20111125Application.pdf

Utilities Commission
ashington Street
D 93702
RECEl\/~~~'V'STA.
Corp.
2011 NOV 25 AM 9: 21
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November 23fQkHìES
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Joint Petition of Avista Corporation and Stimson Lumber Company
Power Purchase Agreement
Dear Ms. Jewell:
Please find enclosed for fiing an original and seven copies of the Joint Petition of Avista
Corporation ("A vista") and Stimson Lumber Company (Stimson") for approval of the power
purchase between A vista and Stimson. Please let me know if you have any questions regarding
this filing.
Enclosures
cc: Jeff Weber
Sincerely,ri.Michael cr. ~drea
Senior Counsel
Rr',"l' i' ,-.~:. ,- L . - . \l :~;. ~ ~..... .J.: i ;~ L. r..J
For A vista Corporation
Michael G. Andrea (ISB No. 8308)
Senior Counsel
A vista Corporation
1411 East Mission, MSC-23
Spokane, WA 99202
Phone: [phone]
Facsimile: [phone]
2011 NOV 25 AM 9: 21
For Stimson Lumber Company
Jeff Webber
Vice President - Manufactung
Stimson Lumber
520 S.W. Yamil
Suite 700
Portland, OR 97204
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE JOINT PETITION)
OF AVISTA CORPORATION AN ) CASE NO. A VU-E- 11- 0 (t
STIMSON LUMBER COMPAN FOR )
APPROVAL OF POWER PURCHASE AND ) JOINT PETITION OF A VISTA
SALE AGREEMENT ) CORPORATION AND STIMSON
) LUMBER COMPANY
)
Avista Corporation ("Avista") and Stimson Lumber Company ("Stimson")
(collectively, the "Parties") hereby jointly petition the Idaho Public Utilities Commission
("Commission") for an order approving the Power Purchase Agreement between Avista
and Stimson with a requested effective date of December 1, 2011("Agreement"). The
Agreement is attached hereto as Attachment A.
Page - 1 JOINT PETITION OF AVISTA CORPORATION AND STIMSON LUMER
COMPANY
"
1. Names and Addresses of Petitioners
A vista Corporation
1411 East Mission Avenue
Spokane, W A 99202
Stimson Lumber
520 S.W. Yamhil
Suite 700
Portland, OR 97204
2. Nature of Businesses
A vista is a corporation created and organzed under the laws of the State of
Washington with its principal office in Spokane, Washington. Avista is an investor-
owned utilty engaged in, among other things, the business of generating, transmittng,
"
and distrbuting electric power to wholesale and retal customers in Idaho and
Washington. A vista also provides natual gas serice to customers in Idaho, Washington,
and Oregon, As such, Avista's rates, charges, services and practices are regulated, in
part, by this Commission.
Stimson is a corporation organized under the laws of the State of Oregon that
operates a thermal wood waste small power electrc generation plant located at Plummer,
Idaho ("Facilty"). The Facilty is capable of generating up to approximately 6.5
megawatts of energy. The Facilty is a Qualifyg Facilty pursuat to the Public Utilty
Regulatory Policies of Act of 1978 ("PUR A").
Page - 2 JOIN PETITION OF AVISTA CORPORATION AN STIMSON LUMBER
COMPANY
3. Names of Representatives
All communications, pleadings, and orders with respect to this proceeding should
be directed to:
. ,
For Avista Corporation:
Steve Silkworth
Manager, Wholesale Marketing and
Contracts
A vista Corporation
1411 E. Mission Ave., MSC-7
Spokane, W A 99202
Phone: [phone]
Fax: [phone]
E-mail: steve.silkwortßYavistacorp.com
For Stimson Lumber Company:
Jeff Webber
Vice President - Manufacturing
Stimson Lumber
520 S.W. Yamil
Suite 700
Portland, OR 97204
Phone: [phone]
Fax: [phone]
E-mail: jwebberimstimsonlumber.com
4. Description of Agreement
Michael G. Andrea
Senior Counsel
A vista Corporation
1411 E. Mission Ave., MSC-23
Spokane, W A 99202
Phone: [phone]
Fax: [phone]
E-mail: michaeL.andreawvistacorp.coin
President and Chief Executive Officer
Stimson Lumber
520 S.W. Yamhil
Suite 700
Portland, OR 97204
Upon its effective date, the Agreement will replace the power purchase agreement
("Original Agrement") between the Parties originally approved by the Commission in
Order No. 30224, which was issued in Case No. AVU-E-06-10 on January 19,2007, The
Original Agreement was due to expire on September 30,2011. On September 30, 2011,
the Paries fied with the Commission in IPUC Case No. A VU-E-11-05 an amendment
("Amendment No.2') to extend the term of the Orginal Agreement to allow the Paries
time to finalize a new power purchase agreement to replace the Original Agreement.
Page - 3 JOINT PETITION OF AVISTA CORPORATION AND STIMSON LUMBER
COMPAN
Specifically, Amendment NO.2 amended the Original Agreement to extend the ter as
follows:
The Term ofthe Agreement shall be for the period commencing on the Effective
Date of the Agreement and termnating on the earlier of: (i) the effective date of a
new power purchase agreement between the Pares that provides for the sale of
the output of the Facilty to Avista, or (ii) January 31, 2012.
Amendment No.2 also amended the Orginal Agreement to apply the then-applicable
published avoided cost rates to the purchase by Avista of all output of the Facility during
the Extended Period. The Commission approved Amendment NO.2 in Order No, 32382,
issued on October 13, 2011.
The Paries have now completed their negotiations and have executed the
Agreement, which shall be effective on December 1, 2011 or such other date as ordered
.by the Commission. Pursuant to Amendment No. 2 to the Original Agreement, the
Original Agreement wíl terminate on the effective date of the Agreement. If the
Agreement is approved by the Commission, the term of the Agreement shall be five years
following the effective date,
Page - 4 JOINT PETITION OF AVISTA CORPORATION AND STIMSON LUMBER
COMPAN
5. Joint Request for Approval
A vista and Stimson jointly request that the Commission issue an order (i)
accepting the Agreement, without change or condition, with an effective date of
December 1, 201 i, and (ii) declarng that all payments made by Avista for purchases of
energy under the Agrement be allowed as prudently incured expenses for ratemaking
puroses. çÓ
Respectfully submitted this ~j;day ofNoveiber 2011.
A VISTA CORPORATION
STIMSON LUMBER COMPANY
~~Je er
Vice President - Manufacturing
~."
Page - 5 JOINT PETITION OF AVISTA CORPORATION AN STIMSON LUMBER
COMPAN
ATTACHMENT A
Execution Counterpart
11-16-11
........ POWER PURCHASE AGREEMENT. ..
BETWEEN
STIMSON LUMBER COMPANY
AND
A VISTA CORPORATION
INDEX
1. DEFINITIONS.....................,...............................,.................................................. 3
2. NO RELIACE ON A VISTA..........................,............,..,..,..,...............,..,.....,..,... 6
3 . WARTIS .....,................ ................. ................. ........ ......... ............................. 6
4. CONDITIONS TO ACCEPTANCE OF ENERGy..........,................................... 7
5. TERM OF AGREEMENT...............................................,...................................... 7
6. PURCHASE AND SALE OF POWER..................................,............................... 8
7. INSURANCE .................,...,...............,............................,........................;............. 10
8. CURTAILMENT, INTERRUPTION OR REDUCTION OF DELNERY........... 11
9. OPERATION ........,.......,................................................,.....,................................. 11
10. METERIG ...........................................................................................~.......+.+...l....... 13
11. PURCHASE PRICES AND METHOD OF PAyMENT....................................... 14
12. FORCE MAJEURE ...........................,............................,............,.......................... 15
13. INEMNITy...............,............................... .....,.......................:................ ...,........ 16
14, ASSIGNMNT,.................................................,............,....................................... 16
15. NO UNSPECIFIED THIRD PARTY BENEFICIAS ....................................., 17
16. DEFAULT ..........."............................................................................................. 17
17. ARITRATION ..................................................................................................... 18
18. RELEASE BY PROJECT DEVELOPER .... ...................................,............,......... 19
19. GOVERNMENTAL AUTHORITY... .........,.............................,........... ......... ...,.... 19
20. EQUAL OPPORTUNTY ...,..,................,......,....,..,..,......,...................,................. 19
21. SEVERAL OBLIGATIONS.......................................,........................................... 19
22. IMPLEMENTATION................................................................................................... 20
23. NON-WAIVER....,........,.......................................................,................................. 20
24. AMENDMET.............................................................................................................. 20
25. CHOICE OF LAWS ....,..................................,..........,..........,.......................,......... 20
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Execution Counterpart
11-16-11
26. COMPLIANCE WITH LA WS............................................................................... 20
27. VENUE ............ ..... ....................................... .......' ........ .......... ...... .......... ........ 20
28, HEADINGS .................................,...........................,........................................... 21
29. NOTICES ......,.......................,..................................................,....................... 21
30. EXHIBITS ...........................,............................................................................. 21
31. USE OF FACILITIES............,.............................................,...............,.................. 22
...ExhibitA
ExhibitB
ExhibitC
ExhibitD
ExhibitE
. . ......Communicaion-andReporting---... ..........---.--.------~..---...-----------------------------.
Form of Engieer's Certification of Operations and Maintenance Policy
Intercnnection Agreement
Description of the Facilty
Purchase Price
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Execution Counterpart
11-16-11
This Agreement with an Effective Date as provided in Section 5.1 below is made by and
between Avista Corporation~ a Washington corpration ("Avista")~ and Stimson Lumber
Company ("Project Developer"). A vista and Project Developer are sometimes referred to herein
individually as a "Pary" and collectively as the "Paries. It
WITNESSETH:
............. ......... ..-..._~._.. .....WHEREAS;..Project.Developer-plansto-continueto-operatea-6S..MW.electric.-
generating unites) ("Facilty") at Plumer, Idaho; and
WHREAS, Project Develope has obtained all necessar rights and authorities to own
and operate the Facilty, including all necessar rights and authorities from the Coeur d Alene
Tribe of Indians; and
WHEREAS, the Facilty may produce power from time to time which is in excess to
Project Developer's needs and which Project Developer desires to sell to Avista; and
WHEREAS, Project Developer and A vista are pares to an agreement pursuant to which
Avista purchases the output of the Facilty, which agreement expires by its own terms on
September 30, 2011; and
WHREAS, the Facilty is connected in a manner such that parlel opeation with
A vista's electrical system occurs; and
WHEREAS, Avista and Project Developer are pares to the Interconnection Agreement~
which is set forth at Exhibit C, herein, and incorporated as a par of this Agreement; and
WHEREAS, Project Developer desires to sell and A vista desires to purchase power from
~e Facilty subject to app~oval of the Idao Public Ytilties Commissio~; an~
WHEREAS, Project Developer is or shall be a Qualifying Facilty within the meaing of
the Public Utility Regulatory Policies Act of 1978 and the rules and reguations thereunder; and
NOW, THEREFORE, in consideration of the mutul covenants and agreements
hereinafter set fort, the Pares agre as follows.
1. DEFINITIONS
Whenever used in this Agreement anq exhibits hereto, the following terms shall have the
following meanings:
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Execution Counterpart
11,.16-11
1.1 "Agreement" means this Power Purchase Agreement, including all exhibits, and
any wrtten amendments.
1.2 "!M" mea average MW.
1.3 "Avista", "Project Developer", "~" and "Parties" shall have their
respecve meaings set forth above.
1.4 "Effective Date" shall have the meaning provided in Section 5.1.
1.5 "Environmental Attributes" means all certificates, credits, benefits, emissions
reductions, environmental air quaity credits and emissions reduction credits, offsets and
alowances, howsoever entitled, resulting from the avoidance of the emission of any gas,
chemical, or other substance attrbutable to the Facilty or the generation of energy by the
Facilty, and the delivery of such energy to the electricity grid, and include without limitation,
any of the same arsing out of any current or futue legislation or reguation concerned with
oxides of nitrogen, sulfur, or carbon, with parculat matter, soot, or mercur, or implementing
the United Nations Framework Convention on Climate Change e'UNFCCC") or the Kyoto
Protocol to the UNFCCC or creditig "ealy action" with a view to the UNFCCC, or laws or
regulations involving or administered by the Clean Air Markets Division of the Environmenta
Protection Agency or successor administrator (collectively with any state or federal entity given
jursdiction over a program involving transferabilty of Environmenta Attibutes, the "CAMD"),
but specifically excluding investment tax credits, production tax credits, and cash grants
associated with the construction or operation of the Facilty and other financial incentives in the
form of credits, reductions, or allowances associated with ownership of the Facilty that are
applicable to a state or federal income tax obligation, if any. Environmental Attbutes also
include the reportng rights or Renewable Energy Certficates ("RECs") associated with these
Envionmental Attbutes. RECS are accumulated on a MWh basis and one REC represents the
Environmenta Attibutes associated with one MWh of energy. Environmenta Attbutes do not
include (i) any energy, capacity, reliabilty or other power attributes from the Facilty... .
1.6 "Facilty" mea the electric generating facilties, including all equipment and
structures necessar to generate and supply power, more particularly described at Exhibit D .
(Description of the Facilty),
1.7 "Facilty Service Power" mea the electric power used by the Facilty during
its opeation, including, but not necessarily limited to pumping, generator excitaion, cooling or
otherise related to the production of electricity by the Facilty.
1.8 "FERC" means the Federal Energy Regulatory Commission.
1.9 "Independent Engineering Certification" means certifications provide by a
professional engineer registered in Washington or Idaho, who has no direct or indirect, legal or
equitable, ownership interest in the Facilty.
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Execution Counterpart
11-16-11
1.10 "Interconnection Agreement" The Generation Interconnection Agreement by
which Net Delivered Output may be delivered into the transmission system of A vista at the Point
of Delivery during the term of this Agreement. The Interconnection Agreement is set fort in
ful at Exhbit C.
1.11- "Interconnection Facilties" mean all facilties required to interconnect the
Facilty for delivery of Net Delivere Output to the Avist trsmission system including. Co' . h' l' d.Co ' T. . F '1". "~"'-'conneøtien,transJ.ermation,-sW1tÐ . ing,.re aying-an ..swet-y-equipment.i"ntercoimection..aci Itles-.-----.-.~_.
shall also include all telemetr, meterig, cellular telephone, and/or communication equipment
required under this Agreement regardless of location.
1.12 "IPUC" means the Idaho Public Utilties Commission or its successor.
1.13 "MW" mean megawatt. One thousad kilowatts equas one megawatt.
