20140815Petition.pdf

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ATTORNEYS AT LAV
Gregory M. Adams
Tel: [phone] Fax: [phone]
greg@richardso nadams.com
Box 7218 Boise, ID 83707 - 515 N.27th St. Boise, lD 83702
August 15,2014
Ms. Jean Jewell
Commission Secretary
Idaho Public Utilities Commission
472W. Washington
Boise,lD 83702
Dear Ms. Jewell:
Avt^-E ),voq
Please find enclosed for filing an original and seven copies of the Joint Petition of Avista
Corporation ("Avista") and Kootenai Electric Cooperative, Inc. ("KEC") for approval of the as
available power purchase agreement ("PPA") between Avista and KEC for the term of August
15,2014 through August 24,2014. The PPA is attached to the Joint Petition. Please let me
know if you have any questions regarding this filing.
M. Adams
for Kootenai Electric Cooperative, Inc.
enclosure
For Avista Corporation
Michael G. Andrea (ISB No. 8308)
Senior Counsel
Avista Corporation
1411 East Mission Ave., MSC-23
Spokane, WA99202
Phone: [phone]
Facsimile: [phone]
For Kootenai Electric Cooperative, Inc.
Gregory M. Adams (ISB No. 7454)
Richardson Adams, PLLC
515 N.27ft St.
Boise, lD 83702
Phone: [phone]
Fax: [phone]
IN THE MATTER OF THE JOINT PETITION )
oF AVTSTA CORPORATTON AND )
KOOTENAI ELECTRIC COOPERATIVE, )
INC. FOR APPROVAL OF POWER )
PURCHASE AND SALE AGREEMENT )
)
)
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BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
cASE No. Avu-r,- l4 - O q
JOTNT PETITION OF AVISTA
CORPORATION AND KOOTENAI
ELECTRIC COOPERATIVE, INC.
Avista Corporation ("Avista") and Kootenai Electric Cooperative, Inc. ("KEC")
(collectively, the "Parties") hereby jointly petition the Idaho Public Utilities Commission
("Commission") for an order approving the Power Purchase Agreement between KEC
and Avista ("Agreement") with a requested effective date of August 15, 2014. The
Agreement is attached hereto as Attachment A.
l. Names and Addresses of Petitioners
Avista Corporation
1411 East Mission Avenue
Spokane, W499202
Kootenai Electric Cooperative, Inc.
2451 W. Dakota Avenue
Hayden, Idaho 83835-0278
Page - I JOINT PETITION OF AVISTA CORPORATION AND KOOTENAI
ELECTRIC COOPERATIVE, INC.
2. Nature of Businesses
Avista is a corporation created and organized under the laws of the State of
Washington with its principal office in Spokane, Washington. Avista is an investor-
owned utility engaged in, among other things, the business of generating, transmitting,
and distributing electric power to wholesale and retail customers in Idaho and
Washington. Avista also provides natural gas service to customers in Idaho, Washington,
and Oregon. As such, Avista's rates, charges, services and practices are regulated, in
part, by this Commission.
KEC is electric cooperative with its headquarters in Hayden, ldaho, that will own
and operate a landfill gas electric power generating facility located at the Kootenai County
Solid Waste Facility near Bellgrove, Idaho ("Facility"). The Facility is capable of
generating up to approximately 3.2 megawatts of energy. The Facility is a Qualiffing
Facility pursuant to the Public Utility Regulatory Policies of Act of 1978 ("PURPA").
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
Avista Corporation
l4l I E. Mission Ave., MSC-7
Spokane, WA99202
Phone: [phone]
Fax: [phone]
E-mail: [e-mail]
ilt
Michael G. Andrea
Senior Counsel
Avista Corporation
l4l I E. Mission Ave., MSC-23
Spokane, WA99202
Phone: [phone]
Fax: [phone]
E-mail: [e-mail]
Page - 2 JOINT PETITION OF AVISTA CORPORATION AND KOOTENAI
ELECTRIC COOPERATIVE, INC.
For Kootenai Electric Cooperative, Inc.:
Doug Elliott
General Manager
2451 W. Dakota Avenue
Hayden, Id 83835-0278
Phone: [phone]
Fax: [phone]
[e-mail]
Greg Adams
Richardson Adams, PLLC
515 N. 27ft St.
Boise, ID 83702
Phone: [phone]
Fax: [phone]
E-mail : [e-mail]
4. Description of Agreement
KEC currently sells the output of the Facility to Idaho Power Company ("IPC")
pursuant to IPC's Oregon PURPA Standard Energy Sales Agreement ("Oregon PPA").
KEC has claimed a force majeure event due to its inability to deliver the output of the
facility to IPC due to a transmission line outage caused by a wildfire. IPC has accepted
KEC's claim of force majeure and has consented to KEC selling the output to Avista for
the period August 15 through August 24,2014 (see Exhibit H to the attached
Agreement).
The Agreement is a power purchase agreement under which KEC will generate
and deliver the Net Output of its Facility to Avista's electric system on an as-available
basis from August 15,2014 through August 24,2014 ("Term"). For the Term of the
Agreement, Avista will purchase the Net Output of the Facility that is delivered to the
Point of Delivery. Avista will purchase such Net Output (up to a maximum of l0 aMW)
pursuant to Schedule 62 of its ldaho tariff at the lesser of (i) 85 percent (85%) of the
Powerdex hourly Mid-Columbia index, or (ii) the applicable rate based upon the On-Peak or
Off-Peak Avoided Cost Rates For Non-Fueled Projects Smaller Than Ten Average
Megawatts - Non-Levelized in effect on the Effective Date ("Avoided Cost Rates").
Page - 3 JOINT PETITION OF AVISTA CORPORATION AND KOOTENAI
ELECTRIC COOPERATIVE, INC.
5. Joint Request for Approval
Avista and KEC jointly request that the Commission issue an order (i) accepting
the Agreement, without change or condition, with an effective date of August 15,2014,
and (ii) declaring that all payments made by Avista for purchases of energy under the
Agreement be allowed as prudently incurred expenses for ratemaking purposes.
Respectfully submitted this l5th day of August, 2014.
AVISTA CORPORATION
,24bctYGrl4
Michael G. Andrea
Senior Counsel
Kootenai Electric Cooperative, Inc.
Attorney for Kootenai Electric Cooperative,
lnc.
