects, and
indicated to Mr. Mason tht Avista would own the renewable energy credits (RCs) generated by
the project.
Mr. Mason has completed the Avista PPA with all requested projects specifics. Mr. Mason wil
forward a signed original of the PP A to A vista and I have enclosed a copy herein. Mr. Mason is
agreeable to the terms of the draf PP A provided by Mr. Silkwort, with the few notable exceptions
where A vista's dr PP A was inconsistent with applicable legal requirements and Commission
orders, as discussed below. We have inserted the terms acceptable to Marah Wind in the enclosed
PP A. Oter than the terms discussed below, the enclosed PP A contains the same terms as those in
Mr. Michael Andrea
November 16,2010
Page 2
the draf PP A provided by Mr. Silkort. By signg and submittng the enclosed PP A, Mr. Mason
intends to obligate Marah Wind to the enclosed PP A on ths date.
Environmental Attnbutes
Marah Wind inserted a clause in section 8.9, whereby Avist waives any claim to ownership of the
envionmenta attbutes (including RECs) associated with ths project. As you are aware, no
provision ofIdao law provides investor-owned utilties in Idao with RECs associated with
PUR A projects, and the Commssion has never held that it has authority or jursdiction to render a
decision that the RECs pass to the purchaing utility under a PUR A PP A in Idao. The Federal
Energy Reguatory Commssion ha repeatedly held that RECs do not pass to the purchasing utility
pursuat to a PUR A PP A, uness a provision of state law provides otherwse. See American Ref-
Fuel Co., et al., 105 FERC ir 61,004, irir 21-22 (2003), order affd on reh 'g, 107 FERC ir 61,016,
ir 14-15 (2004) ("The avoided cost rates, in short, are not intended to compensate the QF for
more than capacity and energy."); see also California Public Utilties Commission, 133 FERC ir
61,059 (Oct. 21, 2010) (order on rehearg) (stating that Californa could require utilties to pay a
higher avoided cost rate to QFs providing not only energy and capacity, but also an
environmenta attibute that helped the utility avoid the cost of environmental compliance.).
Simply put, the avoided cost rates Avist will pay Marah Wind under the curent gasSAR
methodology compensate Marah Wind only for the value of the energy and capacity from the
project, not for any envionmenta attbutes associated with the project. A vista would obta a
wid fall by payig only for energy and capacity, but also obtag the RECs for no additional
payment.
Indeed, Idao Power's Commssion-approved PUR A PP As for projects under 10 average MW s
recogne these legal priciples by expressly disavowig ownership of the RECs. Section 8.9
inserted into the enclosed PP A conta langue simlar to tht in Idao Power PUR A PP As tht
have been approved by the Idao Commssion.
Delay Default Liquidated Damages Secunty
Section 4.4 ofthe draft PPA provided by Mr. Silkorth contained a delay default liquidated
damages provision requiring a minmum damage amount of $45 per kilowatt (kw) of nameplate
capacity for a 120-day delay in bringing the project online. This is over and above any
difference in the contract price and the market price during that delay period. Avista's draft PPA
also required the QF to post that $45/kw amount at the time of execution of the PP A. This
provision would be punitive and unenforceable.
In Order No. 30608, the Commission stated that a delay default liquidated damages security must
be a "fai and reasonable offset of a reguated utility's estimated increase in power supply costs
attributable to the PURP A supplier's failure to meet its contractully scheduled operation date."
The Commission's statement is consistent with Idaho law, which clearly prohibits use of
liquidated damages provisions when damages are easily estimated, or when such provisions are
puntive or designed to deter a breach of the contract. See Magic Valley Truck Brokers, Inc. v.
Mr. Michael Andrea
November 16,2010
Page 3
Meyer, 133 Idaho 110, 117,982 P.2d 945,952 (Ct. App. 1999); I.C. § 28-2-718(1). Avista's
actul daages caused by a QF's delay in achieving its online date would not be difficult to
calculate, and the amount of$45/kw is far in excess of the costs of replacement power or
admnistrative expenses Avista may incur. A $45/kw liquidated damages clause is simply not
legal in Idaho and would be rejected by Idaho cours. And requirig a QF to post an
uneasonably high delay default securty frstrates PURA's mandatory purchase provisions.
Accordingly, Mariah Wind wil not agree to a $45/k delay securty, uness the Commission
orders that amount is reasonable. Marah Wind intends to obligate itself at this time only to a
PP A requing it to post an amount deemed reasonable by the Commission. The language
addressing the amount and timng of the posting of a securty in the enclosed PP A reflects
Mariah Wind's intent.
Mechanical Availabilty Guarantee (MAG)
Section 5.3 of Avista's draf PPA contaned a minimum liquidated damages amount for a MAG
shortfall of $ 15/MWh, but this amount is ten times as high as the mium amount in Idaho
Power's wind QF PPAs, which requie 15 mils/kh. I assume ths was a typo in the draf PPA,
and we have changed the amount in the enclosed PPA to $L.50/MWh. Additionally, the draft
PP A did not contain a sample MAG calculation in Exhbit H, and you can append that
attchment to the signed PP A.