1.14 "Market Energ Cost" means eighty-five percent (85%) of the weighted
average of the daily Intercontinental Exchange ("ICE") daily On- and Off-Peak Finn Index
prices for electricity at the Mid-Columbia hub ("Mid-C"), or its successor, or as agree to by the
paries where no successor exist.
1.15 "Net Delivered Output" meas all electic energy generated by the Facilty, net
of Facilty Service Power.
1.16 "Net Delivered Output Cost" mean the rate in dollars per megawatt-hour, to be
paid by A vista for all Net Delivered Output, subject to any limitations under this Agreement.
The Net Delivered Output Cost is speified in Section 1 1.1.
1,17 "Off-Peak" meas all hour other than On-Peak hour.
1.18 "On-Peak" means the hours ending 0700 through 2200 Pacific Prevailng time,
Monday though SUnday, including NERC holidays,
1.19 "Operating Year" meas each 12-month period from Januar 1 through
December 31.
1.20 "Point of Delivery" means the location where the Facilty is electrcally
interconnected with Avista's transmission system.
1,21 "Prudent Utilty Practices" means the practices, methods, and acts, including
but not limited to practices, methods, and acts engaged in or approved by a signficant portion of
the electric power generation and trsmission industry, in the exercise of reasonable judgment
in the light of the facts known or that should have been known at the time a decision was made,
that would have been expected to accomplish the desire result in a maner consistent with law,
reguation, reliabilty, safety, environmenta protection, economy, and expedition.
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Execution Counterpart
11-16-11
1.22 "Scheduled Outage" means any outage which is scheduled by the Project
Developer to remove electrical or mechanical equipment from service for repair, replacement,
maintenace, safety or any other reaon, and which thereby limits the generating capabilty of the
Facilty to less than its full tested capabilty,
1.23 "Surplus Energy" means: (1) Net Delivere Output produced by the Project
Developer's Facilty and delivered to the Avista electrical system during the month which
.........--.._.....e*eeeds+10%-øf-the--mønthly-Net-l)elivered.-Output..estimateÆor-the...corresponding.,month..--------.,-...-----.--
specified in Section 6.3; or (2) if the Net Delivered Output produced by the Project Developer's
Facilty and delivered to the A vista elecical system durng the month is les than 90% of the
monthy Net Delivered Output estimate for the correspondig month specified in Section 6.3,
then all Net Delivered Output delivered by the Facilty to the A vista electrical system for that
given month. For clarification, Net Delivered Output tht is Surlus Energy pursuant to ths
defintion shall be sold to A vista at the price set fort in Section 11.2.
1.24 "Surplus Energy Cost" means the rate in dollar per megawatt~hour, to be paid
by Avista for all Surlus Energy, subject to any limitations under this Agreement. The Surplus
Energy Cost is specified in SeCtion 11.2.
2. NO RELIANCE ON AVISTA
2.1 Project Developer Independent Investigation. Project Developer warts and
represents to Avista that in entering into this Agreement and the underting by Project
Developer of the obligations set forth herein, Project Developer has investigated and determined
that it is capable of performing hereunder and has not relied upon the advice, experience or
expertise of A vista in connection with the transactions contemplate by this Agrment.
2.2 Project Developer Expert. All professionals or expert including, but not limited
to, engineers, attorneys or accountants, that Project Developer may have consulted or relied on in
undertaking the transactions contemplated by this Agreement have been solely those of Project
Developer.
3. VVA~l1ES
3.1 No Waranty by Avista. Any review, acceptance or failure to review Project
Developer's design, specifications, equipment or facilties shal not be an endorsement or a
confirmation by A vista, and A vista makes no waranties, expressed or implied, regarding any
aspect of Project Developer's design, specifications, equipment or facilties, including, but not
limited to, safety, durabilty, reliabilty, strength, capacity, adequacy or economic feaibilty.
3.2 Qualifying Facilty Statu. Project Developer warants that the Facilty is a .
"Quaifying Facilty", as that term is used and defined in 18 C.F.R. §§ 292,101, 292.207. After
initial qualification, Project Developer shall take such steps as may be required to adequately
maintain the Facilty's Qualifying Facilty status durig the tern of this Agreement and Project
~ 6 M
Execution Counterpart
11-16-11
Developer's failure to adequately maintain Quaifyng Facilty status will be a material breach of
this Agreement. Avista reserves the right to review the Project Developer's Qualifyng Facilty
status and associated support and compliance documents at any time during the term of this
Agreement.
4. CONDITIONS PRIOR TO EFFECTIVE DATE
Pror to the Effective Date, the following actions must have ocured:
4,1 Licenes, Permts and Approvals. Pusuant to aplicable federal, state, trbal or
locl regulations, Project Developer shall maintai in good standing and effect all licenses, perits
or aprovals necesar for Project Developer's operations including, but not limted to, compliance
with Subpar B, 18 C.F.R. § 292.207. Licenses, perits and approvals shall include but shall not
be limited to tribal, state and local business licenses, environmental permits approvals for fuel
storage, water rights, and other necessar easements and leases.
4,3 Insurance. Project Developer shal have complied with Section 7, Insurance.
4.5 Initial Year Monthly Net Delivered Output Amounts. Project Developer shall
have provided to A vista the Initial Yea Monthly Net Delivered Output Estimates in accordance
with Section 6.3.1.
5. TERM OF AGREEMENT
5,1 Subject to the provisions of this Section 5, ths Agreeent shall be effective at
0000 hour on December 1,2011, or such other date as ordered by the IPUC, ("Effective Date");
provided the Agreement is executed by the Partes on or prior to the December 1, 201 1. In the
event this Agreement is executed by the Parties subsequent to December 1, 2011, the Effective
Date wil be deemed to be th.e date upon which the Agreement will have been executed by both
Paries. Power purchases puruant to ths Agreement shall commence upon the Effective Date,
5.2 Project Developer and Avista shal jointly petition the IPUC for an order
aproving the Agreement. This Agreement is conditioned upon the approval and deterination
by the IPUC that the prices to be paid for electrc power are just and reasonable, in the public
interest, and that the costs incurred by A vista for purchases of electric power from Seller ar
legitiate expenses.
5.3 In the event that the IPUC fails to issue a final order approvig this Agreement by
January 30,2012, neither Pary shall have any furter obligations to purchase or sell electric
power hereunder, and this Agreement shall ternate on Januar 30,2012.
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Execution Counterpart
11-16-11
5.4 In the event that this Agreement is tenninated pursuant to Sections 5.2 or 5.3,
except as otherwse provided, the Project Developer shall refud amounts to A vista. The refund
amount for each month shal be equa to the amount previously paid by A vista for electric power
received by A vista durng such month, less the arithetic product that is obtained by multiplying
the number of megawatt-hours during such month for which A vista has paid, by the lesser of: (i)
the Net Delivered Output Cost set fort in Section 11,1 for such month, or (ii) the Market Energy
Cost for such month. hi the event that Avista has not paid for electric power delivered by Project
-..~...,,~--neveløper-beføre-this-A-greement-is-teriinated-pursuant-to-Sectîns5r2-or5.-3,-Avista-shall-pay.----...-----_.__.'--~------
for such power at the lesser of: (i) the Net Delivered Output Cost set fort in Section i 1.1 for
such month, or (ii) the Market Energy Cost for such month,
5.5 The tenn of the Agreement shall be for 5 years following the Effective Date,
unless termnated earlier by tenns and conditions contained herein.
5,6 Unless excused by Force Majeure, Avista may termnate this Agreement on thrty
(30) days prior written notice if, in any two (2) consecutive Operating Years, Project Developer
fails to deliver Net Delivered Output equa to 42,048 megawatt-hours.
6. PURCHASE AND SALE OF POWER
6,1 Project Developer shal sell and deliver to the Point of Delivery and Avista shall
purchase all Net Delivered Output
6.2 The Facilty is designed, and the Project Developer shall operate the Facilty in a
manner such tht the hourly scheduled amount of Net Delivered Output does not exceed 6.5 MW
in any hour. Avista shal have the right, but not the obligation, to purchase any Net Delivered
Output from the Facilty in excess of 6.5 MW in any hour. The maxium anual amount of
electric power tht Avista is obligated to purchase hereunder shall be 56,940 megawatt-hours in
any Operating Year which is a non-Leap Year, or 57,096 megawatt-hours in any Operating Yearwhich is a Leap Year, - -
6,3 Net Delivered Output Amounts,
6,3.1 Initial Net Delivered Output Estimates. Project Developer shall provide to
Avista Net Delivered Output estimates for each of the twelve consecutive months that
begin with the month contaning the Effective Date, counting the month during which the
Effective Date occurs as month one (Initial Year Monthly Net Delivered Output
Estimates). Project Developer shall provide to Avista such hiitial Year Monthly Net
Delivered Output Estimates by wrtten notice in accordance with Section 29 no later than
five (5) calendar days prior to the Effective Date.
6.3.2 Subsequent Monthly Net Delivered Output Estimates. At the end of
month nine following the Effective Date, and at the end of every third month therear,
Project Developer shall provide to Avista Net Delivered Output estmates pertaining to
each of the additional consecutive three months for which Project Developer has not yet
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Execution Counterpart
11-16-11
delivered to Avista Net Delivered Output estmates, so that Project Developer shall have
provided in advance on a rollng basis to Avista six months of Net Delivered Output
estimates, Project Developer shall provide such Net Delivered Output estmates to
Avista by written notice in accordance with Section 29, no later than 5:00 p.m. of the last
business day of the month durng which they are required to be provided.
6.3.3 Content of Net Delivered Output Estimates. All Net Delivered Output
--'-'~'---'-'-'-'-estimates-shall-beex:pressed'ln.kilowatt-hours-by.-month..... ..... ..... .....--'....-'--
6.3.4 Failure to Provide Net Delivered Output Estimates. If the Project
Developer fails to provide to Avista Net Delivered Output estimates when required herein
perting to any month or months, A vista shall determine the Net Delivered Output
estimates pertining to such month or month, and the Net Delivered Output estimates
shall be binding for purses of the Agreement as though they were prepared by Project
Develope and provided to A vista as required by the Agreement.
6.3.5 Project Developer's Revisions of Net Delivered Output Estimates. At the
end of month thee following the Effective Date, and at the end of every third month
thereafer, counting the month during which the Effective Date occurs as month one,
Project Developer may provide A vist with revisions to Net Delivered Output estimates
previously provided to A vista, except Project Developer may not revise Net Delivered
Output estimates that pertain to the three consecutive months that immediately follow the
month during which Project Developer provides Avista notice of the revisions. If Project
Developer elects to revise Net Delivered Output estmates previously provided to A vista,
then Project Developer must provide to Avista the revised Net Delivered Output
estimates by written notice in accordance with Section 29. no later than 5 :00 p.m. of the
last business day of the month dunng which they are required to be provided.
6.3.6 A vista Adjustment of Net Delivered Output Estimate. If Avista is excused
from accepting the Project Developer's Net Delivered Output as specified in Section 9.2
or if the Project Developer declares a Suspension of Energy Deliveries as specified in
Section 9,3 and the Project Developer declared Suspension of Energy Delivenes is
accepted by Avista the Net Delivered Output estimate as specified in Section 6.3.1 for
the specific month in which the reduction or suspension under Section 9.2 or 9.3 occurs
wil be reduced in accordance with the following:
Where:
NDO=Current Month's Net Delivered Output estimate
SGU=(a)If A vista is excused from accepting the Project Develope's Net
Delivered Output as specified in Section 9.2 this value wil be
equal to the percentage of curailment as specified by A vista
multiplied by the TGU as defined below.
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Execution Counterpart
(b)
11-16-11
If the Project Developer declares a Suspension of Net Delivered
Output as specified in Section 9.3 this value will be the generation
unit size rating of 6.5 MW,.
TGU=Generation unt size rating of6,5 MW,
RSH=Actu hours the Facilty's Net Delivered Output wa either
..........~~reueed.()Huspended"under.geetions.9.-2-or-9:3~-..... .....__...........-...-~_....~-_.._~._....-
TH = Actua tota hour in the curnt month
Resulting fonnula being:
Adjusted
Net Delivered
Output
= NDO - ( ( SGU x NDO ) X ( RSH ) )TGU TH
This Adjuste Net Delivered Output estimate will be used in applicable Surlus Energy
calculations for only the specific month in which Avista was excused from acepting the Net
Delivered Output or the Project Developer declared a Suspension of Energy.
6.4 Environmental Attbutes. Ownership of Environmental Attributes shall be determined
consistent with applicable Stae and Federal law.
7. INSURACE
7.1 Business Insurance. Prior to operating the Facilty, Project Developer, at his own
cost, shall obtain and maintain the following insurce in force over the Term of this Agreement
and shall provide certificates of all insurance policies. Avista's acceptance of the certficate of
insurance is not intended to, and wil not reduce, limit, afect, or modify the primar obligations
and liabilties of Project Developer ùnder the provisions of this Agreement. Project Developer
mus provide notice of cancellation or notice of change in policy terms at least 60 days prior to
any chage or termination of the policies.
7.1.1 General Liabilty. Project Developer shall ca and maintan
comprehensive general liabilty insurance in a form acceptable to Avista with coverage of
not less th $2,000,000 per occurence, including coverage of bodily injur, property
damage liabilty, and contractua liabilty specifically related to the indemnity provisions
of this Agreement. The deductible will not exceed the Project Developer's financial
abilty to cover claims and wil not be greater than prevailng practices for similar
operations in the State of Idaho.
7.1.2 Propert Insurance. Project Developer shall car and maintain property
insurance for the fu replacement value of the Facilty in a form aceptable to A vista a
deductible not to exceed the Project Developer's financial abilty, and will not be greater
th prevaiing practices for similar operations in the State of Idaho.
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Execution Counterpart
11-16-11
7.1.3 Quaifying Insurace. The insurance coverage required by this Section
7.1.1 must be obtaied from an insurnce caner licensed to conduct business in the state
in which the Servces ar to be performed, must be acceptale to A vista, such acceptance
not to be uneasonably witheld, but in no event have less than an A,M. Best Rating of
A-, Class VIII. The policies required under this Agreement must include (i) provisions or
endorsements naming A vista and its diectors, offcers and employees as additiona
.......------......---------.¡nsureds,.(ii)-Avista-as-aloss-payee-as-app1-Gable,-~ii¿-a-cruss-iiabilty-andsev:erabi1ity-of-----~~---------._--
interest clause, and (iv) provisions such that the policy is primar insurance with respect
to the interests of A vista and that any other insuance maintained by A vista is excess and
not contributory.