Page - 4 JOINT PETITION OF AVISTA CORPORATION AND KOOTENAI
ELECTRIC COOPERATIVE, INC.
POWER PURCIIASE AGR"EEMENT
BETWEEN
KOOTENAI ELECTRTC COOPEI|ATM, rNC.
AND
AVISTA CORPORATION
1. DEFINITIONS
2. WARRANTIES
3. CONDITIONS PRIOR TO COMMERCIAL OPEMTION
4. TERM OFAGREEMENTAND COMMERCIATOPERATION DATE
5. NETOUTPUTAMOUNTS
6. SCHEDULING
7, PURCHASE PRICES AND PAYMENT
8. INSUMNCE
9. CURTAILMENT,INTERRUPTION OR REDUCTION OF DELIVERY
10. OPERATION
I I. INTERCONNECTION AND TRANSMISSION
12. FORCE MATEURE
13. INDEMNITY
14. ASSIGNMENT
15. NO UNSPECIFIEDTHIRD PARTY BENEFICIARIES
16. DEFAULT AND TERMINATION
17. DISPUTE RESOLUTION
18. RBLEASEBYSELLER
19. GOVERNMENTALAUTHORITY
20. SEVERAL OBLIGATIONS
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21. IMPLEMENTATION
22. NON.WAIVER
23. AMENDMENT
24. CHOICE OF LAWSAND VENUE
25. HEADINGS
26. SEVBRABILITY
27. COI'NTERPARTS
28. TAXES
29. NOTICES
30. SURVIVAL
3I. ENTIRE AGRBEMENT
EXHIBIT A
EXHIBIT B
EXHIBIT C
EXHIBIT D
EXHIBIT E
EXHIBIT F
EXHTBIT G
EXHIBIT H
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POWER PURCHASE AGREEMENT
This Agreement is made by and between Avista Corporation, a Washingon corporation
('Avista"), and Kootenai Electric Cooperative, Inc. an ldaho corporation ("Seller"). Avista and
Seller are sometimos referred to individually as a "Party" and collectively as the'lParties."
RECITALS
WHEI(EAS, Seller own$, operates and maintains a 3.2 MW nameplate capacity
('Expected Capacity') elechic power generating facility ('Facility") at the Kootenai County
Solid Waste Facility near Bellgrovg ldaho, as more fully described in Exhibit C; and
WHEREAS, Seller will operate the Facility as a Quali$ing Facility, as defined by the
Public Utility Regulatory Policies Act of 1978 C'PURPA'); and
WHEREAS, Seller sells the output of the Facility to ldaho Power Company pursuant to a
powerpurchsse agreement ('PC PPA") frled with the Oregon Public Utilities Commission, but
due to extenuating circumstances is currently unable to deliver the output of the facility to ldaho
Power Company underthat IPC PPA; and
WHEREAS, Seller and IPC have agreed to suspend the IPC PPA, and IPC has consented
to Seller selling the Net Output of the Facility to Avista, through August 24,2[l4,and Avista
has agreed to purciase the Net Output generated by the Facility on a non-firm as available basis
during through August 24,20L4 (such suspension and consent is memorialized in Exhibit H);
and
WHEREAS, Seller nill deliver and sell, and Avista will purchase, Net Output generated
by the Facility on an non-firm as available basis subject to the terms of this Agreement; and
WHEREAS, Seller and Avista are parties to the Interconnection and Operating
Agreernent dated Novenrber 15, 201I (Avista Contract No. AV-TRI l-0205-l) ('lnterconnoction
and Operating Agreement"); and
WHEREAS, Seller and Avista are parties to the Facilities for Intggration and Operation
of Fighting Creek Facility LetterAgreement dated December 5, 201I (incotpomted as Exhibit G)
which sets forth the scope of work and responsibilities of the Parties regarding the conslruction
and installation of the Parties' respective facilities for the integration and operation of Seller's
Facility.
NOW, THDREFORE, in consideration of the mutual agreements set forth herein, the
Parties agree as follows.
I. DETINITIONS
Except as otherwise defined in this Agreement, whenever used in this Agreement and
exhibits hereto, the following terms shall have the following meanings:
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1.1 "Agrcgg!" means this Power Purchase Agreement, including all exhibits, and
any written amendments.
1.2 "^ltcr,pate Ppint of DelW shall have the meaning provided in Section I 1.2
of this Agreernent and is further clarificd in Exhibit C of this Agreement.
1.3 "AEg[lerySgIy&E' means those services that are necessary to strpport the
transmission of cepacity and energy from resouroes to loads while maintaining reliable operation
of ttre electrical systems in accordance with Prudent Utility Practices and any existing or future
WECC requirements.
1.4 "Ay0lCgC-CgS!}gs" shall have the meaning provided in Section 7.3 of this
Agreement,
1.5 *t!{!f' means average megawatt(s). An average megawatl is calculated by
dividing the total generation in MWh over a given period of time (e.9., a calendar month) by the
number of hours in that period of time.
1.6 "@'means an electrical system or systems bounded by
intcrconnection metering and telemetry, capable of conholling generation to maintain its
interchange schodule with other Balancing Authority Areas and contributing to frequency
regulation of the interconnection. A Balancing Authority fuea must be certified by the
applicable reliability souncil (such as WECC or other reliability council).
1.7 "EE!988ry," tneans all monthly Net Output excepl Net Output that is Excess
Energy.
1.8 "ggglggg-DlX" means every day other than a Saturday or Sunday or a national
holiday. National holidays shall be those holidays observedNER,C.
1.9 "Q@igglgg'means the ldaho Public Utilities Commission, or its successor.
1.10 "Etfbgliyg.-@[g'shall have the meaning provided in Section 4.1 of this
Agreernent.
f .11 "EIgSE-EEgfgU" shallhave the meaning provided in Section 7.4 of this
Agreement.
1,12 "EIDggSld.1QtpIg!&" shall have the meaning provided in the recitals of this
Agreement.
1.13 "Egg!!i$-' means the elec&ic energy generating fhcilities, including all equipment
and structures necessary to generate and supply electric energy, more particularly described at
Exhibit C.
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l.l4 "&li!iELQg!Dg!" means the capability and electric energy generated by the
Facility expressed in kilowatt-hours.