Insurance
Section 9.1.1 of the draft PP A would have requied Marah Wind to mainta general liabilty
insurance with a minum amount of $2,000,000. I assume ths too was a tyo because Idaho
Power's PURPA PPAs only require a mimum insurance amount of $1,000,000, which is
consistent with Commssion orders. The enclosed PPA contains the $1,000,000 amount.
Rates and Wind Integration Charge
Exhbit E of the draf PP A did not include the adjusted avoided cost rates to account for
seasonality and daly load shape adjustments, or describe the wind integration charge applicable
to this agreement. Marah Wind has included the avoided cost rate schedule approved in
Commission Order No. 31025, and intends to obligate itself to that rate schedule with the
appropriate adjustments for seasonality and daily load shape approved by the Commission for
Avista. However, Marah Wind will purchase balancing services from BPA and deliver a firm
product to A vista. Therefore, because A vista will need to perform no wid balancing services,
A vista should not reduce the avoided cost rates in Exhbit E for any wind integration charges.
Conclusion
As you know, on Friday, November 5, 2010, Avista fied a joint petition and joint motion
requesting that the Commission immediately reduce the eligibilty cap for published avoided cost
rates from 10 aMW to 100 kw. To do so without notifyng Marah Wind was inappropriate
Mr. Michael Andrea
November 16,2010
Page 4
because Marah Wind has attempted to obligate itself to a PPA for a project that would be fatally
impacted by the substantive relief requested by A vista. Mariah Wind remais committed,
however, to entering into a PPA with Avista. The Commssion took no action on Idaho Power's
joint motion and joint petition at its Decision Meeting on November 9. It now appears the
Commission may not act on the joint motion and joint petition at least until its next regularly
schedule Decision Meeting on November 22, 2010. Therefore, as you know, A vista remains
bound by the existing PURP A rules, regulations and IPUC implementing orders, including its
obligation to enter into PUR A PP As containing the avoided cost rates published in Order No.
31025. My hope is that A vista will counter sign the enclosed PP A and fie it for Commssion
approval prior to the time that the Commission may rule on the joint motion to reduce the
eligibilty cap.
Very try yours,
(fYL
Peter J. Richardson
Attorney for Marah Wind LLC
cc: Chris Mason, General Manager, Marah Wind LLC
Enclosure:
Mariah Wind PUR A PPA
Avista Cor
1411 East Misson PO Box 37
Spokae. Washington 99213727Telephon 50
Ton Free 80727.9170
~i'V'ST.'
Corp.
November 24,2010
Via Email and Regular Mail
Peter Richardson
Richardson & O'Lear, PLLC
515 N. 27th St.
Boise, ID 83702
Email: peter~chadsonandolear.com
Re: Draft PURP A Contract
Avista Corporation's Response to November 16,2010 Letter
Dear Mr. Richardson:
On November 22,2010, I received your letter dated November 16,2010 ("November 16
Letter"), in which you indicated that your client, Marah Wind LLC ("Mariah"), had signed and
returned to A vista Corporation ('lAvista") a certin power purchase agreement ("Marah PPA").
A copy of the PP A executed by Marah was enclosed. I understand tht Steve Silkworth also
received a signed copy of the Mariah PP A from your client on November 18, 2010. i
As you note in your November 16 Letter, Marah contacted Avista on October 8, 2010 to
request a power purchase agreement for a proposed wind project pursuant to thc Public Utility
Regulatory Policies Act of 1978 ("PURPA"). The proposed facilty would interconnect to a
third-party transmission provider, but the output from that facility would be delivcred to Avista's
electrical system at a point of delivery in Idao.
On October 14, 20 i 0, A vista sent you a draft power purchase agreemcnt ("Draft PPA").
The hcader of each page of the Draft PP A was clearly markcd with a Draft Stap as follows
Draft
Off-System Wind PURP A
Not Approved by Any Part
A vista did not receive any correspondence or communications from Mariah between October 14,
2010 and Avista's receipt of Marah's letter and PPA on November 18,2010.
Marah has provided much of the missing facility-specific information with the Mariah
PP A. A vista is reviewing that information.
i Although you indicatcd in your November 16 Letter that such lettcr and Mariah PPA was sent
to me both by certified mail and via email, I did not receive any clectronic copies of the
November 16 Letter or the Marah PPA.
Peter Richardson
November 24, 20 i 0
Page 2
Mariah has unlaterally modified material terms of the Draft PP A. Neither Mariah, nor
you on behalf of Marah, has discussed any of those changes with A vista nor has A vista
consentcd to such modifications. Finally, Marah took the liberty of removing the Draft Stamp
from the Draft PP A and cxecuting the resulting Mariah PP A. A vista is reviewing the changes
madc unilaterally by Mariah. At this time, however, Avista is not able to accept Mariah's
unilateral changes to the Draft PP A.