7.2 Engineering Certfications. Project Developer shall maintain current and effective
Independent Engieering Certfications as to the adequacy of the Operations and Maintenace
Policy substantially in the form as shown in Exhibit B and shaH, at A vist's reaonable wrtten
request, provide to A vista copies of said Certifications within sixty (60) days after such reuest..
Failure to provide such documentation shall be deemed to be a default under Section 16.1.
8. CURTAILMENT, INTERRUPTION OR REDUCTION OF DELIVRY
Avista may require Project Developer to curl, interrpt or reduce delivery of Net
Delivered Output if, in accordance with Section 9.2, A vista determines that curailment,
interrption or reduction is necessa because of force majeure or to protect persons and property
from injur or damage, or because of emergencies, necessa system maintenance, system
modification or special operatig circumstances, Avista shall use its reasonable effort to keep
any period of curtlment, interrption, or reduction to a minimum. In order not to interfere
uneasonably with Project Developer operations, A vista shall give Project Developer reasonable
prior notice of any curtailment, interrption, or reduction, the reasn for its occurence and its
probable duration.
9, OPERATION
9.1 Communcations and Reporting. Avista and the Project Developer shall maintain
appropriate operatig communications though Avista's Designated Dispatch Facilty in
accordance with Exhibit A of this Agreement.
9.2 Excuse From Accptace of Delivery of Power,
9.2.1 Avista may interrpt, suspend or curtail delivery, receipt or acceptance of
delivery of power if A vista resonably determines consistnt with Prudent Utilty
Pratice that the failure to do so:
9.2.1.1 May endanger any person or propert, or Avista's electric
system, or any electric system with which Avista's system is interconnected;
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Execution Counterpart
11-16-11
9.2.1.2 May cause, or contribute to, an iminent significant disruption
of electric servce to A vista's or another utlity's customers;
9.2.1.3 May interfere with any constrction, installation, inspection,
. testing, repair, replacement, improvement, alteration, modification, operation, use
or maitenance of, or addition to, Avista's electric system or other propert of
Avista;
9.2.2 Avista shall promptly notify Project Developer of the reasons for any such
interrption, suspension or curailment provided for in Section 9.2,1, above. A vista shall
use reasonable effort to limit the duration of any such disconnection, interrption,
suspension or curtailment.
9.3 Project Developer Declared Suspension of Energy Deliveries.
9.3.1 If the Project Developer's Facilty experiences a forced outae due to
equipment failure which is not caused by an event offorce majeure or by neglect,
disrepair or lack of adequate preventative maintenance of the Project Developer's
Facilty, Project Developer may, afer giving notice as provided in Section 9.3,2 below,
temporarily suspend all deliveries of Net Delivered Energy to Avista from the Facilty for
from individual generation unit(s) withn the Facilty impacted by the forced outage for a
period of not less th 48 hour to correct the forced outage condition ("Declared
Suspension of Energy Deliveries"). The Project Developer's Declared Suspension of
Energy Deliveries will begin at the sta of the next full hour following the Projec
Developer's telephone notification as specified in Section 9.3.2 and will continue for the
time as specified (not less than 48 hours) in the wrtten notification provided by the
Project Developer. In the month(s) in which the Declared Suspension of Energy occured,
the Net Delivered Energy Amount will be adjuste as specified in Section 6.3.5.
9.3.2 Ifthe Project Developer desires to initiate a Declared Suspension of
Energy Deliveries as provided in Section 9.3,1, the Project Developer shall notify the
Designated Dispatch Facilty by telephone. The beginning hour of the Declared
Suspension of Energy Deliveries wil be at the earliest the next full hour after
maldng telephone contact with Avista. The Project Developer shal, withn 24 hour
afer the telephone contact, provide A vista a written notice in accordance with Section 29
that wil contain the beginning hour and duration of the DeClared Suspension of Energy
Deliveries and a description of the conditions that caused the Project Developer to
initiate a Declared Suspension of Energy Deliveries. Avista shall review the
documentation provided by the Project Developer to determine A vista's acceptance of
the descnbed forced outage as qualifying for a Declared Suspension of Energy
Deliveries as specified in Section 9.3.1. Avistats acceptance of the Project Developer's
forced outage as an acceptable forced outage will be based upon the clear documentation
provided by the Project Developer that the forced outage is not due to an event of Force
Majeure or by neglect, disrepair or lack of adequate preventative maintenace of the
Project Developer's Facilty.
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Execution Counterpart
11-16-11
9.4 Scheduled Maintenance. On or before Januay 31 of each caendar year, Project
Developer shal submit a written proposed maintenance schedule of signficant Facilty
maintenace for tht calenda year and Avista and Project Developer shall mutualy agree as to
the acceptabilty of the proposed schedule. The Pares determination as to the acceptabilty of
the Project Developer's tietable for scheduled maintenance shall take into consideration
Prudent Utilty Practices, A vist system requirements and the Project Developer's preferred
schedule. Neither Part shall uneasonably withold aceptance of the propose maintenance
-----,--,w'----'--''''Sehedule;-The-pares-shall-eooperate-in.deterining-mutuallyaGGeptable.FaGiiity-dowii-times-ör--------~--------.
maintenance shutdowns.
9.5 Compliance with Permts. Licenses, Authorizations and Other Rights, Project
Developer shall obtain and comply with all permits, licenses, authorizations and other rights
required to own, operate, use and maintain the Facilty, as they may change from time to time.
Project Developer shal furnish to A vista on request, copies of all documents granting,
evidencing or otherwse related to such permits, licenses, authorizations and rights.
9.6 Project Developer's Risk. Project Developer shal own, operate, use and maintain
the Facilty at its own risk and expense in compliance with all applicable laws, ordinances, rues,
regulations, orders and other requirements, now or hereafer in effect, of any governmenta
authority.
9.7 Avista Right to Inspect. Project Developer shall peimit Avista to inspect the
Facilty or the operation, use or maintenance of the Facilty. Project Developer shall provide
A vista reaonable advance notice of any such test or inspection by or at the direction of Project
Developer.
9.8 Project Developer Obligations in Accordance with Prudent Utility Practices.
Project Developer shal own operate and mantain the Facilty and any Project Developer-owned
Interconnection Facilities so as to allow reliable generation and delivery of electrc energy to
A vist for the full term of the Agreement, in accordace with Prudent Utilty Practces.
10. METERING
10.1 A power meter curently located at the Point of Delivery at Project Developer's
expense will register the Net Delivered Output generated and delivered to Avista on an hourly
basis,
10.2 The power mete will record power, which flows from the Facilty to Avista.
A vista and Project Developer both shall have the right to read and receive readings from the
power meter. Avista shall read the meter at least once a month to determine the amount of Net
Delivere Output in each calendar month. Power deliveries in any month shall be calculated
based on infonnation from meter readings with the date adjustment made by prorating metered
amounts to the number of days in such month. Actual monthly Net Delivered Output shall be
determined from the record developed. A vista shall own and maintain all meters used to
determine the billng hereunder and the meter(s) shall be located as specified in the
Interconnection Agrement. Such meter( s) shall be tested and inspected in accordance with
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Execution Counterpart
11-16-11
Avista's meter testing program as filed with the Washington Utilities and Transporttion
Commission and/or the Idaho Public Utilities Commission. If requested by Project Developer,
A vista shall provide copies of applicable test and calibration records and calculations. A vista
shall perit a representative of Project Developer to be present at all times the meters are being
tested. Additionally, Avista shal test any or all of such meters as may be reasonably be required
by Project Developer. Project Developer shall' pay reaonable costs for such requested test
unless any ()f the meters is found to be inaccurate in which case A vista shall pay for such test.
'-_"~'~..~..~,,~.'~~.~.~.._.~,.,,~,~.M._.~.,_,,~.~'~..A"'A~~_.....''''''.~.''.'"...Y.~_'.._.N.'~~'''''~.'....'.'~.~...y.....".."..._.._........~,~~.,'~~".~_.y.".~.~.__._.____..._.__._A.___~.~~N~_~~...~._~....."..,._.._..M._....,__,.~M..Y.~~y.~_~~.......N~~.".~...~...,_~"..~.~_...~.~_,,~..~.._"~~~.~~...,,..~...~~...~........~
1 0.3 Adjusents shall be made in meter readings and bmings for errors in a meter
reading or biling discovered within twelve (12) months of the error. Avista shall notify Project
Developer of any errors arising from meter caibration, reaing or biling. A vista shall permit
representatives of Project Developer to inspet all of Avista's records relating to the delivery of
electrical energy to and purchase of electrcal energy by A vista hereunder,
11, PURCHASE PRICES AND METHOD OF PAYMNT
11.1 Net Delivered Output Cost.
11.1.1 Avoided Cost Rates For NonwFueled Projects Smaller Than Ten
Megawatts - NonwLevelized. For all Net Delivered Output received by Avista for each
hour that is not Surlus Energy Avista shall pay the applicable rate based upon the
following On-Peak or Offwpeak Avoided Cost Rates For Non-Fueled Projects Smaller
Tha Ten Average Megawatts per month w Non-Levelized as shown in Exhbit E.
11.2 Surlus Energy Cost. For all Surlus Energy, A vista shall pay to the Project
Developer the curent month's Market Energy Cost per megawattwhour or the Net Delivered
Output Cost specified in Section 11.1, whichever is lower,
11.3 Payments to Project Developer, For each month during the term of ths
Agreement, so long as there are energy deliveries made and/or payments due hereunder, Avista
shall prepare a statement based upon Net Delivered Output and Surlus Energy delivered to
Avista. Payments by Avista for amounts biled shall be paid no later than the15th day of the
month following the prior calendar month biling peiod. If the Due Date falls on a noiiwbusiness
day of either Party, then the payment shall be due on the next following business day.
11.4 Payments to Avista. If Project Developer is obligated to make any payment or
refud to A vista A vista shall bil Project Develope for such payments. Project Developer shall
pay A vista on or before the 15th day of the month following the prior calendar month biling
period or ten (10) days after receipt of the bil, whichever is later.
11.5 Interest. Aiiy payments by Avista to Project Developer or by Project Developer
to A vista if not paid in full within the limitations set fort in Sections 11.3 and 11.4 above, shall
be late. In addition to the remedies for such an event of default pursuant to Section 16, the late-
paying Pary shall be assessed a charge for late payment equal to the lesser of seven and one half
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Execution Counterpart
11-16-11
perèent (7.5%) per anum, or the maximum' rate allowed by the laws of the State of Idaho,
multiplied by the overdue amount.
11.6 . Set~Off. Project Developer agrees that Avista may set off any and all amounts
owed by Project Developer to A vista against any curent or future payments due Project
Developer under this Agreement.
.-......--._.~.__."'_.._-_....__.....----.-H;7.....-WireT-rasfer;--AI1.payments-shall-be-made.by-AC-H.ør-wire-transf-er.in-~-~._~_.--_.._.__.._.~._._....._...:
accordance with fuher agreement of the Paries.
12, FORCE MAEURE
12.1 Neither Pary shal be liable to the other Pary for, or be considered to be in
breach of or default under this Agreement, on account of any delay in pedormance due to any of
the following events or any delay or failure to produce Net Delivered Output, or to, receive or
acpt Net Delivered Output due to any of the following events:
12.1.1 Any cause or condition beyond such Pary's reasonable control which such
Par is unable to overcome by the exercise of reasonable dilgence (including but not
limited to: fire, flood, earhquake, volcanic activity, wind, drought and other acts of the
elements; cour order and act of civil, military or govenuental authority; strke lockout
and other labor dispute; riot, insurection, sabotage or war; breakdown of or daage to
facilties or equipment; electrical distubance originating in or transmitted through such
Pary's electrc system or any electric system with which such Pary's system is
interconnected; and, act or omission of any person or entity other than such Par, and
Pary's contractors or suppliers of any tier or anyone acting on behalf of such Pary); or
12.1.2 Any action taken by such Par which is, in the sole judgment of such
Par, necessary or prudent to protect the operation, performance, integrty, reliabilty or
stabilty of sUch Pary's electrc system or any electric system with which such Pary's
electric system is interconnected, whether such actions occur automatically or manually.
12.2 In the event of any force Majeure occurence, the time for performance thereby
delayed shall be extended by a period of time reasonably necessary to compensate for such
delay. A vista shall not be required to pay for Available Output which, as a result of any force
majeure event, is not delivered. Nothing contaned in ths Section shall require any Par to
sette any strke, lockout or other labor dispute. In the event of a force majeur ocurrnce which
wil afect performance under this Agreement, the nonperforming Pary shall provide the other
Pary written notice within foureen (14) days after the occurence of the force majeure event.
Such notice shall include the pariculars of the occurrence, assurances that suspension of
performance is of no greater scope and of no longer duration tha is required by the force
majeure, and tht best efforts are being used to remedy its inabilty to perform.
12.3 Force majeure shall include an electrical distbance tht prevents any electric
deliveries from occurrg at the Point of Delivery.
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Execution Counterpart
11-16-11
13. INDEMNITY
13,1 Project Developer shall indemnify, defend and hold harless Avista, its directors,
offcers, employees, agents, and representatives, against and from any and all losses, expenses,
liabilties, claims or actions (hereafer "Loss"), based upon or ansing out of bodily injures or
.......---.-.....---.-.-----.damages.io.persons,-înclu.ng-without-limitation'death-r-esulting-therefrom,-or-physical .damges--.--.__............__._-_....
to or losses of propert caued by, arsing out of or sustained in connection with the constrcton,
operation or maintenace of the Facilty. Avista shall indemnify, defend and hold harless
Project Developer, its directors, offcers, employees, agents, and representatives, against and
from any Loss, caused by, arsing out of or sustaned in connection with the constrction,
operation or maintenance of its electrcal system. In the event that any such Loss is caused by
the negligence of both Project Developer and Avista, includng their employees, agents,
suppliers and subcontractors, the Loss shall be borne by Project Developer and Avista in the
proporton that their respective negligence bears to the total negligence causing the Loss.
13.2 TO THE EXTNT PERMITTED BY APPLICABLE LAW, PROJECT
DEVELOPER AND A VISTA EACH WAIVE ANY IMMUNITY UNDER EXISTING
WORKER'S COMPENSATION LAW APPLICABLE TO THE JURISDICTION WHERE THE
FACILITY IS TO BE LOCATED AS NECESSARY TO INDEMNIFY AND HOLD
HARESS TH OTHER FROM SUCH LOSS, TO THE EXTENT SET FORTH IN
SECTION 13.1, ABOVE.