1,15 "T"4litv $ervice Power" m€ans thp electric energy generated and used by the
Facility during its operation to operate equipment that is auxiliary to primary generation
equipment including, but not limited to, pum.pingr genorator excitation, cooling or other
operations related to the production of elechic encryy by the Facility.
l.16 "Eqp@ieg!9" shall have the meaning provided in Section 12 ofthis
Agreement.
l.l7 "FERC" means the Fedcral Energy Regulatory Commission, or its successor.
1.18 " ' shall have the rneaning provided in Section
3.4 ofthis Agreement.
1.I9 " t means, as applicable, the
agr@ment betwoen Seller and Avista or Seller and a Transmitting Entity that is providing
interconnection service which governs how the Net Output is delivered to Avista's or the
Transrnitting Entity's electrical system at the point of interconnection during the Term of this
Agreement and that is attached hereto as Exhibit F.
1,20 '6f4&" nrears the loss of electrical energy expressed in kilowatt hours (kWh),
including the Meter Location Adjustment Factor ("MLAF') as described in seotion 7.2,
occurring as a result of the transformation and hansmission of energy botween the point of
interconnection on Seller's system and the Point of Delivery.
l.2l '(MlV" means megawatt. One thousand kilowatts equals one megawatt.
1,22 *Wf[" means megawatt-hour. One thousand kilowatt-hours equals one
megawatt-hour.
1.23 "@' means the Market Rate as defined in Schedule 62.
1,24 "NameplatqCanacitv Rating'means the rnaximurn generating capacity of the
Facility, as determined by the manufacturer, and expressed in kilowatts (kW).
1.25 ."!lEBg' means the North American Eleotric Reliability Corporation or its
successor.
1.26 "Ng!-QJEU!" means the capability and electric energy generated by the Facility,
less Facility Service Power and Losses, that is delivered to the Point of Delivery, or at the
Alternate Point of Delivery if applicable under Section I 1.2, expressed in kilowatt-hours. Net
Output is frrrther described in Section 7.2.
1.27 "Q!LEg*" means all hours other than On-Peak hours.
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1.28 "Qgsg!''means the hours ending 0700 throughzz00 Paciftc Prevailing time,
Monday through Sunday, including national holidays.
1,29 "fg!ELg[DC[99ry" means the location, as specified in Exhibit C of this
Agreernen! where the electric energy produced by the Facility is delivored to Avista's electrical
system.
1.30 "@" means the practices, methods, and acts commonly
and ordinarily used.in electrical epgineoring and operations by a significant portion of the
eleohic power goneration and transmissio:r industry, in the exercise of reasonable judgment in
the light of the faets known or thal should have been known at the time a decision was made, that
would have been expected to accomplish the desired result in a manner conslstent with law,
regulation, rcliability, safety, environmental protection, economy, and ex,pedition.
l.3l t'@3[&!B&&9i!i! ' or "QE ' means a generating facility which meets the
reguirements for'iQF'slatus under PURPA and part 292 of FERC's Regulations, l8 C.F.R. Part
2V2,and which has obtained certification of its QF status.
1,32 "Schedule 62" means Schedule 62 of Avista's ldaho tariff, as may be amended
from time to time.
1.33 "&@" shall have the meaning provided in Section 4.1 of this Agreement.
l.34..@meansanyentityorentitiesincludingSeIlerthatprovide
transmission and/or interconnection service to deliver efectric energy from the Facility to
Avista's electrical system at the Point of Delivery or at the Alternate Point of Delivery if
applicable under Seotion I1.2. For purposes of this Agreement, Seller is the Transmitting Entity.
1.35 "Wg" means the Western Electricity Coordinating Council or its successor.
WARRANTIES
2.1 No Warrqntv bv Avista. Avista makes no warranties, expressed or implied,
regarding any aspect of Scller's design, specifications, equipment or faoilities, including, but not
Iirnited to, safety, durability, reliability, strength, capacity, adcquacy or economic feasibility, and
any review, acceptance or failure to review Seller's design, specifications, equipment or Facility
shall not be an endorsement or a confirmation by Avista. Avistra assumes no rcsponsibility or
obligation with regatd to any NERC and/or WECC reliability standard associated with the
Facility or the delivery of electric energy from the Facility to tlre Point of Delivery or at the
Alternate Point of Delivery if applicable under Section I1.2.
2.2 Spller's lYarTantv. Seller warants and represents that (a) Seller has
investigated and determined that it is capable of performing and will perform the obligations
hereunder and has not relied upon the advice, experience or expertise of Avista in connection
with the transactions contemplated by this Agreement; (b) all professionals and experts
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including, but not limited to, engineers, attomeys or accountants, that Seller may have consulted
or relied on in undertaking the transaclions contemplated by this Agreement have been solely
those of Seller; (c) Seller will comply with all applicable laws and rcgulations and shall obtain
and comply with applicable licenses, permits and qpprovals in the design, construction, operation
and maintenance of the Facility; and (d) the Facility is, and during the Term ofthis Agreement
will rema-uu a Qualifring Facility as that term is uscd in l8 C.F.R Part292. Seller's failure to
maintain Quati&ing Facility status wilt be a material bleach of this Agreement. Avista reserves
the right to review the Seller's Qualifying Facility status and associated support and compliance
documents at anytime during the Tertn of this Agreement.
Seller further warrants that Seller's licenses, pgmits and approvals as set forth in Section
3.1 above are legally and validly issued, are held in the name of the Seller, and Scller is in
substantial compliance with said permits.
Seller further warrants and represents that Seller and Idaho Power Company have agreed
to suspend the IPC PPA and that ldalro Power Company has consented to Soller selling the Net
Output to Avista as set forth in this Agreement.
3. CONDITIONS PRIORTO DELIVERY OF NET OUTPUT
3.1 Lipon$s. Pormih and Apnfovals. Prior to the delivery of any Net Output to
Avista, Seller shall submit to Avista written proof that all licenses, permits or approvals nec€ssary
for Seller's operations have been obtained from applicable {bderal, state, tribal or local authorities,
including, but not limited to, evidence of compliance with subpart B, 18 C.F.R. g 292.207 , fiibal,
state and local business licenses, environmental permits, easefierts, leases and all required
approvals by the Commission. Avista and Seller shall cooperato in petitioning the Commission
for any required approvals.