The following includes a brief response to some of the issues that you raised in your
November 16 Letter.
i. Environmental Attributes.
In your November 16 Letter, you noted that Marah inserted a provision under which
A vista waives any claim to ownership of environmenta attbutes associated with the subject
project. No such provision was included in the Draft PP A.
It is Avista's position that the issue of ownership of environmental attrbutes associated
with PURPA Qualifying Facilities is curently unsettled in Idaho. As you know, the Idaho
Public Utility Commission recently opened a generic docket in which Avista anticipates that the
issue of environmental attributes, as well as other PURP A issues, wil be addressed. However,
because the issue is not yet settled, A vista canot waive any claim to ownership to environmental
attributes.
II. Delay Liquidated Damages
Mariah unilaterally and substantially modificd section 4.4 of the Drft PPA regarding
delay liquidatcd damages. In your November 16 Letter, you suggest that the liquidated damages
provision in the Draft PP A was punitive and unenforceable. A vista disagrees and believes that
the proposed delay liquidated damages provisions in the Draft PP A are fair and reasonable.
A dclay in the commercial operation of a proposed Qualifying Facilty causes substantial
monetar damages to the utilty. For example, a proposed Qualifying Facility is included in the
utility's long-term load and resource plan. If the Qualifying Facility does not achieve
commercial operation when expected or does not achieve commercial operation at all, the utility
may well be required to take steps, at substantial cost, to replace the contract and the output that
the Qualifying Facility was expected to provide. Such damages can be substantial and diffcult
to quatify or calculate and, therefore, liquidated damages are appropriate. The liquidated
damages provisions in thc Draft PPA are not punitive.
III. Mechanical Availability Guarantee
A vista docs not understad your objection with regard to the Mechancal Availability
Guarantee. You state: "Section 5.3 of Avista's draft PPA contained a minimum liquidated
damages amount for a MAG shortfall of $15/MWh, but this amount is ten times ac; high as the
Peter Richardson
November 24, 20 I 0
Page 3
minimum amount in Idaho Power's wind QF PPAs, which require 15 miIslkwh." The
$ I 5/MWh included in A vista's Draft PP A is equivalent to 15 millslkWh QF PP As. It is not at all
clear what the basis is for your claim that Avista's MAG is ten times as high as Idaho Power's.
iv. Insurance
With regard to insurance, Avista does require that QFs maintain general liabilty
insurance with a minimum of $2,000,000. While Idaho Power's insurance requirements may be
instructive, they do not necessarly establish any standard or policy. Several factors, such as risk
policy and self-insured limits may account for the difference in the insurance requirements.
V. Rates and Wind Integration Charge
First, you note that Avista's Draft PPA did not include the avoided cost rates. That is
because the avoided cost rates that will apply wil be such rates as are in effect at the time that
the parties reach a mutually agreed upon power purchase agreement and such agreement is
cxecuted by the parties. The appropriate avoided cost rates wil be included in any final power
purchai;e agreement reached by the paries.
With regard to wind integration charges, Avista recognizes that Marah will deliver, at
Mariah's cost. energy on a firm hourly basis to Avista's electrical system. Under such
circumstances, A vista believes that a discount to the normal wind integration charge may be
appropriate. Avista does not, however, agree that the wind integration charge should be
eliminated. A vista is prepared to engage in discussions to negotiate an appropriate wind
integration charge.
Vi. Conclusion
A vista stands ready to engage in the necessar discussions to negotiate in good faith a
mutually acceptable power purchase agreement with Marah. Avista is not, however, prepared to
accept Mariah's unilateral changes to the Draft PPA. The staring point for any such discussions
will be Avista's Draft PPA. Please feel free to contact me to discuss.
Sincerely,
r r¡/,:~,,-- i ' F ,,' ,,',;, ,..'"1 ~f . \¿ ;:/ \~/// ,--- -
Michael G. Andrea
cc: Bob Laffcrty
Stcve Silkworth
Scott Woodbur
CERTICATE OF SERVICE
I hereby certfy that on ths 4th day of Januar 2011, tre and corrt copies of
the foregoing Answer were delivere to the following persons via E-mail and postage
prepaid regular or overnght ma.
Jean Jewell
Idaho Public Utilities Commssion
472 W. Washigton St.
Boise, il 83702
Emal: jea.jewell (gpuc.idao.gov
Peter Richardson
Grgory M. Adam
Richarson & O'Lear
515 N. 27th St.
PO Box 7218
Boise, ID 83702
Emai: peter(gricharonandolea.com
greg (g richardsonandolear .com
~QL
Michael G. Andrea
Page l--ERTICA TE OF SERVICE