13.3 PROJECT DEVELOPER AND A VISTA SPECIFICALLY WARRT THT
THE TERMS AND CONDITIONS OF THE FOREGOING INDEMNITY PROVISIONS ARE
THE SUBJECT OF MUTUAL NEGOTIATION BY THE PARTIES, AND ARE
SPECIFICALLY AND EXPRESSLY AGREED TO IN CONSIDERATION OF THE
MUTUAL BENEFITS DERIED UNDER THE TERMS OF THE AGREEMENT.
13.4 Other than as expressly provided for in this Agreement, neither Pary shall be
liable under any provision of this Agreement for any losses, daages, costs or expenses for any
special, indirect, incideiital, consequential, or punitive damages, including but not limited to loss
ofprofit or revenue, loss of the use of equipment, cost of capital, cost of temporar equipment or
services, whether based in whole or in par in contract, in tort, including negligence, strict
liabilty, or any other theory of liabilty; provided, however, that damages for which a Pary may
be liable to the other Pary under another ageement wil not be considered to be special, indirect,
incidenta, or consequential damages hereunder.
14. ASSIGNMENT
14.1 Project Developer shall not voluntaly assign its rights or delegate its duties
under this Agreement, or any part of such rights or duties without the written consent of A vista.
Such consent shall not unrasonably be withheld. Further, no assignent by Project Developer
shall relieve or release it to the extent of any of its obligations hereunder. Subject to the
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Excution Counterpart
11-16-11
foregoing restrictions on assignents, this Agreement shall be fully binding upon, inure to the
benefit of and be enforceable by the Paries and their respective successors, heirs and assigns.
14.2 Project Developer shal have the right, subject to the obligaton to provide
securty hereunder, without the other Par's consent, but with a thirty (30) days prior wrttn
notice to the other Par, to make collateral assignments of its rights under ths Agreement to
satisfy the requiments of any development, constrction, or other long term financing. A
..................."'~--_..----~coHateral-assignent-shall-not-eonstitue-a-delegation-ef-Projeet-Bevelopers!.obligatiens-uder---------.---~.._--_._-.:
this Agreement, and this Agreement shall not bind the collateral assignee, Any collateral
assignee succeeding to any portion of the ownership interest of Project Developer shall be
considered Project Developets successor in interest and shall thereafer be bound by this
Ageement.
15. NO UNSPECIFIED THIRD PARTY BENEFICIARIES
Except as specifically provided in this Agrement, there are no third par beneficiaries
of this Agreement. Nothng contained in this Agreement is intended to confer any right or
interest on anyone other than the Pares, and their respective successors, heirs and assigns
peritted under Section 14.
16. DEFAULT
16,1 In the event that either Par fails to perform the terms and conditions set fort in
this Agreement (a breach of or default under ths Agreement), including without limitation the
failure to provide Net Delivered Output, when available and deliverable to Avista at the times or
in the amounts required by this Agreement, the following shall apply:
16.1,1 The non-defaulting Pary shall give wrtten notice to the defaultig Pary
of the breach of or default under this Agreement. -
16,1.2 Where default is for failure to pay sums which are due and payable under
this Agreement, then the defaulting Par shal have 30 days following receipt of written
notice to cure the default, after which period the non~defaulting Party may unlaterally
terminate this Agreement.
16.1.3 Except as provided in Sections 16. 1.2 and 16.1.4, in all other cases of
breach or default, then the defaulting Pary must begin to cur the breach or default
withn 30 days and shall complete such cure within 90 days of receipt ofwntten notice,
or else the non-defaulting Pary may unilaterally terminate this Agreement.
16.1,4 Ifa breach or default occurs under Sections 16.2.1, 16.3.1, 16.3.2, 16.3.3,
16.3.4, then the non-defaulting pary may terminate this Agreement afer the respective
cure period(s) as expressly provided for in such Sections.
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Execution Counterpart
11-16-11
16.2 Notwithstanding any claim of force majeure, Project Developer shall be in default
if:
16.2.1 Project Developer has abandoned the Facilty; or
------..------..---------..---------------''-f6;2';2-rhere-have--been-no-energy-delivenes-to--Åvista-from-the..F-aeility-for--.._---_.._---._--~-------_.-;
period of twelve (12) consecutive month; or
16.2.3 Net Delivered Output delivered to Avista fais to exceed 42,048
megawatt-hours during any rollng period oftwenty~four (24) consecutive calendar
months; or
16.2.4 Facilty ceases to be a Qualifying Facilty.
16.3 For purposes of this Agrement, and without limiting the generality of section
i 6.1, a Pary shall also be in default if it:
16.3.1 Becomes insolvent (e.g" is unable to meet its obligations as they become
due or its liabilties exceed its assets); or
16.3.2 Makes a gener asignent of substantially all of its assets for the benefit
of its creditors, fies a petition for banuptcy or reorganization or seeks other relief under
any applicable insolvency laws; or
16.3.3 Has filed against it a petition for banptcy, reorganization or other relief
under any applicable insolvency laws and such petition is not dismissed or stayed within
sixty (60) days after it is fied. -
16.3.4 Is in default under any Transmission Agreement, provided that Avista
shal have the obligation to notify Project Developer of any default under any
Transmission Agreement, and provide Project Developer with seventy-two (72) hours
from the receipt of notice of default to cure such default under any Transmission
Agrment.
16.4 Any fight or remedy aforded to either Pary under any provision of this
Agreement on account of the breach of or default under ths Agreement by the other Party is in
addition to, and not in lieu of, all other rights or remedies aforded to such Pary under any other
provisions of this Agreement, by law or otherwse on account of the breach or default.
17. ARITRATION
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Execution Counterpart
11-16-11
Each Pary shall strive to resolve any and all differences durng the term of the
Agreement. If a dispute canot be resolved, each Pary shall use arbitration before requesting a
hearg before the !PUC. The arbitration shall be conducted puruant to the Dispute Resolution
Procedures. Attachment 5, to the Interconnection Agrement. The Partes agree that the IPUC
shall have continuig jursdiction over this Agreement.
----.---..----..-18~-.-.--REl;E:ASE_BY-PRO;JeT-DEYEl;OPER-.....---......._-.---------...-.--.--.--.-.---.--.-...-._.._________-.
Project Developer releases A vista from any and all claims, losses, har, liabilties,
damages, costs and expenses to the extent resulting from any:
18.1 Electric distubance or fluctuation tht migrates, directly or indirectly, from
A vista's electric system to the Facilty;
18,2 Interrption, suspension or curailment of electric service to the Facilty or any
other premises owned, possessed. controlled or served by Project Developer, which interrption,
suspension or curailment is causd or contribute to by the Facilty or the interconnection of the
Facilty with any electric system; or
18,3 Disconnection, interrption, suspension or curlment by A vista pursuant to
terms of this Agreement or the Interconnection Agreement.
18.4 Disconnection, interruption, suspension or curailment of tranmission service by
a transmtting entity or any unforeseen cost or increas in costs to Project Developer imposed by
a transmitting entity.
19. GOVERNMENTAL AUTHORITY
Ths Agreement is subject to the rules, reguations, orders and other requirements. now or
hereafter in effect, of all governental authorities having jursdiction over the Facilty, this
Agreement, the Paries or either of them. All laws, ordinances, rues, regulations, orders and
other requirements, now or hereafter in effect, of governental authorities tht are requied to be
incorprated in agreements of this charcter are by this reference incorporate in this Agreement.
20. EQUAL OPPORTUNITY
Project Developer shall comply with all applicable equa opportunity laws, ordinances,
orders, rules and regulations.
21. SEVERAL OBLIGATIONS
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Execution Counterpart
11-16-11
Except where specifically stated in this Agreement to be otherwse, the duties, obligations
and liabilties of the Paries are intended to be several not joint or collective. This Agreement
shall not be interpreted or construed to create an associaton, joint venture or parership between
the Pares or to impose any partership obligations or liabilty upon either Par. Each Part
shall be individually and severally liable for its own obligations under this Agreement. Furer,
neither Pary shall have any rights, power or authority to enter into any ageement or undertaking
for or on behalf of, to act as to be an agent or representative of, or to otherwse bind the other
22. IMPLEMENTATION
Eah Pary shal promptly tae such action (including, but not limited to, the execution,
acknowledgement and delivery of documents) as may be reasonably requested by the other Pary
for the implementaion or continuing performance of this Agreement.
23. NON-WAIVER
The failure of either Pary to insist upon or enorce strct peiformance by the other Pary
of any provision of this Agreement or to exercise any right under ths Agreement shall not be
constred as a waiver or relinquishment to any extent of such Party's right to assert or rely upon
any such provision or right in that or any other instance; rather, the same shal be and remain in
full force and effect.
24, AMENDMENT
No change, amendment or modification of any provision of this Agreement shal be valid
unless set fort in a wrtten amendment to this Agreement signed by both Pares.
25. CHOICE OF LAWS
This Agreement shall be construed and interpreted in accordance with the laws of the
State of Idaho.
26. COMPLIANCE WITH LAWS
Both Pares shall comply with all applicable laws and regulations of governental
agencies having jurisdiction over the Project and the operations of the Pares.
27. VENUE
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Execution Counterpart
11-16-11
Any action at law or in equity to enforce the ters and conditions of this Agrment shall
be brought in Idaho.
28. HEADINGS
The section headngs in this Agreement are for convenience only and shall not be
.,...--.------,.-.---..c-onsidere"par..ofor'used-in-thtdnterpretation-ofthis.:Aent;..---------'-.....---~--....._'-.-----.....---.------........-.-........
29. NOTICES
All written notices required by ths Power Puchase Agreement shall be mailed or
delivered as follows:
to Avista Director, Power Supply
A vist Corporation
P.O. Box 3727
Spokane, VV Âl 99220
to Project Developer:President and Chief Executive Offcer
Stimson Lumber
520 S.VV. Yamhil
Suite 700
Portand, OR 97204
and
Vice President - Manufactuing
Stimson Lumber
520 S.VV. Yamhill
Suite 700
Portland, OR 97204
Either Par may change its address specified above by giving the other Par notice of
such change in accordance with this Section. All notices, reuests, authorizations, directions or
other communications by a Par shall be deemed delivered when mailed as provided in ths
Section or personally delivered to the other Pary. Any verbal notice required hereby which
afects the payments to be made hereunder shall be confirmed in writig (ceified mail) as
promptly as practicable afer the verbal notice is given.
30. EXHIBITS
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Exetk es.,.telp
11..16-11
Ths Power Puha Agrt includes tbefollowi exbits W'iclat .uache im
incørpraed by reerce her:
Exbit A Cøiiuteans and Repttg
Exhibi B Form ofBnnes Ceficatin of Option and Maintece Policy
Exbit C Interimtion Agement
Exhibit D Desption of th FaciltyBiñiDi--Pûfha Picn-
31.USl Or,AÇJTIIS
Prject Develope i"tbe søle us ofcet 13.8lcVfailties insled, ow~ operate
and maed by Avista in Avist's Plumer Substation. Prject Developer shal pay amQnt1y use-f.failties charge for th sole use of such facilties.
Sole Use Investø: $óO,991
Anua Cost Ra: i 5,54%
An Sole tJse Char: $60,991X 0.1554 == S9,480ye
Monthly Sole Use Charge:S7901mon
IN WlS WlOF, the Pares heto hae cmse this Agrent to be execute
by their duly authze retave as of th U1t da herein abve se fo,
STION LUMBR COMPAN AVISTA C01tORATION
Prnte t c.Title: y t? "'"l ~/L"''' ~ 5uv~ .5Date: Noý ißi 4-2 't
004783.D
.22 -
Excution Counterpart
11-16-11
Exhibit A
Communication and Reportng
__.__,__.___."'_.."'.,J~1.__.._ During normal business hours, ali'verbal communications relating to interruptions
andoutages:-....-.-'"'-...,-'-....-..-."""-.....-.-.-----"......."._-,,,..........._.....--_..,.,,..,......_-,,,-_.,,._-,,......,,,,........",,_.._"'_.__.__"'.,_.__..,_._..___........_."...._m_.--.....--...-,-,......,..._......._.-.-.,.-...-...,,.,,.-,,
Avista System Operator [phone]
Alterate Phone Number: [phone]
Project Developer Manager, Stimson Plumer Sawmil [phone]
Alternte Phone Number: Regional General Manager
[phone]
(b) Outside ofnonnal business hours (nights, weekends, and holidays), all verbal
communications relating to interrptions and outages shall take place between the following
personnel:
A vista System Operator [phone]
Alternate Phone Number: [phone]
Project Developer Manager, Stimson Plummer Sawmil
Cell phone: [phone]
Alternate Phone Number: Regiona General Manager
Cell phone: [phone]
- 23-
Execution Counterpart
11-16-11
ExhibitB
Form of Engineer's Certification of Operations and Maintenance Policy
1. I, am a Professiona Engineer~~_".~...~~_...~..~...,.~.u.m',',~'__N__._~~~.m_mm~_"m.m~."'.~_'.~ --- ._m_._. - '~.ä õfEñgii1ëe-- . ----. .~_. - ._--""_._.. ,~__,,,__,,,,_.~~'._~.'''___.~''_~'~'~_~~.~._,_m.~'_.~_.-~--,~._._~._.~~~..~.._..----""....
registered to practice in the Stae ofIdaho. I have substatial experience in the design,
consction and operation of electrc power plants of the sae typ as
(plant),
(Title ofQF)
sited at
(Description QfProject Site)
County, State ofin
2. I have reviewed and/or supervsed the review of the Policy for Operation and
Maintenace (O&M Policy) for the plant and it is my professional opinon that, provided said
plant has been designed and built to appropriate standads, adherence to said O&M Policy will
result in the plant's producing at or nea the design electrical output, effciency, and plant factor
for yeas (length of the proposed Power Sales Contract), barring unforeseeable
Force Majeure.
3. I have no economic relationship to the Designer of said plant and have made my
analysis of the Plans and Specificaions independently.
4. I have supplied the. owner of the plant with at leat one copy of said O&M Policy
beaing my Stamp and the words "CERTIFIED FOR IDAHO P.D.C. SECURTY
ACCEPTANCE" on each sheet thereof.
5. I hereby CERTIFY that the above statements ar complete, tre, and accurate to
the best of my knowledge and I therefore set my hand and sea below.
Signed and Sealed
DATE:
SIGNATURE:
~ 24-
Execution Counterpart
11-16-11
ExhibitC
Interconnection Agreement
'~~__A"___~'_~"~'_""__'_~"'_"H__'_"'~'~"_:__"'",.~.._~_.~.,.._____.._."..~__._.~,_~.~_~_..__..._._,~~,._....,__M~_.__._,.~.__.___.,__~.~......m~.J_._..,_._..,~_.~___._~_~m.__'..mm'..'_.,~~_..,..,._.,_~,~.~__..___..H,~_,~,__'.~_'.__.m.