3,2 IndepenSent Ensinepring,Cgrtilications. Prior to the delivery of any Net Output
to Avista, Seller shall zubmit to Avista applicable Independent Engineering Certifications for (a)
Construction Adoquaoy for a Qurilifying Facility, and (b) Oper*ions and Maintenance Policy for a
QuaH&rng Facility as described in Commission Order No. 21690. Each Independent Engineering
Certification shall be signed by a licensed professional engineer in good standing submitted in a
fonn accepable to Avista and will acknowldge that tlre licensed professional engineer rendering
the opinion understands that Avista is relying on said opinion. Avista's acceptance of such forms
shall not be unreasonably withheld.
3.3 Initia! Canacitv Dolermination. Seller shall design and operate the Facility in a
manner such that under normal desrgn conditions the Net Output does not exceed l0 aMW in
any calendar month. Prior to delivery of any Net Output" Seller shall submit to Avista the
maximum hourly generation capability of the Facility ('lnitial Capacity Determination"). Such
Initial Capacity Determination shall be determined by use of the Nameplate Capacity Rating and
shall be documented and submitted to Avista by Seller. Such documentation shall include the
information listed in Exhibit E. Upon receipt of Seller's Initial Capacity Determination, Avista
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will review such determination within a reasonable time and, if aceeptable to Avistq Avista shall
issue to Seller its written approval of the Initial Capacity Determination. If the Initial Capacity
Determination submitted by Seller is not acceptable to Avista, Avista will promptly noti$ Seller
that Avista will not accept its Initial Capacity Determinatior. ln suoh event, Avista shall ongage,
at Seller's sole expense, an independent qualified consultant to determine the Initial Capacity
Determination. During the Term of this Agrcement, Soller shall not cause the eapacity of the
Faoility to be greater than the Initial Capacity Determination by &ny means, including by
addition, upgrade, or replacement of any turbines.
3.4 Aneilhrv SerTices. In the event that the Facility is located outside of Avista's
Balancing Authority Area, Seller shall be responsible at its sole expense for obtaining any and all
nec€ssa{y Ancillary Services. Seller shall demonstrate its compliance with this Section prior to the
delivery of any Net Outputto Avisla.
3.5 Insurtncg. Prior to tlre delivery of any Net Output to Avista, Seller shall submit to
Avista ovidence of compliance with Section 8, Insurance.
3.6 Netryork Resolrfce Dpsigpation. At Avista's request Seller shall provide to
Avista all data required by Avista to enable the Facility to be designated by Avista as a network
resource.
3.1 Wriften Accentance Prior to the delivery of any Net Output to Avista, Seller shall
request and obtain from Avista witten confirmationthat all conditions to acceptance of electric
energy have been fulfilled. Avista shall use rcasonable commercial efforts to promptly provide
Seller written confirmation that all conditions to acceptance ofelectdc eneryy have been fulfilled or
provide notice that suoh conditions have not been fulfilled.
4, TERM OF AGREEMENT AND COMMERCIAL OPEMTIOI\ DATE
4,1 This Agreement shall be effective on the date last signed below or such other date
set by Commission order (the "Effective Date") and shall continueuntil August 24,2014
("Term').
4,2 The Parties agroe that this Agreement will be construed in aecordance with
Section 210 of PURPA and other applicable laws and regulations. This Agreement shall become
frnally effective upon the Commission's approval of all terms and provisions herein without
change or condition and declaration that all payments to be made to Seller hereunder shall be
allowed as prudently incurred expenses for ratemaking purposes
(Reserved)
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6. SCHEDULING
6,1 Seller will make reasonable efforts to sontact Avista Real-Time Scheduler to
update Avista Real-Time Scteduler regarding any schedule estimates for generation, outage
timeframes/duration, and return to service estimates-
6.2 Email contact information with reiard to schedulingand telephone contaot
information with regard to generation changes, intemrptions or outages 4re specified in Exhibit
A, Communication and Reporting.
7. PURCHASE PRTCES ANp PAYMET{T
7.1 Except when either Party's performance is excused as provided hereiq for the
Term of this Agreement, Seller shall deliver all Net Output fronr the Facility to Avista at the
Point of Delivery, or at the Altemate Point of Delivery if applicable under Section I 1.2. For all
Net Output delivered to Avista at the Point of Delivery, or at the Alternate Point of Delivery if
applicable under Seotion I1.2, Avista shall pay the applicable rate specified in Sections 7.3 and
7.4 of this Agroement.
72 Net Outout. Net Output shall be determined by measuring the Facility Output
and reducing that amount by Facility Service Power and the MeterLocation Adjustment Factor
C'MLAF") which is the product of all applicable loss factors for ttre distribution system,
hansformation and transmission system between the motering point and the Point of Delivery.
Net Output shall be calculated ln accordance with the following formula:
Net Output = (Facility Output) - (Facility Service Power) x MLAF
MLAF = I - (Distribution Line Loss Factorof 0.0203)
+ (Dower Transformer No toad Loss of 0.0030)
* (Dower Transformer Load Loss of 0.0010)
+ (Transmission Line Loss of 0.0005)lMLAF: I - 0.0248
MLAF = 0.9752
7.3 Base Enorry. For all Base Energy delivered to Avista at the Point of Delivery, or
at the Alternate Point of Delivery if applicable under Section ll.2,Aviste shall pay Scller the
lesser of (i) the current month's Market Energy Rate or (ii) the applicable rate based upon the
On-Peak or OflPeak Avoided Cost Rates ForNon-Fueled Prdects Smaller Than Ten Average
Megawatts - Non-Levelized in effect on the Effective Date (*Avoided Cost Rates') as specified
in Exhibit D.
7.4 Excess Enerw. Excess Energy is Net Output, expressed in MWh, which Seller
delivers to Avista at the Polnt of Delivery and/or at the Alternate Point of Delivery if applicable
under Seetion I1.2 that exceeds l0 aMW in a calendar Month. Avista, at its sole discretioq may
accept Excess Energy, but Avista will not pay fot any Excess Energy. Where Avista does not
elect to accept Exccss Energy, and Seller delivers such enorgy afternotification by Avista in
accordance with Exhibit A, Seller shall pay Avista liquidated damages equal to $100 per MWh
of Excess Energy delivered to Avista. The Parties agree that the damages that Avista would
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incur due to Seller's delivery of Excess Energy when Avista does not elect to accept Excess
Energy would be difficult or impossible to predict with certainty and the liquidated damages
contemplated by this provision are a fair and reasonable calculation of such damages and are not
a penalty.
Pavmpnts to $gllen Avista shall prepare and submit to Seller monthly
statements during the Term of the Agreement based upon Net Ouput delivered to Avista during
the previous month. Payrnents owed by Avista shall be paid no later than the l5th day of the
month following the end of the monthly billing period or five days after the receip of a monthly
statoment, whichever is later. Ifthe due date falls on a non-Business Day, then the payment shall
be due on the next Business Day.
7.6 Paymeptq to Avistr rnd Risht pf Set 9ff. If Seller is obligated to make any
payment or refund to Avista, Seller agrees that A\rista may set offsuch payment or rcfund
amount against any curent or future payments due Seller under this Agreement. If Avista does
not elect to set off, or if no current or future payment is owed by Avista, Avista shall submit an
invoice to Seller for suot payments. Seller shail pay Avista noiater than the l5o day of the
month following the end of the monthly billing period or five days after the receipt of a monthly
statement whichever is later. If the due date falls on a non-Business Day, then the payment shall
be due on the next Business Day.
7,7 lnterest. In addition to thr renedies sot forth in Section 16 of this Agreement,
any amounts owing after the due date specified in Sections 7.5 and 7.6 will be subject to interest
inthe amount of one and one half percent (1.57o) per month, not to exceed the maximum rate
allowed by the law, multiplied by the unpaid balance.
7,8 Wire Transfer. All payments shall be made by ACH or wire traqsfer in
accordance with further agreement of the Parties.
8. INSURANCE
8.1 hsuranpo. Prior to operating the Facility, Seller, at its ovyn cost, shall obtain and
maintain the following insurance in force over the term of this Agreement and shall provide
certificates of all insurance policies. All insurance polioies required to fulfill the requirements of
this Section 8 shall include language requiring that any notice of cancellation or notice of change
in policy terms be sent to Avista by the insurance canie(s) at least sixty days prior to any change
ortermination of the policies.
8.1.1 GCneral Liabillty. Seller shall carry commercial general liability
insurance for bodily injury and property damage with a minimum limit equal to
$2,000,000 for each occurence. Thc deductible shall not exceed the Seller's financial
ability to cover claims and shall not be greater than prevailing practices for similar
operations in the State of ldaho.
8.1.2 Proncrtv. Seller shall carry all-risk property insurance for repair or
replacement of the Facility. The limit of property insurance shall be sufficient to restore
7.5
-u-
opgrations in the event of reasonably foresecable losses from natural, operational,
mechanical and humanncaused perils, The deductible shall not exceed the Seller's
financial ability to fund the cost oflosses and shall not be greater than prevailing
practices for similar operations in the State of ldaho.
8.1.3 Oqalifvine Insunnce. The insurance coverage required by this Section 8
shall be obtained from an insurance company reasonably acceptable to Avista and shall
include an endorsement naming Avista as an additionat insured and loss Fayee as
applicablc.
8.1.4 Nqtice of Lpss or Lrpse of l4surflpce by SellG,r. If the insurance
coverag€ required by this Section 8 is lost or lapses for any reason, Seller will
immediately no.tify Avista in writing of such loss or lapse. Such notice shall advise
Avista of (i) the reason for such loss or lapse and (ii) the steps Sel[er is taking to replace
or reinstate soverage. Notice provided by the insurer required by Section 8.1 shall not
satis$ the notice requirement ofthis Section and Seller's faiture to provide the notice
required by this Section and/or to promptly replace or reinstate coverage will constitute a
material breach of this Agreement.
8.2 OpFoins Securitv for Pgffprnance, For the Term ofthis Agreement, Seller will
provide Avista with the following:
E.2.1 Ineurance. Uporr Avista's reguest, Sellor shall provide Avista evidence of
compliance with the provisions of Section 8.1 . If Seller fails to comply, such failure will
be a material breach and may only be cured by Seller promptly supplying evidence that
the required insurance coverage has been replaced or rcinstated.
8.3 Liccnses and PerBits. During the Terrr of this Agrcement, Seller shall maintain
compliance with all permits and licenses described in Seotion 3.1 ofthis Agreement. In addition,
Seller will obtain, and supply Avista with copies of, any new or addirional permits or licenses
that may be required for Seller's operations. If at any time Seller fails to maintain compliance
with the permits and licenses described in Section 3.1 or this Section, or to provide
documentation required by this Section, such failure will be a material breach of this Agroement
that rnay only be cured by Seller submitting to Avista evidence of compliance.
9. CURTAILMENT. INTERRUPTION OR REDUCTION OF DELIVERY
Avista may require Seller to curtail, internrpt or reduce delivery of Net Output if, in
accordanqe with Section 10.2, Avista determines that curtailment, intemrption or reduction is
n@essary because of a Force Majeure event or to protect persons or property from injury or
damage, orbecause of emergencies, necessary system maintenance, systcm modification or
special operating circumstances. Avista shall use commercially reasonable efforts to keep any
period of curtailment, interruption, or reduction to a minimum. In order not to interfere
unreasonably with Seller operations, Avista shall, to the extent practical, give Seller reasonable
prior notiee of any curtrailment, intemrption, or reduction, the reason for its occunence and its
probable duration. Seller understands and agrees that Avista may not be able to provide notice to
- l2-
Seller prior to interuption, curtailment, or reduction of electrical cnergy deliveries to Avista in
emergency circumstances, real-time operations of the electric system, and/or unplanned events.
r0. oPERA,TTON
l0.l Communicatiops Fnd Repprfins. Avista and the Seller shall maintain
appropriate operaling communications throlgh the Communioating and Reporting Guidelines
specified in ExhibitA.
10,2 Excuse From Acconlrncg of Deliverv of EnerFy.
10,2,1 Avista may ourtail, interrupt, reduce or suspend delivery, receipt or
acceptanoe of Net Ouput if Avista, in its sole discretion, reasonably determines that such
curtailment, interruption, rcductisn or suspension is necessary, consistent with Prudent
Utility Practice, and that the &ilurc to do so may;
(a) endarger any person or property, or Avista's electric system, or any
electric system wlth which Avista's system is interconnected;
(b) cause, or conhibute to, an itnminent significaat disruption of electric
service to Avista's or another utility's customers;
(c) interfere with any construstion, installation, inspection, testing, repair,
replacement improvement, alteration, modification, operation, use or
maintenance of or addition to, Avista's electric system or other property of
Avista; or
(d) cause, conhibute to, or ne@ssitate operation of any of Avista's hydro
elechic projects in violation of any liceuse or other regulatory requirements.