Insert existing Interconnection Agreement
- 25-
Avista Contract No. A V -TR06-017
GENERATOR
INRCONNCTION AGREEMNT (GIA)
Between
A VISTA CORPORATION
AN
STIMSON LUMER COMPAN
TABLE OF CONTNTS
Page No.
ARTICLE 1. SCOPE AN LIMATIONS OF AGREMENT ..........,....,...........,..,..... 1
ARTICLE 2. AUTORITION AND RIGHT OF ACCESS......,............,.........,.,........ 3
ARTICLE 3. EFCTIV DATE, TE, TEATION, AN
DISCONNCTION ......,...,..,...,............,...................,.......,...,...,.....,.,...,................. 4
ARTICLE 4. CONTACT INORMTION ........................,....,..,..................................... 6
ARTICLE 5. COST RESPONSffILY FOR INRCONNCTON
FACILIE ...,."..."..,........ ...... ....... ................ .,., .............. .......... ........... .... ........,. 6
ARTICLE 6, ASSIGNM, LIABILY, INEMY, FORCE MAUR,
CONSEQUENT DAMGES, AN DEFAULT..,..,............,.................,........ 6
ARTICLE 7, INSURCE................................,..,.......,...........,..,..,..................,.............. 10
ARTICI. 8, DISPUTS ,..............,.................................................,................................. 10
ARTICLE 9. MISCEANEOUS .................................................................................... 11
ARTICI. 10. NOTICES........,..................................,...............,......,.,.............................. 13
ARTICLE 11, SIGNATUS....................................,...,....,.......................................,...., 15
Attachment 1 - Glossar of Terms
Attchment 2 - Description of the Small Generating Facilty, Interconnection
Facilties, and Metering Equipment
Attachment 3 - One-line Diagram Depicting the Small Generatng Facilty,
Interconnection Facilties and Meterng Equipment
Attachment 4 - Additional Opating Requirements for the Interconnecting
Utility's Electrc System and Affected Systems Needed to Suppor
the Interconnection Customer's Needs
Attachment 5 - Dispute Resolution Procedures
- i -
Ths Interconnection Agreement ("Agreement") is made and enterd into this II
day of October 2006, by A vista Corporaton ("Interconnecting Utility"), and Stimson Lumber
Company ("Interconnection Customer") each hereinafer sometimes referrd to individually as
"Pary" or both referred to collectively as the "Paries."
Interconnectig Utity Inormtion
Interconnecting Utility: A vista Corporation
Attention: Manager, Transmission Servces
Addss: 1411 E. Mission Avenue
City: Spokane State: Washington Zip: 99202-1902
Phone: [phone] Fax: [phone]
Interconnection Cutomer Informtion
Interconnection Customer: Stimson Lumber Company
Attention: President/CEO
Addrss: 520 S.W. Yamll; Suite 700
City: Portland State: Orgon Zip: 97204
Phone: [phone] Fax: [phone]
Stimson Lumber Company - Plumer Office
Attention: Manaier
Addess: 732 10 St.
City: Plumer State: Idao Zip: 83851
Phone: [phone]
Regional Genera Manager Phone: [phone]
Interconnection Customer Application No: Alrady an exiting Interconnection
In consideration of the mutual covenants set fort herein, the Pares agr as follows:
ARTICLE 1. SCOPE AND LIMTATIONS OF AGREEMNT
1.1 Ths Agrement governs the terms and conditions under which the
Interconnection Customer's Small Generating Facilty wil interconnect with, and operate in
parlel with, the Interconnecting Utility's Electrc System,
1.2 This Agreement does not constitute an agrement to purchase or deliver the
Interconnection Customer's power, The purchase or delivery of power and other serices that the
Interconnection Customer may require wil be covered under separate agrements, if any. The
Interconnection Customer wil be responsible for separately makng all necessar arangements
(including scheduling) for delivery of electrcity with the applicable Interconnecting Utility.
i.3 Nothing in this Agrement is intended to affect any other agrement between the
Stimson Generator Interconnection Agrement (OIA)- i -
Interconnecting Utility and the Interconnection Customer.
1.4 Responsibilties of the Pares
1.4.1 The Pares shall peorm all obligations of this Agrement in accordance
with all Applicable Laws and Regulations, Operating Requiements, and Good Utility
Practice,
1.4.2 The Interconnection Customer shall constrct, interconnect, operate and
maintain its Small Generating Facilty and constrct, operate, and maintan its
Interconnection Facilties in accordace with the applicable manufactur's recommended
maintenance schedule, and in accordance with ths Agreement, and with Prdent Utility
Practices.
1.4.3 The Interconnecting Utility shall constrt, operate, and maintan its
Electrc System and Interconnection Facilties in accordance with this Agrement, and
with Prdent Utiity Practices.
1,4.4 The Interconnection Customer agrees to operate its facilties or systems in
accordce with applicable specifications that meet or exceed those provided by the
National Electrcal Safety Code, the American National Standar Institute, IE,
Underwter's Laboratory, and Operating Requirements in effect at the time of
constrction and other applicable national and state codes and standads. The
Interconnection Customer agrs to maintan and operate its Small Geerating Facilty so
as to reasonably minimize the likelihood of a disturbance adversely affecting or impairing
the system or equipment of the Interconnecting Utilty and any Affected Systems.
1.4.5 Each Pary shall operate, maintain, repai, and inspect, and shall be fully
responsible for the facilties that it now or subseuently may own uness otherwse
specified in the Attachments to this Agrement. Each Pary shall be responsible for the
safe installation, mantenance, repair and condition of their respective lines and
appurenances on their respetive sides of the point of change of ownership. The
Interconnecting Utility and the Interconnection Customer, as appropriate, shall provide
Interconnection Facilties that adequately protect the Interconnecting Utility's Electrc
System, personnel, and other persons from daage and injur. The allocation of
responsibilty for the design, installation, operation, maintenance and ownership of
Interconnection Facilties shall be delineated in the Attachments to this Agreement.
1.4.6 The Interconnecting Utilty shall coordinate with all Affected Systems to
support the interconnection.
1.5 Parallel Operation Obligations, The Interconnection Customer shall abide by all
rules and procedures pertaining to the parallel operation of the Small Generating Facilty in the
applicable control ara, including, but not limited to; 1) the rules and procedurs concernng the
operation of generation set by the applicable system operator(s) for the Interconnecting Utility's
Stimson Generator Interconnection Agreement (GIA)- 2-
Electrc System and; 2) the Operating Requirements set fort in Attachment 4 of ths Agreement.
1.6 Metering. The Interconnection Customer shall be responsible for the
Interconnecting Utility's reasonable and necessar cost for the operation, maintenance, testing,
repair, and replacement of metering and data acquisition equipment specified in Attachments 2
and 3 of this Agrement. The Interconnection Customer's metering (and data acquisition, as
requid) equipment shall conform to applicable industr rues and Operating Requirements.
1.7 Reactive Power. The Interconnection Customer shall design its Smal Generating
Facilty to maintain a composite power delivery at continuous rated power output at the Point of
Interconnection at a power factor withn the range of 0,95 leading to 0.95 laggíng, unless the
Interconnecting Utility has established different requirements that apply to all similarly situted
generators in the control ara on a comparble basis.
1.8 Capitalized terms used herein shall have the meanings speified in the Glossar of
Terms in Attchment 1 or the body of ths Agrement.
ARTICLE 2. AUTHORIZA nON, AND RIGHT OF ACCESS
2,1 Authorization Reguid For to Parallel Opration
2.1.1 The Interconnecting Utility shall use Reasonable Efforts to list applicable
parallel operation requirements in Attachment 4 of ths Agrement. Addtionally, the
Interconnecting Utility shall notify the Interconnection Customer of any changes to these
requirements as soon as they ar known. The Interconnecting Utility shall make
Reasonable Effort to cooperate with the Interconnection Customer in meeting
requirements necessar for the Interconnection Customer to commence parallel
opeations.
2.1.2 The Interconnection Customer shall not operate its Small Generatng
Facility in parallel with the Interconnecting Utility's Electrc System without first
complying with section 2.3 of Attachment 4.
2.2 Right of Access
2.2.1 Upon reasonable notice, the Interconnecting Utility may send a qualifed
person to the premises of the Interconnection Customer to inspect the interconnection,
and observe the operation of the Small Generating Facilty.
2.2.2 Following the inspetion process described above, at reasonable hour,
and upon reasonable notice, or at any time without notice in the event of an emergency or
hazardous condition, the Interconnecting Utility shall have access to the Interconnection
Customer's premises for any reasonable purose in connection with the performance of
the obligatons imposed on it by this Agrement or if necessar to meet its legal
Stimson Generator Interconnection. Agrement (GIA)- 3 -
obligation to provide service to its customers.
2.2.3 Each Pary shall be responsible for its own costs associated with following
this aricle.
ARTICLE 3. EFFECTIVE DATE, TERM, TERMATION, DISCONNCTION
3.1 Effective Date, Ths Agreement shall become effective upon execution by the
Pares subject to acceptance by any regulatory body of competent jursdiction (if applicable).
The Interconnecting Utility shall prmptly fie this Agrment with any regulatory body of
competent jursdiction upon execution, if required.
3.2 Term of Agreement. This Agrment shall become effective on the Effective
Date and shall remain in effect for a period of five years from the Effective Date uness
termnated in accordance with Arcle 3.3 of this Agrement. Ths Agreement shall remain in
effect beyond the initial five year period unless affirmatively termnated in wrting upon a 30
. days notice by either Pary to the other Pary.
3.3 Termnation. No termnation shall become effective until the Pares have
complied with all Applicable Laws and Regulations applicable to such termnation, including the
fiing with any regulatory body of competent jurisdiction of a notice of termnation of ths
Agreement (if required), which notice has been accepted for filing by the regulatory boy of
competent jurisdiction.
3.3.1 The Interconnection Customer may termnate this Agrment at any time
by giving the Interconnecting Utility 30 day's written notice,
3,3.2 Either Pary may termnate this Agrement afer Default puruant to
Arcle 6,6.
3.3.3 Upon termnation of this Agrment, the Smal Generating Facilty wil be
disconnected frm the Interconnecting Utility's Electrc System. All costs reuid to
effectuate such disconnection shall be borne by the termnating Pary, unless such
termnation resulted from the non-termnating Pary's Default of ths GIA or such non-
termnating Pary otherwise is responsible for these costs under this GIA.
3.3.4 The termnation of ths Agrement shall not relieve either Pary of its
liabilties and obligations, owed or continuing at the tie of the termnation
3.3.5 The provisions of this arcle shall survive termnation or expiration of ths
Agrement.
3.4 Temporar Disconnection. Temporar disconnection shall continue only for so
long as reasonably necessary under Prudent Utilty Prctices.
Stimson Generator Interconnection Agrement (GIA)- 4-
3.4,1 Emergency Conditions -- "Emergency Condition" shall mean a condition
or situation: (1) that in the judgment of the Pary makng the claim is immently liely
to endager life or property; or (2) that, in the case of the Interconnecting Utility, is
imnently likely (as determned in a non-discriminatory manner) to cause a material
adverse effect on the securty of, or daage to the Electrc System, the Interconnecting
Utility's Interconnection Facilties or the Electrc Systems of others to which the
Interconnecting Utility's Electrc System is diretly connected; or (3) that, in the cas of
the Interconnection Customer, is immnently likely (as determned in a non-
discriminatory manner) to cause a material adverse effect on the securty of, or daage
to, the Small Generating Facilty or the Interconnection Customer's Interconnection
Facilties. Under Emergency Conditions, the Interconnecting Utilty may immediately
suspend interconnection service and temporaly disconnect the Small Generating
Facilty. The Interconnecting Utility shall notify the Interconnection Customer promptly
when it becomes awar of an Emergency Condition that may reasnably be expected to
afect the Interconnection Customer's operation of the Small Generating Facilty, The
Interconnection Customer shall notify the Interconnecting Utility promptly when it
becomes aware of an Emergency Condition that may reasonably be expeted to afect the
Interconnecting Utility's Electrc System or any Afected Systems, To the extent
information is known, the notification shall describe the Emergency Condition, the extent
of the daage or deficiency, the expected effect on the operation of both Pares' facilties
and operations, its anticipated duration, and the necessar corrective action,
3.4.2 Routine Maintenance. Constrction. and Repair. The Interconnecting
Utility may interrpt interconnection service or curai the output of the Small Generating
Facilty and temporaly disconnect the Small Generating Facilty frm the
Interconnecting Utility's Electrc System when necessar for routine maintenance,
constrction, and repairs on the Interconnecting Utility's Electrc System, The Pares
shall cooperate in determning mutuly acceptable Smal Generating Facilty down times
or maintenance shutdowns The Interconnecting Utility shall use Reasonable Efforts to
coordinate such reduction or tempora disconnection with the Interconnection Customer.
3.4.3 Forced Outages. Durng any forced outage, the Interconnecting Utility
may suspend interconnection service to effect immediate reai on the Interconnecting
Utility's Electrc System, The Interconnecting Utility shall use Reasonable Efforts to
provide the Interconnection Customer with prior notice. IT prior notice is not given, the
Interconnecting Utility shall, upon request, provide the Interconnection Customer written
documentation after the fact explaining the circumstances of the disconnection.
3.4.4 Adverse Oprating Effects. The Interconnecting Utilty shall notify the
Interconnection Customer as soon as practicable if, based on Prdent Utility Practices,
operation of the Small Generating Facilty may cause disruption or deterioration of
service to other customers served from the same electrc system, or if operating the Small
Generating Facilty could cause daage to the Interconnecting Utility's Electrc System
or Affected Systems. Supporting documentation used to reach the decision to disconnect
Stimson Generator Interconnection Agrement (GIA)- 5-
shall be provided to the Interconnection Customer upon request. If, afer notice, the
Interconnection Customer fails to remedy the adverse operating effect withn a
reasonable time, the Interconnecting Utility may disconnect the Small Generating
Facilty. The Interconnecting Utility shall prvide the Interconnection Customer with
five Business Day notice of such disconnection, unless the provisions of arcle 3,4.1
apply.
3.4.5 Modification of the Small Generating Facilty, The Interconnection
Customer must receive written authorization from the Interconnecting Utility before
makng any change to the Small Generating Facilty that may have a material impact on
the safety or reliabilty of the Electrc System, Such authorization shall not be
unrasonably withheld. Modifications shall be done in accordace with Prdent Utility
Practices. If the Interconnection Customer makes such modification without the
Interconnecting Utility's prior wrtten authorization, the lattr shall have the right to
temporaly disconnect the Small Generating Facilty.