10.2.2 Avista shall promptly notiff Seller of the reasons for at y such curtailment,
intemrption, reduction or suspension provided for in Seotion 10.2. Avista shall use
reasonable efforts to limit the duration of any such curtailment, interruption, reduction or
suspension.
10.3 Seller's Risk. Seller shall design, constrult, own, operate and maintain the
Facility at its own risk and expense in compliance with all applicable laws, ordinances, rules,
regulations, orders and other requirements, now or hereafter in effect, of any governmental
authority.
10.4 Avista's Nqht to Insnect Seller shall permit Avista to inspect and audit the
Facility, any related production, delivery and scheduling documentation or the operation, use or
maintenance of the Facility at any reasonable time and upon roasonable notice.
-13-
10.5 Sellqr O, blisations in Accqrdasps with trudcnt Utility Pmctices. Seller shall
own, operate and maintain ihe Facility and any Seller-owned faoilities in accordance withPrudent
Utility Practices.
r 1.0 INTEBCONNECTTpN aNp TRAI{SMTSSION
1l.l Seller shall make all nesessary arrangements and pay all costs to interconnect its
Facility with the electrical system ofthe Transmitting Entity. Attached as Exhibit F is the
lnterconnegtion and Opemting Agreemert.
ll.2 In the evont that Seller or Avista is required to curtail, intemrpt or reduce delivery
ofNet Output to the Point of Delivery, Sellermay use reasonable oornmercial efforts to anangg
at Seller's sole expense, for delivery of Net Output at a secondary point of dolivery ("Altemate
Point of D-elivery). Avista will use reasonable commercial efforts to accept Net Outp.ut at such
Altemate Point of Delivery; provlded, however,that the Parties have enabled and established the
use of such Alternate Point of Delivery pursuant to Section I I .3.
113 Seller shall be responsible for any and all costs and expenses related to the
transmission of Net Output to the Point of Delivery or any Altemate Point of Delivery under this
Agrcemenf including but not limited to Ancillary Services and any costs or expenses inourred by
Avista resulting from enabling and establishing Avista's ability to accept Net Output at thc Point
of Delivery and any Alternate Point of Delivery. Such costs and expenses shall include those
for metering and olher parallel operation facilities specified in Exhibit G.
12. FORCE MAJEURE
l2.l Neither Party shall be liable to the other Party, or be considered to be in breach of
or default under this Agreement, for delay in performance due to a cause or condition beyond
such Party's reasonable control whioh despite the exercise otreasonable due diligence, such
Party is unable to prevent or overcome ("Force Majeure"), including but not limited to:
(a) fire, flood, earthquake, volcanic activity; court order and aot of civil, military
or govemmental authority; strike, lockout and other labordispute; riot, insunection,
sabotage or war; unanticipated olectrical disturbance originating in or tmnsrnitted through
suoh Party's electric system orany electric system with which such Party's system is
interconnected; or
(b) an action taken by such Party which is, in the sole judgment of such Party,
nec€ssary or prudent to protect the operation, performance, integrity, reliability or
strbility of such Party's electric system or any electric system with which such Patty's
electric system is interconnected, whe,ther such actions occur automatically or manually.
12.2 In the event of a Force Majeure event, the time for performance shall be extended
by a period of time reasonably necessary to overcome such delay. Avista shall not be required to
pay for Net Output which, as a result of any Force Majeure event, is not delivered.
-t4-
12.3 Nothing contained in this Section shall require any Party to settle any sbike,
lockout or other labor dispute.
lZ.4 In the event of a Force Majeure ovent, the delayed Party shall provide the other
Part-y nolice by telephone or email as soon as reasonably practicable and written notice within
fourteen days after the occulrqoce of the Force Majeure event, Such notice shall include the
parliculars of the occunence. The suspension of performance shall be of no greater scope and no
longer duration Oren is required by the Force Majeure and the delayed Party shall use its best
efforts to remedy its inability to perform.
12.5 Force Majeure shall include any unforeseen electrical disturbance that prevents
any electric energy deliveries ftom oceurring at the Poinl of Delivery and at any Altemate Point
of Detivery.
13. rNpEMr{ITy
l3.l Each Party shall defend, indemniff and hold harmless, the other Party, its
directors, ofEc€rs, employees, and agents (as the "lndemnitee") from and against all claims,
demands, cautes of actioqJudgments, liabilities and associated costs and expenses (including
reasonable attorney's fees) to the extent arising from or attributable to the performance or non-
performance of that Party's (as the "Indemnitor") obligations under this Agreement, including
but not limited to, damage to tangible property and bodily injury or death suffered by any person
(including employees of Seller or Avista or the public), provided that:
(a) No Indemnitee shall be indemnified for any loss, liability, injury, or damage resulting
from its sole negligence, gross negligence, fi'aud or willful misconduct; and
(b) The Indemnitor shall be entitled, at its option, to assume and control the defense and
any scttlement of such suit.
Each indcmnity set forth in this Section is a continuing obligation, selmrate and independent of
the other obligations of each Party and shall survive the expiration or termination of this
Agreement.
13.2 SELLDR AND AVISTA SPECIflCALLY WARRANT THAT THE TERMS
AND CONDITTONS OF THE FOREGOING INDEMNITY PROVISIONS ARE THE
SUBJECT OF MUTUAL NEGOTIATION BY THE PARTIES, AND ARE
SPECIFICALLY AND EXPRDSSLY AGREEI' TO IN C{NSIDERATION OF THE
MUTUAL BENEFITS DERIVED UNDER THE TERMS OFTHD AGREEMENT.
I3.3 EXcETT AS EXPRESSLY PROVIDEI} HEREIN, NEITHER PARTY
SHALL BE LIABLE UNI'ER ANY PROVTSION OT THIS AGREEMENT F1OR ANY
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITM DAMACES,
INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, SAVINGS OR REVENUE,
LOSS OF THE USE OF EQUIPMENT, COST OF CAPITAL, OR COST Or'
TEMPORARY EQUTPMENT OR SERVTCES, WHETIIER BA$ED IN WIIOLE OR IN
- t5 -
PART IN CONTRACT,IN TORT,INCLUDING NEGLIGENCE, STRICT LIABILITY,
OR ANY OTHER THEORY OF LIABILITY.