3.4.6 Reconnection. The Pares shal cooperate with each other to restore the
Smal Generating Facilty, InterconnectionFacilities, and the Interconnecting Utility's
Electrc System to their normal operating state as soon as reasonably practicable
following a temporay disconnection.
ARTICLE 4. CONTACT INORMTION
4.1 Contact Information. Any contact or communications between Interconnecting
Utility and Interonnection Customer required for operation of the Small Generating Faclity
shall take place in accordance with Attachment 6.
ARTICLE 5. COST RESPONSIBILITY FOR INRCONNCTION FACILITIES
5.1 Interconnection Facilties, The Interconnection Customer shall be responsible for
its shar of all reasonable expenses associated with (1) owning, operating, maintaining, repaing,
and replacing its own Interconnection Facilities, and (2) operating, maintaining, repairing, and
replacing the Interconnecting Utilty's Interconnection Facilties.
ARTICLE 6. ASSIGNMNT, LIABILITY, INEMNITY, FORCE MAUR,
CONSEQUENTIAL DAMAGES, AND DEFAULT
6,1 Assignment. Ths Agreement may be assigned by either Pary upon 15 Business
Days prior written notice and opportliity to object by the other Pary; provided that:
6.1.1 Either Pary may assign this Agrement without the consent of the other
Pary to any afilate of the assignng Pary with an equal or greater credit rating and with
the legal authority and operational abilty to satisfy the obligations of the assignng Pary
Stimson Generator Interconnection Agrement (GIA)- 6-
under this Agreement, provided that the Interconnection Customer promptly notifies the
Interconnecting Utility of any such assignent;
6.1.2 The Inteconnection Customer shall have the right to assign ths
Agrment, without the consent of the Interconnecting Utility, for collateral securty
puroses to aid in providing financing for the Small Generating Facilty, provided that the
Interconnection Customer will promptly notify the Interconnecting Utility of any such
assignment.
6.1.3 Any attempted assignment that violates this arcle is void and ineffective.
Assignent shall not relieve a Pary of its obligations, nor shall a Pary's obligations be
enlarged, in whole or in par, by reason thereof, An assignee is reponsible for meeting
the same financial, credit, and insurance obligations as the Interconnection Customer.
Where required, consent to assignent wil not be unrasonably witheld, conditioned or
delayed.
6.2 Limitation of Liabilty
6,2.1 Each Pary's liabilty to the other Paryfor any loss, cost, claim, injur,
liabilty, or expense, including reasonable attorney's fees, relating to or arsing from any
act or omission in its performance of ths Agrement, shall be limited to the amount of
diret damage actually incurd. In no event shall either Pary be liable to the other Pary
for any indit, special, consequential, or puntive dages, except as authorized by ths
Agreement.
6.2.2 Limtation of Liabilty for WIS Pares, If both Interconnecting Utility and
Interconnection Customer are paries to the WIS Agrement, then the WI Agrment
shall contrl their liabilties with respect to daages to the Small Generation Facilty, the
Interconnection Facilities, or Interconnecting Utility's Electrc System:
6.3 Indemnity
6.3.1 Ths provision protects each Pary from liabilty incurd to thrd pares as
a result of carng out the provisions of this Agreement. Liabilty under this provision is
exempt from the general limitations on liabilty found in arcle 6.6,
6.3.2 Interconnection Customer shall indemnify, defend and hold haress
Interconnecting Utility, its directors, offcer, employees, agents, and reresentatives,
against and from any and all losses, expenses, liabilties, claims or actions (herel¡ter
"Loss"), based upon or arsing out of bodily injuries or daages to persons, including
without limitation death resulting therefrom, or physical damages to or losses of property
caused by, arsing out of or sustaned in connection with the constrction, operation or
mantenance of the Small Generating Facilty. Interconnecting Utility shall indemnify,
defend and hold haress Interconnection Customer, its ditors, offcers, employees,
agents, and representatives, against and from any Loss, caused by, arsing out of or
Stimson Generator Interconnection Agreement (GIA)-7 -
sustained in connection with the constrction, operation or maintenance of its electrcal
system. In the event that any such Loss is caused by the neglgence of both
Interconnection Customer and Interconnecting Utility, including their employees, agents,
suppliers and subcontrctors, the Loss shall be borne by Interconnection Customer and
Interconnecting Utility in the proporton that their respetive negligence bear to the total
negligence causing the Loss,
6.3.3 TO TH EXT PER BY APPliCABLE LAW,
INRCONNTION CUSTOME AN INCONNCTG UlY EACH
WAI AN IMITY UNER EXISTIG WORK'S COMPENSATION LAW
APPliCABLE TO TH JUSDICTON WH TH FACILY IS TO BE
LOCATE AS NECESSARY TO INEMY AN HOLD HAS TH
OTH FROM SUCH LOSS, TO TH EXTNT SET FORTH IN SECTON 13.1,
ABOVE.
6.3.4 INRCONNCTON CUSTOME AN UTILY SPECIFCALY
WARAN THT TH TERMS AN CONDmONS OF TH FOREGOING
INEMITY PROVISIONS AR THE SUBJECT OF MUAL NEGOTITION BY
TH PARTIE, AN ARE SPECIFCALY AN EXPRESLY AGRE TO IN
CONSIDERTION OF THE MUAL BENFIS DERNE UNER TH TES
OF TH AGREMENT.
6.3.5. If an indemnified person is entitled to indemnfication under ths arcle as
a result of a claim by a third pary, and the indemnifying Pary fails, afer notice and
reasonable opportnity to proeed under ths arcle, to assume the defense of such clai,
such indemnfied person may at the expense of the indemnifyng Pary contest, settle or
consent to the entr of any judgment with respect to, or pay in full, such claim,
6.3,6 If an indemnifying pary is obligated to indemnfy and hold any
indemnified person haress under this arcle, the amount owing to the indemnified
person shall be the amount of such indemnified person's actual loss, net of any insurance
or other reovery.
6.3.7 Promptly afer receipt by an indemnified person of any claim or notice of
the commencement of any action or admnistrative or legal proceeding or investigation as
to which the indemnity provided for in this arcle may apply, the indemnfied person
shall notify the indemnfying pary of such fact. Any failur of or delay in such
notification shall not afect a Pary's indemnfication obligation unless such failure or
delay is materially prejudicial to the indemnfying pary.
6.4 Consequential Damages, Other than as expressly provided for in this Agrement,
neither Pary shall be liable under any provision of this Agreement for any losses, daages, costs
or expenses for any special, indiret, incidenta, consequential, or punitive damages, including
but not limited to loss of profit or revenue! loss of the use of equipment, cost of capital! cost of
temporay equipment or services, whether based in whole or in par in contract, in tort, including
Stimson Generator Interconnection Agrement (GIA)- 8-
negligence, strct liabilty, or any other theory of liabilty; provided, however, that dages for
which a Pary may be liable to the other Pary under another agreement wíl not be considered to
be speial, indirect, incidenta, or consequential daages hereunder.
6.5 Force Majeure
6.5.1 As used in this arcle, a Force Majeur Event shall mean
6.5.1.1 Any cause or condition beyond such Pary's reasonable contrl
which such Pary is unable to overcome by the exercise of reasonable diligence
(including but not limited to: fire, flood, earquake, volcanic activity, wind,
drought and other acts of the elements; court order and act of civil, milita or
governmental authority; stre lockout and other labor dispute; riot, insurction,
sabotage or war; breakdown of or dage to facilties or equipment; electrcal
disturbance originating in or transmittd thugh such Pary's electrc system or
any electrc system with which such Pary's system is interconnected; and, act or
omission of any person or entity other than such Pary, and Pary's contractors or
suppliers of any tier or anyone acting on behalf of such Pary); or
6.5.1.2 Any action taken by such Pary which is, in the sole judgment of
such Pary, necessar or prdent to protet 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,
6.5.2 If a Force Majeure Event prevents a Pary frm fulfillng any obligations
under this Agrement, the Pary affected by the Force Majeur Event (Mfected Pary)
shall promptly notify the other Pary, either in writing or via the telephone, of the
existence of the Force Majeur Event. The notification must specify in reasonable detail
the circumstances of the Force Majeur Event, its expeted duration, and the steps that
the Affecte Pary is tang to mitigate the effects of the event on its performánce. The
Mfected Pary shall keep the other Pary informed on a continuing basis of developments
relating to the Force Majeure Event until the event ends. The Mfected Pary wil be
entitled to suspend or modfy its peormance of obligations under ths Agreement (other
than the obligation to mae payments) only to the extent that the effect of the Force
Majeur Event cannot be mitigated by the use of Reasonable Effort. The Afecte Pary
wil use Reasonable Efforts to resume its performance as soon as possible.
6.6 Default
6,6.1 No Default shall exist where such failur to discharge an obligation (other
than the payment of money) is the result of a Force Majeure Event as defined in ths
Agrement or the reult of an act or omission of the other Pary, Upon a Default, the
non-defaulting Páry shall give written notice of such Default to the defaulting Pary.
Except as provided in aricle 7.6.2, the defaulting Pary shall have 30 calendar days from
Stimson Generator Interconnection Agrement (GIA)- 9-
receipt of the Default notice withn which to cure such Default; provided however, if
such Default is not capable of cure withn 30 calenda days, the defaulting Pary shall
commence such cur within 30 calenda days afer notice and continuously and diligently
complete such cur withn 90 calenda days from reeipt of the Default notice; and, if
curd withn such time, the Default specified in such notice shall cease to exist.
6.6,2 If a Default is not curd as provided in ths. arcle, or if a Default is not
capable of being cured within the penod provided for herein, the non-defaulting Pary
shall have the nght to termnate ths Agreement by written notice at any time until cur
occur, and be relieved of any fuer obligation hereunder and, whether or not that Pary
termnates ths Agreement, to recover from the defaulting Pary all amounts due
hereunder, plus all other damages and remedies to which it is entitled at law or in equity,
The provisions of ths arcle wil surive ternation of this Agreement.
ARTICLE 7. INSURNCE
7.1 The Interconnection Customer shall, at its own expense, maintain in force general
liabilty insurce without any exclusion for liabilties related to "the interconnection undertaken
puruant to this Agreement. The amount of such insurce shall be sufficient to insur against
all reasonably foreseeable direct liabílties given the size and natue of the generating equipment
being interconnected, the interconnection itself, and the charactenstics of the system to which the
interconnection is made, provided that at a minimum Interconnection Customer shall obtain
commercial genera liabilty insurance for bodily injur and propert damage with limts equal to
$1,000,000 for each occurrnce, combined single limit. The deductible for such insurce shall
be consistent with curent insurace utility practices for a similar property. The Interconnection
Customer shall obtain addtional insurance only if necessar as a function of owning and
operating a generating facilty. Such insurance shall be obtained from an insurance provider
authonzed to do business in the State where the interonnection is locate. Certfication that
such insurance is in effect shall be provided upon reuest of the Interconnecting Utility, except
that the Interconnection Customer shall show proof of insurce to the Interconnecting Utility no
later than ten Business Days pnor to the anticipated commercial operation date. An
Interconnection Customer of suffcient credit-worthiness may propose to self-insur for such
liabilties, and such a proposal shall not be unrasonably rejected.
7.2 The Interconnecting Utility agrs to maintain general liabilty insurce or self-
insurance consistent with the Interconnecting Utility's commercial practice. Such insurance or
self-insurance shall not exclude coverage for the Interconnecting Utility's liabilties undertakn
pursuant to this Agrment.
7.3 The Pares furter agree to notify each other whenever an accident or incident
occur resulting in any injures or daages that are included within the scope of coverage of such
insurance, whether or not such coverage is sought.
Stimson Generator Interconnection Agrment CGIA)-10 -
ARTICLE 8. DISPUT
8.1 Any claim or dispute which either Pary may have against the other ansing out of
or relating to this Agrment or the breach, termnation or validity thereof (any such claim or
dispute, a "Dispute") shall be submitted in writing to the other Pary. Upon such notice, the
Pares shall follow the applicable Dispute Resolution proedurs in Attachment 5,
ARTICLE 9. NUSCELLANEOUS
9.1 Governng Law. Reguatory Authority. and Rules. The valdity, interpretation
and enforcement of ths Agrement and each of its provisions shall be governed by the laws of
the state of Idao (where the Point of Interconnection is located), without regard to its conficts
of law prnciples. This Agreement is subject to all Applicable Laws and Reguations. Eah
Pary expressly reserves the right to seek changes in, appeal, or otherwise contet any laws,
orders, or regulations of a Governmental Authority.
9,2 Amendment. The Pares may amend ths Agrement by a written instrment
duly executed by both Pares.
9.3 No Third-Pary Beneficianes, This Agrement is not intended to and does not
create rights, remedies, or benefits of any character whatsoever in favor of any persons,
corprations, associations, or entities other than the Pares, and the obligations herein assumed
ar solely for the use and benefit of the Paries, their successors in interst and where permtted
their assigns.
9.4 Waiver.
9.4,1 The failur of a Pary to this Agreement to insist, on any occasion, upon
strct performce of any provision of this Agrment will not be considere a waiver of
. any obligation, right, or duty of, or imposed upon, such Pary.
9.4.2 Any waiver at any time by either Pary of its rights with respect to this
Agrment shall not be deemed a continuing waiver or a waiver with respect to any other
failur to comply with any other obligation, right, duty of ths Agrement. Termnation
or default of ths Agrement for any reason by Interconnection Customer shall not
constitute a waiver of the Interconnection Customer's legal rights to obtain an
interconnection from the Interconnecting Utilty, Any waiver of ths Agrement shall, if
requested, be provided in writing.
9.5 Entire Agrement. This Agrement, including all Attachments, constitutes the
entire agreement between the Pares with reference to the subject matter heref, and supersedes
al prior and contemporaneous understandings or agrements, oral or written, between the Pares
with respet to the subject mattr of ths Agrment. There ar no other agrments,
representations, waranties, or covenants which constitute any par of the consideration for, or
Stimson Generator Interconnection Agreement (GIA)- 11-
any condition to, either Pary's compliance with its obligations under ths Agreement.
9.6 Multiple Counterpars, Ths Agreement may be executed in two or more
counterpars, each of which is deemed an original but al constitute one and the same instrent.
9.7 No Parership. Ths Agrment shall not be interpreted or constred to create an
association, joint ventu, agency relationship, or parerhip between the Pares or to impose
any parership obligation or parership liabilty upon either Pary. Neither Pary shal have any
right, power or authority to enter into any agrement or undertng for, or act on behalf of, or to
act as or be an agent or representative of, or to otherwise bind, the other Pary,
9.8 Severabilty. If any provision or porton of this Agreement shall for any reason be
held or adjudged to be invalid or ilegal or unenforceable by any cour of competent jursdiction
or other Governental Authority, (1) such porton or provision shall be deemed separate and
independent, (2) the Paries shall negotiate in good faith to restore insofar as praticable the
benefits to each Pary that were affected by such ruing, and (3) the remainder of ths Agrement
shall reman in full force and effect.
9.9 Securty Arngements. Infratrctu securty of electrc system equipment and
operations and contrl harwar and softar is essential to ensur day-to-day reliabilty and
operational security. PERC expects all Interconnecting Utility's, market parcipants, and
Interconnection Customers interonnected to electrc systems to comply with the
recommendations offered by the President's Critical Infrastrcture Protection Board and,
eventually, best practice recommendations from the electrc reliabilty authority. All public
utilities ar expected to meet basic standar for system infrastrctur and operational securty,
including physical, operational, and cyber-securty practices,
9,10 Environmenta Releases, Each Pary shal notify the other Pary, first orally and
then in writing, of the release of any hazardous substances, any asbestos or lead abatement
activities, or any typ of remediation activities related to the Small Generating Facilty or the
Interconnection Facilties, each of which may reasonably be expected to affect the other Pary,
The notifying Pary shall (1) provide the notice as soon as practicable, provided such Pary
makes a good faith effort to provide the notice no later than 24 hours afer such Pary becomes
awar of the occurence, and (2) promptly fursh to the other Pary copies of any publicly
available reports fied with any governmental authorities addressing such events.
9.11 Subcontrctors. Nothing in this Agrement shall prevent a Pary frm utilizing
the services of any subcontractor as it-deems appropriate to peorm its obligations under this
Agrment; provided, however, that each Pary shall require its subcontractors to comply with all
applicable terms and conditions of this Agrment in providing such servces and each Pary
shall remain primarly liable to the other Pary for the performance of such subcontrctor,
9.11.1 The creation of any subcontract relationship shall not relieve the hiring
Pary of any of its obligations under this Agrement. The hiring Pary shall be fully
responsible to the other Pary for the acts or omissions of any subcontractor the hirng
Stimson Generaor Interconnection Agrement (GIA)- 12-
Pary hires as if no subcontrt had ben made; provided, however, that in no event shall
the Interconnecting Utility be liable for the actions or inactions of the Interconnection
Customer or its subcontractors with respect to obligations of the Interconnection
Customer under ths Agrement. Any applicable obligation imposed by ths Agreement
upon the hiring Pary shall be equally binding upon, and shal be constred as having
application to, any subcontrtor of such Pary,
9.11.2 The obligations under ths arcle wil not be limited in any way by any
limitation of subcontrctor's insurce.
ARTICLE 10. NOTICES
10.1 General, Unless otherwise provided in this Agrement, any written notice,
demand, or request reuired or authorized in connection with ths Agrment ("Notice") shall be
deemed prperly given if delivered in person, delivered by reognzed national curer servce, or
sent by first class mail, postage prepaid, to the peson specified below:
If to the Interconnection Customer:
Interconnection Customer: Stimson Lumber Company
Attention: Prsident/CEO
Address: 520 S.W, Yamll; Suite 700
City: Portland State: Oregon Zip: 97204
Phone: [phone] Fax: [phone]
If to the Interconnecting Utility:
Interconnecting Utility: A vista Corporation
Attention: Manager, Transmission Services
Addrss: 1411 E. Mission Avenue
City: Spokae State: Washington Zip: 99202-1902
Phone: [phone] Fax: [phone]
10,2 Biling and Payment. Billings and payments shall be sent to the addresses set out
below:
Interconnection Customer: Stimson Lumber Company
Attention: Mana¡er
Address: 732 10 St.
City: Plummer State: Idao Zip: 83851
Interconnecting Utility: A vista Corporation
Attention: Manager, Transmission Services
Addrss: 1411 E. Mission Avenue
Stimson Generator Interconnection Agrement (GIA)- 13 -
City: Spokane State: Washington Zip: 99202.1902
10.3 Alternative Forms of Notice. Any notice or request requid or pettd to be
given by either Pary to the other and not require by this Agrement to be given in wnting may
be so given by telephone, facsimile or e-mail to the telephone numbers and e-mail addresses set
out below:
If to the Interconnection Customer:
Interconnection Customer: Stimson Lumber Company
Attention: Mana¡er
Addrss: 732 10 St.
City: Plumer State: Idaho Zip: 83851
Phone: [phone]
Regional General Manager Phone: [phone]
IflO the Interconnecting Utility:
Interconnecting Utility: A vista Corporation
Attention: Manager, Transmission Services
Address: 1411 E. Mission Avenue
City: Spokae State: Washington Zip: 99202-1902
Phone: [phone] Fax: [phone]
10.4 Designated Operating Representative. The Pares may also designate operating
representatives to conduct the communications which may be necessar or convenient for the
adnistration of ths Agrement. This person wil also serve as the point of contact with respet
to operations and maintenance of the Pary's facilties,
Interconnection Customer's Operating Representative:
Interconnection Customer: Stimson Lumber Company
Attntion: Mana¡er
Addrss: 732 10 St.
City: Plumer State: Idao Zip: 83851
Phone: [phone]
Regional Genera Manger Phone: [phone]
Interconnecting Utiliy's Operating Representative:
Interconnecting Utility: A vista Corporation
Attention: System Operator, Transmission Operations
Addrss: 1411 E. Mission Avenue
City: Spokane State: Washington Zip: 99202-1902
Phone: [phone] Fax: [phone]
Stimson Generator Interconnection Agrement (GIA)-14 -
10,5 Changes to the Notice Inforation, Either Pary may change this information by
giving five Business Days wrttn notice pror to the effecve date of the change.
ARTICLE 11. SIGNATURS
IN WIS WHF, the Pares have causd ths Agrement to be executed by
their respective duly authorized representatives.
For the Interconnecting Utility
Name:Jeff Schlect
Signatur:-~~
Title:Manager, Trasmission Services
Date:Oc.'tQ&ef, q, ~OOb
For the; Interconnection Customer
Name:WillamE0wr ~
Signatu:
Title:Vice Prdet I~
o ~ O~Date:
Stimson Generator Interconnection Agrement (OIA)- 15-
Attchment 1
Glossary of Term
Affeced System - An electrc system other than the Interconnecting Utility's Electrc System
that may be affected by the proposed interconnection,
Applicable Laws and Reguations - All duly promulgated applicable federa, state and local
laws, regulations, rules, ordinances, codes, decrees, judgments, diectives, or judicial or
admnistrtive ordrs, permts and other duly authonzed actions of any Governental Authonty.
Business Day - Monday though Friday, excluding Federal Holidays.
Default - The failure of a breaching Pary to cure its breach under the Smal Generator
Interconnection Agrement.
Distribution System - The Interconnecting Utility's facilties and equipment used to transmit
electrcity to ultimate usage points such as homes and industres diretly from nearby generators
or from interchanges with higher voltage trsmission networks which trsport bulk power over
longer distances. The voltage levels at which Distnbution Systems operate differ among aras.
Electric System - The facilties owned, controlled or operated by the Interconnecting Utility,
Good Utilty Practice - Any of the practices, methods and acts engaged in or approved by a
significant porton of the electrc industr durng the relevant time period, or any of the practices,
methods and acts which, in the exercise of reasonable judgment in light of the facts known at the
time the decision was made, could have been expected to accomplish the desired result at a
reasonable cost consistent with good business practices, reliabilty, safety and expedition. Good
Utility Practice is not intended to be limited to the optium practice, method, or act to the
exclusion of all others, but rather to be acceptable practices, method, or acts generally accepted
in the region.
Governmenta Authority - Any federal, state, local or other governmental regulatory or
admnistrtive agency, cour, commssion, deparent, board, or other governenta subdvision,
legislature, rulemakng board, trbunal, or other governmental authority having jursdiction over
the Pares, their respective facilties, or the respective services they provide, and exercising or
entitled to exercse any admnistrtive, executive, police, or taing authority or power; provided,
however, that such term does not include the Interconnection Customer, the Interconnection
Provider, or any Affilate thereof.
Interconnecting Utility - The public utility (or its designated agent) that owns, contrls, or
operates transmission or distrbution facilties used for the transmission of electrcity in interstate
commerce.
Interconnection Customer - Any entity that proposes to interconnect its Small Generting
Facilty with the. Interconnecting Utility's Electrc System.
Glossar of Terms - 1 -
Interconnection Facilties - The Interconnecting Utility's Interconnection Facilties and the
Interconnection Customets Interconnection Facilties, Collectively, Interconnection Facilties
include all facilties and equipment between the Sma Generating Facilty and the Point of
Interconnection, including any modfication, additions or upgrdes that are necessar to
physically and electrcally interconnect the Small Generating Facilty to the Interconnecting
Utility's Electrc System.
Interconnection Request - The Interconnection Customets request to interconnect a new Small
Generating Facilty, or to increase the capacity of, or mak a Material Modification to the
operating characteristics of, an existing Small Generating Facilty that is interconnected with the
Interconnecting Utility's Electrc System,
Materil Modcation - A modification that has a material impact on the cost or timing of any
Interconnection Request with a later queue priority date.
Operating Requirements - Any operating and techncal requirements that may be applicable
due to Regional Transmission Organization, Independent System Operator, contrl ara, or the
Interconnecting Utility's requirements, including those set forth in the Smal Generator
Interconnection Agrement.
Party or Parties - The Interconnecting Utility and Interconnection Customer,
Point of Interconnection - The point where the Interconnection Facilties connect with the
Interconnecting Utility's Electrc System.
Reanable Effort - With respect to an action required to be attempted or taken by a Pary
under the Small Generator Interconnection Agrement, efforts that ar timely and consistent with
Good Utility Practice and ar otherwise substantially equivalent to those a Pary would use to
protect its own interests. .
Sma Generating Facilty - The Interconnection Customer's device for the prouction of
electrcity identified in the Interconnection Request, but shall not include the Interconnection
Customer's Interconnection Facilties.
WIS Agreement. Means the Agrement Limiting Liabilty Among Western Interconnected
Systems,
Glossar of Terms - 2-
Attchment 2
Descnption of the Smal Generating Facility,
Interconnection Facilities, and Metenng Equipment
Decription of Interconnection Facilties. Ownership and Costs
A vita-Owned Interconnection Fadlities
The followig equipment are existig interconnection facilties owned by A vita:
Westinghouse Type ES-560 oil ciruit recloser, 14.4kV, 560 amp, 800 amp interpting,
complete with a Bitrnics the-phase solid state demand ameter, the phase and one ground
Westinghouse Typ CO overcurnt relays, one Westinghoùse Typ RC reclosing relay, and six
1200:5 A multi-ratio bushing curnt transformers.
Thre S&C 15 kV, 600 A single-pole single-thow disconnect switches.
Thee S&C 15 kV, 600 A single-pole tandem-transfer disconnect switches.
One General Electrc Typ JVW -5 70: 1 ratio potential trsformer with secondar disconnecting
device.
Thr General Electrc Typ JKW -5 400:5 A curent transformers.
Th 10 kV distrbution class lightning arsters.
One wood feeder bay, complete with insulators and conductors.
One General Electrc Typ AB-4 voltmeter.
The following equipment was intaled for this project to facitate in interconnection of the
generation. Thi equipment was originally paid for by Plumer Forest Products but
A vista wil own the equipment.
One 78" high standard 19" equipment rack with panel segments,
One th element solid state bidirectional wattvarhour meter with mass memory, Scientific
Columbus Typ JEM 603 J-P-MM.
One microprocessor based protective relay, Schweitzer Engineering Laboratories Type SEL-351
for feeder overcurent, under/ovedrequency, under/over voltage, voltage unbalance and hot
bus/dead line reclosing functions.
- 1 -
Four States Typ FMS 10 pole test switches for the above meter and relay.
One RF telemetry tone rack with power supply and cards for continuous transmission of
instantaneous watts and vars, and hourly transmission of kilowatthour quantities.
One fiberglass telephone equipment cabinet with SNC telephone isolation equipment.
Approximately 40' of 2" Schedule 80 PVC conduit for new telephone circuit, trenched, instaed
and backflled.
Avista drawing L-31123 is attached (included in Attachment 3) which is an interconnection one
line diagr of the metering points and locations.
There are no Termnal Voltage Regulators on ths prject. The generators follow voltae of the
Avista system bus.
Generator-Owned Interconnection Facilties
The generation facilty consists of a 6,250 kW, 360 rpm, 2400/4160 Volt, Westinghouse
turbine generator unit consisting of an impulse typ condensing steam tubine connected to a
5,000 kW, 0.80 p,f. 6,250 kVA, air-cooled generator, with dit connected 125 Volt exciter.
The steam generator is a Riley Generating wood fired, trveling grate spreader, stroke typ, with
capacity of 70,00 Ibs,/h. of 750 degre (F steam at 420 psig.
The overall one-line diagram of the Generation Facilty is attached. The power is transformed
though a the phase 6,25 MV A Delta- Y 4160 / 13800 Volt transformer, that is proteted by a
560 Amp 15 kV breaker. Between the breaker andPluier Substation is a 13,8 kV distrbution
line owned by Stimson Lumber Company. The conductor of ths distrbution line is 4/0 ASCR
and is approximately ~ mile long. The point of interconnection and point of change of
ownership is a breaker inside Plummer Substation that is used solely for the Stimson Lumber
Company generation connection and is owned by A vista.
Drawing 1305-1841 (pacific Crown Power Trasmission One-line) is attached (included in
Attachment 3) as additional information.
- 2-
Atthment 3
One-lie Diagra Depict; the Sma Generating Faciity, Interconnection
. Facilties, and Metering Equipment
-1-
Attchment 4
Additional Operating Requirements for the Interconnecting Utity's
Electric System and Atected Systems Needed to Support
the Interconnection Customer's Needs
1. General Interconnection reguirements for generaors grater than 500 kW.
1,1 Generating Fàcilty wil be interconnected at transmission voltage levels only
unless system studies indicate distrbution connections ar acceptable.
1.2 Generating in paralel with Generating Company's load wil be acceptable only if
Generating Facilty can be installed at distrbution primar voltage levels.
1.3 Generating Company wil be responsible for all transformation. Transformers
wil be delta-wye/grd connected (wye on the primary side), unless otherwise agred to by Avista,
A vista must approve all transformer speifications.
1.4 All generator sizes wil requir detailed studies to determne the extent of the
impact on A vista's electrcal system and the scope of reuired interconnection facilties.