14. ASSIGNIT{ENT
14.1 Seller shall not assign its rights or delegate its duties under this Agreemcnt
without the prior written consent of Avista, which eonsont shall not be unreasonably withheld.
Subject to the foregoing restrictions on assignments, this Agreement shall be fully binding upon,
inure to the benefit of and be enforceable by the Parties and their respective successors, heirs and
assigns.
14.2 Seller shall havethe right, subject to lh€ obligations in Section 8, without Avista's
ernsent, but with a thirty days prior written notice to Avista, to make collateral assignments of its
rights under this Agreement to satisf, the requirements of any development, construction, or
other reasonable long term financing. A collateral assignment shall not constitute a delegation of
Seller's obligations under this Agreement, and this Agreement shall nol bind the collateral
assignee. Any collateral assignee succeeding to any portion of the ownership interest of Seller
shall be considered Seller's successor in interest and shall thereafter be bound by this
Agreement.
15. NO UNSPECIFIED THIRD PARTY BENEFICIA.RIES
There are no third party beneficiaries of this Agreement. Nothing contained in this
Agreement is intended to confer any right or interest on anyone other than the Parties, and their
respective successors, heirs and assigns permitted under Section 14.
T6. DEtr'AULT AI\ID TERMINA,TION
16.l In addition to any other breach or failure to perform under this Agreement that is
not otherwise excused under this Agreement, each of the following events shall constitute a
Default:
(a) Seller abando.ns the Facility;
(b) The Facility ceases to be a Qualifying Facility;
(c) A Party becomes insolvent (e.g., is unable to meet its obligations as they. become due or its liabilities exceed its assets);
(d) Seller makes a general assignment of substantially all of its assets for the
benefit of its creditors, files a petition for bankruptcy or reorganization or seeks other
relief under any applicable insolvency laws;
(e) Seller has fited against it a petition for banlauptcy, reorganization or other
relief under any applicable insolvency laws and such petition is not dismissed or stayed
within sixty days after it is filed;
-16-
(f) Seller is in default under any Agreement related to this Agreement;
G) Termination, oancellation or e-xpiration of any agreement required for Seller to
deliver Ner Output to Avista undor this Agreement, including but not limited to the
Interconnection and Operating Agreement;
16,2 Notice and Opportunl(y to Cure. In the event of a Default, the non-Defaulting
Party shall give writtan notice to the Defaulting Party of a Default in accordance with Section 29.
Except where the applicable section provides a cure periodfor the applicable default, if the
Defaulting Party has not ctrgd the breaclr within thirty days after receip of such written notice,
the non-Defaulting Party may, at its orption, terminate this Agreement and/orpursue any remedy
available to it in law or e4uity;provided that, ifa Dofault occurs under Se,stions l6.l(a), l6.l(d)
and/or 16.1(e), Avista may immdiately terminate this Agreement without opportunity to cure,
and such termination shall become effeotive upon writterr notice of Default.
16.3 Additiond Rishts qnd Reme$ics. Any right or remedy afforded to either Party
under this Agreement on account of a Default by the other Party is in addition to, and not in lieu
of, all other rights or remedies available to such Party under any other provisions of this
Agreement, by law or otherwise on account of the Default.
17, DISPUTE RESOLUTION
Each Party shall strive to rcsolve anJ and all differences during the term of the
Agreement through meetings and discussions. lf a dispute cannot be resolved within a
reasonable time, not to oxceed thi*y days, each Party shall escalate the unresolved dispute to a
seniorofficer designated by each Party. If the senior offrcers are not able to resolve the dispute
within ten Business Days sf escalation then either Party may either agree to mediate or arbitrate
the dispute or requost a hearing before the Commission.
18. RELEASE BY SELLER
Seller releases Avista from any and all claims, losses, harm, liabilities, damages, costs
and expenses to the extent resulting from any:
f8,f Elecnic disturbance or fluctuation that migrates, directly or indirectly, from
Avista's electric system to the Facility;
18.2 Intemrption, suspension or curtailment of electric service to the Facility or any
other premises owne{ possessed, controlled or served by Seller, which intemrption, suspension
or curtailment is caused or contributed to by the Facility or the interconnection of the Facility;
I8.3 Disconnection, intemrption, suspension or curtailment by Avista pursuant to
terms ofthis Agreement orthe Interconnection and Operating Agreement.
-17-
19. GOVERNMENTAL AUTTIORITY
This Agreement is subjcct to the rulesn regulations, orders and other re4uirements, of all
govemmental authorities having jurisdiction overthe Facility, this Agreement, the Parties or
either ofthem, including Section 210 of PI-LRPA. All laws, ordinances, rules, regulations, orders
and other rcquirements of govcrnmental authorities that are required to be incorporated in
agreements of this eharaoter are by this reference incor-porated in this Agreement.
2O. SEVERAL OBLIGATIONS
The duties, obligations and liabilities of the Parties underthis Agreement are intended to
be several not joint or collective. This Agreement shall not be interpreled or construed to create
an association,joint venture or partnership benveen the Parties. Eaoh Party shall be individually
and severally liable for its own obligations unde-rthis Agreement. Further, neither Party shall
have any rights, power or authority to enter into any agreement or rmdertaking for or on behalf
of, to act as to be an agent or representrative of, or to otherwise bind the other Party.
21. TMPLEMENTATTON
Eaoh Party shall promptly take such action (including, but not limited to, the execution,
acknowledgernert and delivery of documents) as may be r-easonably requested by the other Party
for the implementation or continuing performance of this Agreement.
22. NON-\ryAIVER
The failure of eithor Party to insist upon or enforcc strict perforrrance by the other Party
of any provision of this Agreement orto exercise any right underthis Agreement shall nol be
construed as a waiver or relinquishment of such Party's right to assert or rely upon any such
provision or right in that or any subsequent instance; rather, the same shall be and remain in ftrll
force and effect.
23. AMENDMENT
No change, amendrnent or modification of any provision of this Agreement shall be valid
unless set forth in a rrwittcn amendment to this Agreemenl srgned by both Parties and
subsequently approved by the Commission.
24, CHOICE OF LAWS AND VENUE
This Agreement shall be construcd and interpreted in accordance with the laws of the
State of ldaho without reference to its choice of law provisions. Venue for any litigation arising
out of or related to this Agreement shall lie in the District Court of the Fourth Judicial District of
Idaho in and for the County of Ada.