1.5 All generators of ths size wil be synchrnous machines unless approved by
Avista,
1.6 Depending on the size, location, and separate contractual argements for the
generation, A vista may require real-time status of some elements of the Generating Facilty, as
well as diret voice communications with the operations personnel at the Facilty.
2. Metering. Communications and Data.
2,1 Avista wil install a bi-directional energy meter with time-referenced recording of
kWh and kV ARh (at Generating Facilty's expense).
2.2 All gentrators of ths size wil require telemetr of real and reactive power, as
well as kWh and kV ARh trsmitted to Avista's System Operations Offce.
2.3 Verbal communications wil be reuired between Generating Facilty's operator
and A vista's System Operations Offce for all Generation of ths size before Generating Facilty
is put on line, or taken off line.
- 1 -
3. Prtection.
3.1 Depending on size and location, Generation Facilty may be required to
parcipate in any Remedial Action Schemes designated by A vista, NEC; WSCC, NWP, or
any other regional operation authority.
3.2 All generators wil be required to have minimal protection as specified in
Section 3 of this Agreement. Additional protection may be needed depeding on the results of
system studies, (up to and including communication-aided trpping schemes).
4, Voltage and Freguency.
4.1 Steady state and trsient voltage an fruency support wíl be reuired frm all
generators of this size.
4,2 All generators wil be supplied with high response excitation systems speified
and tested in accordace with ANSYI Standad 42,1 thugh 42,5, including
latest revisions or additions. Speific response characteristics, regulation abilties,
and operating ranges must be agred upon by A vista before interconnection to
Avista's electncal system.
4.3 Any generator of ths size shall include a power system stabilzer if its excitation
system is suitable for such use. All new generators shall be speified for
constrction with a suitable excitation system, (per WSCC policy)..
4.4 All generators wil be supplied with sped governing of their prime mover,
Governor controls wíl comply with NERC, WSCC, and ANSYI Stadar
for speedload control. At a minimum, governor droop wil be set at 5% and
deadband wil not exceed plus or minus 0,06%.
4.5 Generating Facilty and/or associated load must have the capabilty of operating
at a power factor of 95% or better (leading or lagging) as scheduled by A vista's
System Operations Office, In Addition, Avista's System Operations Offce wil
have the right to request generator operation outside of 95% power factor as long
as the machine's capabilties are not exceeded.
4.6 It must be recognized that generators of ths size wil be expected to operate
temporarly outside of normal voltage and freuency rages in order to support
ara or regional distubances and prevent widespread outages. Ths becomes very
- 2-
important for larger generating unts, The Generating Company wil be expeted
to work closely with Avista's tehnical sta in the prepartion of al mahine
speifications.
- 3-
Attachment 5
Dispute Resolution Procedures
1. Statements of Dispute. The Dispute Resolution provisions of ths Agrment
shall be invoked by either Pary to reolve any Dispute arsing under ths Agreement. Withn
foureen (14) calenda days of a Pary's request that the arbitration proess be commenced, each
Pary shall submit a statement in writing to the other Pary, which statement shall set for in
reasonable detail the natu of the Dispute and the issues to be aritrated,
2. Selection of an Arbitrator. Withn ten (10) calendar days following the
submission of the statements described in Section 1 above, the Pares shall select an arbitrator
famliar with and knowledgeable about the technical and regulatory reuiments for generation
interconnection. If the Pares cannot agre upon an ~bitrator, or do not agre on a means of
selecting an arbitrtor that differ from that set fort herein, the Pares shall apply to the Idao
Public Utilities Commssion, for the appointment of an aritrator, Absent the express written
consent of all Pares as to any parcular individual, no person shall be eligible for selection as
an arbitrator who is a past or present officer, member of the governng body, employee of, or
consultant to any of the Pares, or of an entity related to or affiliated with any of the Pares, or
whose interests ar otherwise afected by the matter to be aritrated. Any individual designated
as an aritrator shall make known to the Pares any such disqualifying relationship, and a new
aritrator shall be designated in accordce with the provisions òf ths Section.
3. Prcedural Rules~ The arbitrator shall determne discovery procedures,
compliance with intervention reuirements, how evidence shall be taken, what writtn submittals
may be made and other such procedural matters, takng into account the complexity of the issues
involved, the extent to which factual matters ar disputed and the extent to which the credibilty
. of witnesses is relevant to a resolution of the dispute. Interveners shall have the same procedural
rights as pares to the dispute. Each pary to the dispute shall produce all evidence determned
by the aritrator to be relevant to the issues prented. To the extent such evidence involves
proprieta or confidential information, the arbitrator shall issue an approprate protective order
that shall be complied with by all pares to the dispute. The arbitrator may elect to resolve the
aritration matter solely on the basis of written evidence and arguents.
- 1 -
4, Intervention. The aritrator shall admt as intereners in the Dispute Resolution
process any pary that requests intervention and demonstrtes to the aritrator good cause for
intervention. Absent the agreement to the contrar of all pares, no pary shall be petted to
intervene unless, as a condition of its intervention, it agrs to be bound by the provisions of this
Attachment 5 in regard to the arbitration, including the provisions related to deference on appeal
to the FERC or state regulatory commssion set fort in Section 8.
5. Evidence. The arbitrtor shall take evidence submitted by the disputing pares in
accordce with proedurs established by the arbitrtor and may request additional informtion,
including the opinion of recognized technical bodies, All disputing pares shal be aforded a
reasonable opportunity to rebut any such additional information. Other affected entities may
request in writing that the arbitrator consider additional information, and the arbitrator may
consider such additional informtion, subject to a right of the disputing pares to have a
reasonable opportity to rebut such additional informaton.
6. Substtive Stadards and Decision. As soon as practicable, but in no event
later than one hundrd fifteen (115) calendar days after his or her selection as arbitrator, the
arbitrator shall render a written decision and reasons therefore. In reaching his or her decision,
the arbitrator shall consider the intent of this Agrement; other applicable agreements, laws or
regulations; or applicable technical stadads and criteria not inconsistent with ths Agrment.
A written deision, including speific findings of fact, explaining the basis for the award shall be
provided by the aritrator with the wrtten notice to the disputing pares. Awards shall be based
only on the evidence on the record before the arbitrators. No award that is not appealed shall be
demed to be precedential in any other arbitrtion related to a different dispute,
7. Complice and Costs.
7.1 Compliance with the Arbitrators' Award. hnediately upon the
decision by the arbitrtors, except durng the peri~d of appeal as provided for in Section 8, the
disputing pares shall commence to take, and thereafer diligently prosecute to completion,
whatever action is required to comply with the selected awar to the extent the selected award
dos not require regulatory action, To'the extent the awar requires approval or regulatory action
by a local, trbal, state, federa or provincial body of competent jursdiction; PEC review of an
award involving a federal power marketing agency; or a PEC filing by a transmission provider
subject to Sections 205 or 206 of the Federal Power Act, 16 USC §§824d and 824e; the afected
- 2-
disputing pary shall promptly submit and support that porton of the award with the appropriate
authority except as provided in Section 8. Any and all costs associate with the arbitrtion (but .
not including the disputing pares' costs associated with attorney and witness fees) shall be
borne by the disputing pary or pares whose proposed award was not selected, unless the
disputing pares agr to an alternate method of allocating costs, or uness the arbitrtor
determnes it would be appropriate to allocate all or a porton of such costs to one or more
interveners.
7.2 Effect of A ward. Except for it not being precedential, an awar that is not
appeaed shall be deemed to have the same force and effect as an order entered by the
appropriate regulatory agency.
8. Grounds for Appeal. Within thrty (30) calendar days of the issuance of any
arbitration awar, any pary to an aritration may apply to the FEC or to a state regulatory
commssion to hear an appeal of such award with respect to matters to which a reguatory agency
has jursdiction, but only upon the grounds that the award is contrary to or beyond the scope of
this Agrment or is unjust, unreasonable, unduly discriminatory or preferential or otherise
inconsistent with then applicable standards or policies or applicable law. Any appeal shall be
based solely upon the record assembled by the arbitrtor; provided however, that any order by an
aritrtor excluding material from the arbitration reord or any ruling that is alleged to violate
due process may be explicitly appealed by a pary as a par of an appea under this Section 8.
Pares to aritrations agr that (i) substantial deference shall be afforded to the factu findings
of the arbitrtor; (ii) the porton, if any, of the award relating to issues not of first impression
(i.e" matters previously decided by thè FEC, a state regulatory commssion, or a cour of
competent jursdiction in cases involving comparable facts and circumstances) should be
afforded appropriate deference; and (íí) the porton, if any, of the awar relating to issues of first
impression should be afforded no deference. Implementation of the award shall be stayed
pending an appeal unless and until, at the reuest of a disputing pary, an order shortening or
extending the stay.
9. No Expansion of Factual Record. No pary to an arbitration shall seek to
expand the factual record beyond that assembled by the aritrator, except that any pary to an
arbitrtion may submit such additional evidence or argument as may be needed to respond to
new evidence or arguents raised by interveners who were not pares to the arbitrtion.
- 3-
10. ' Judicial Enforcement. Subject to the right of any par to appal, and
exhaustion of remedes, any pary shal be entitled to seek enforcement of the awar in any cour
of competet jursdiction,
-4 -
Attchment 6
Contact Inormtion
1. Verbal CommuncatioDS. All communcations between Generating Company and
A vista shall be done verbally by notifying the following pares:
(a) Pr-Schedule (5:30 a,m, to apprximaely 1:30 p.m, on normal Busines Days):
Avista Pr-8cheder [phone]
Alternate Phone Number: (509) 495-473
Stimson Lumbe Maager, 'Stimsn Plumër Sawmill [phone]
Alternate Phone Number: Regional Gener Manager
[phone]
(b) Real-Time Schedule (available 24 hour per day):
Avista Real-Time Scheduler [phone]
Stimson Luber Manager, Stimson Plumer Sawmill [phone]
Alternate Phone Number: Regional General Manager
[phone]
(c) Durng normal business hour, all verbal communication relating to interrptions
and outages:
Avista System Oprator [phone]
Alteate Phone Number: [phone]
Stimson Lumbe Manager, Stimson Plumer Sawmll [phone]
Alteate Phone Numbe: Regional Genera Manager
[phone]
(d) Outside of iiorm business hour (nights, weekends, and holidays), all verbal
communications relating to interrptions and outages shal tae place betwee the
following personnel:
Avista System Operator [phone]
Alternate PhQne Number: [phone]
Stimson Luber Maager, Stimson Plumer Sawmill
Cell phone: [phone]
Alterate Phone Number: Regional Genera Manager
Cell phone [phone]
Either Pary may provide written notice to the other Pary settng fort differet contactnumbers, -
-1-
12/21/2005 12: 40 00015 ENERGY DELV
FIST AMNDMENT TO THE
GENERATOR INERCONNCTION AGREEMENT
BETWEN
STIMSON LUMER COMPAN
AND
AVISTA CORPORATION
This First Amendment to the Generator Interconnection Agreement daed Octobei' 11,
2006, is made by and betwee Avista Corporation, a Washingt colporatioii ("Avistan), and
Stimson Lumber Company ("Project Developei'"), A vist and Project Developer ar sometimes
refeired to helein indivi.dually as a "Pary" and collectively as the I'Partes. II
1. The definition of "Good UtiUty Practlcetl contained withi. the Glossar of
Ter-IDs is amended as follows:
Good Utility Pr'actice or- Pt'udent Utility Pr'8.ctiee - Any ofthe practces~ metods and
acts engaged in or approved by a significant poition of the electiic industry duiing the
relevant tie perod, or any of the practices, methods and acts which, in the exercise of
reasonable judgment in ligh of the facts mown at the time the decision was made, could
have been excted to accomplish the desned resut at a ieasouable cost consistent with
good business practce, relibilty, safet and expedition. Good Utilty Prctce is not
intede to be limited to the optimum practice, method, or act to the exclusion of all
othel'S, but tather to be acçtable prces, methods, o: act ge:er.ly accepted in the
regj,on.
2. This amendment shall be deemed to be effective October 1 i, 2006
IN WITNESS WHREOF, the Parties heieto have caused this Agreement to be
execute by their duly authorized representatives as ofthe first date herein above set forth,
STISON LUMBER CO~ANY A VISTA CORPORATION
Z~ï;~ft
Title:
By:
Piinted Name:
Title:
I
0062899 DOC il-fr/2-00 l
PAGE 03/03
Exhibit D
Description of the Facility
The Facility is a thermal wood waste small power electric generation plant located at Plummer,
Idaho, The Facility consists ofa 6,250 kW, 3600 rpm, 2400/4160 Volt, Westinghouse turbine
generator unit consisting of an impulse type condensing steam turbine connected to a 5,000 kW,
0.80 p.f, 6,250 kVA, air-cooled generator, with direct connected 125 Volt exciter. The steam
generator is a Riley CJenerating wood fired, traveling grate spreader, stroke type, with capacity of
70,000 lbs./h, of750 degree (F) steam at 420 psig,
The power is transfonned through a three phase 6.25 MVA De1ta-Y 4160 / 13800 Volt
transformer, that is protected by a 560 Amp 15 kV breaker. Between the breaker and Plummer
Substation is a 13.8 kV distribution lined owned by Stimson Lumber Company. The conductor
of this distribution line is 4/0 ASCR and is approximately Yi mile long, The point of
interconnection and point of change of ownership is a breaker inside Plumer Substation that is
used solely for the Stimson Lumber Company generation connection and is owned by A vista.
t""l:i \/f:../1_.1,,_
Execution Counterpart
12-5-11
zon DEC -6 PH 2= 18
Replacement Exhibit
Purchase Prices
Period Heavy Load Hours
$/MWh
Light Load Hours
$/MWh
Oct 2011 - Dec 2011 57.52 52.12
Jan 2012 - Feb 2012 59.55 54.15
Mar 2012 - Jun 2012 46.32 42.12
Ju12012 - Dec 2012 59.55 54.15
Jan 2013 - Feb 2013 61.40 56.00
Mar 2013 - Jun 2013 47.76 43.56
Ju12013 - Dec 2013 61.40 56.00
Jan 2014 - Feb 2014 63.22 57.82
Mar 2014 - Jun 2014 49.17 44.97
Ju12014 - Dec 2014 63.22 57.82
Jan 2015 - Feb 2015 65.17 59.77
Mar 2015 - Jun 2015 50.69 46.49
Ju12015 - Dec 2015 65.17 59.77
Jan 2016 - Feb 2016 67.26 61.86
Mar 2016 - Jun 2016 52.31 48.11
Ju12016 - Dec 2016 67.26 61.86