- l8-
25. HEApINGS
The Sectionheadings in this are forconvenienceonly and shall not be
considered part of or used in the interpretation of this Agreement.
26. SEVERABILITY
The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforccabilrty of any other provision of this Agreement, and this Agreement shall be
construed in all respects as if the invalid or unenforceable provision were omitted.
27. COUNTERPABTS
This Agcement may be executed in two or more counterparts, each of which shall be
deemed as an original, and together shall constitute one and the same document.
28. TAXES
Each Parfy shall pay before delinquency all taxes and other governmental charges for
which such Party is responsible and whic[ if failed to be paid when due, could result in a lien
upon the Facility.
29, NOTICES
Unless otherwise specified, all written notices or other communications required by or
provided under this Agreement shall be maile.d or delivered to the following addresses, and shall
be considered delivered when deposited in the US Mail, postage prepaid, by certified or
registered mail or delivered in person:
to Avista:Director, Power Supply
Avista Corporation
P.O. Box 3727
Spokane, WA 99220
General Managerto Seller:
Kootenai Electric Cooperative, Inc.
2451 W. Dakota Avenue
Hayden, Idaho 83 835-0278
Either Party may change is designated representative to receive notice and/or address
specified above by giving the other Party written noticc of such change.
30. suRYMr
Rights and obligations which, by their nature, should survive termination or expiration of
this Agrcement, will remain in effect until satisfied, including without limitatiorU all outstanding
- 19-
financial obligations, and the provisions of Section 13 (Indemnity) and Section t7 (Disptte
Resolution).
3I. ENTIRE AGREEMENT
This Agreement, including the following exfiibits which are attached and incorporated by
reference horcin, constitutes the entire agreemeut oJthe Parties and supersedes all prior and
contemporaneous oral or unitten agreements between the Parties with respect to the subject
matter hereof;
Exhibit A Communications and Reporting
Exhibit B Independent Engineering Certifications for Construction Adequacy for a
Qualifying Facility and Operations and Maintenance Policy
Project Descrffion and Point of Delivery
Avoided Cost Rates
Initial Capacity Determination Documentation
Interconnection and Operating Agreement
Facilities for Integration and Operation of Fighting Creek
Facility
Letter from ldaho Power Company
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
-20 -
IN WITNESS WI{EREOF, the Parties have caused this Agreenrent to be executed by
their duly authorized representatives as of the date set forth below.
KOOTENAI ELECTRIC
COOPERATIVE,INC AVISTA CORPORATION
fiflg; G<^rr*r l4c-.*rr /CSc:
p4g. 6\s:.2>s 15, 2_or4
-21 -
EihibitA
Cg++Hnicsgop f +d tseppf, Fus
'(D Email communioations between Sell€r and Avista shall bc submltted to:
Avi sta: robert.follini@avistacorp,coii; or
rohert.fol lini @)a.vistacorp,com
Seller: dellio.tt@keo;com
Alteriritb: [e-mail]
(2) Nl qral comrir.ttnipa.tio. ns rclatt{rg to elecitriq -o4elgy.scheduljng; Epneratior level changesl
in[emuptlons or outages between Seller and Avish will be commruricated on a pcorded line as
follows:
G) irerSc,hpd$lg (5:30 am to 12:00 noon on Business Days):
Avista Pre;Scheduler: (509) 495-491 I
Alternate Phone; (509) 495-:4073
Seller: 898). 292-32?6 (Shawn Dolan)
Altemate Phbne; Q08)292:3227 (Doie Elliott)
O) Real{ime Sohed[te (ayailable 24 hours a {ay)
Avista Real.Time Scleduler; [phone]
Seller: Q0D2%-W6 (Stawn Dolan)
Altemate Phonq: (208) ?92.322? (Doug Elliott)
(3) Either Party may change its contaol information upon written notice to thg other Pqrty,
-l-
ATPEI'IPU(J:
I$(TTNBBRS CERI'II(:A'flON
OF
DESKIN & (X}NSIItIETK'N ADEOUACY
'llrc undenfunql
EtlBESlnccring E:ol$tlen3, Inc.
horoby Cdoc aadcortitioc to I&h Powur m follows:
t.
Orcgon.
2.
botwcn Idaho Powcr ar Buycr,
i&irch 5, 201{
urd gEroporativq, rno.os $ollor, dotorl
3. Tlut thc cogenoraliuo or rmsll powce podudionr
Agnrumoil snd this Shlemonl, ie idatillod ae IIlCo Frcllf,y l,lo
rcftnrd 0o asthc t'Iholoct't.
4. That thc Pn{oof whloh is Gomriorly known a* thc
Econy Bencon, P.E,- - ., ffi boholf of hhnrolf and
lproirnftor cdloclivcly rcfrncd lo rs rfirryincart,
pujel, wftioh is thc rmbJor* of lltc
21865X13 an4lrlrcrcinrficr
FighttnE Craek l,andf,ill
GaE to f,nergy sEatlon
Pmioct, il
Tft* llnginccr io a Liconmd Prckionrl Rnglmg ln good $sndlqg in lhs Stats of
ntal Bnghcor hrc rwiswcd thc [nolgy Satec Agrco[cnl, haoindlcr "Aglceprrrl!,Iiootcnal Elssrrlo
hcatcdlnsostion r 'l'uwnrhlp 'N ,Rrrnp 5 .,-wf*corntn t(oot:nai
5. Tlut llnginoer roogniuos lhit thc Agrocnal providc* for tlto hoicd m ftrrnidr dcctricrl
crwrxy to ldoho Pows for a 5-t*- C9. ) your pcdod,
6. 'Ihat Frgincr lur ubdrnthl orpori,orrcc lu lho dceisn, ooostuctiot ond opontlon of
olcclric powcr planlr of tha remc tlryo B thfu PmJcd.
1, Thrt &ginu hoe no cconorlc rcldiorsb$ to tho Dcelgn lhginerof this lho.lool end
har madcthc rndyds of lhc plonr roil ryedftsalion$ iadopondontly.
8. Itd Gogilccr hac pvicwcd tho orrghrcdiog doeigr utd oonslruolloR of lhc PmJcct,
inchdiry ltp olvil worl, ctclrisol wort, guroratirrg equfumonl, prirnc movor convoyuoc epbm, Scllar
$lrnbhod lrrlor<rmnection Fmilitlos and ofia Pnrjcd fidlhlcr aml oqulpmcmt.
-4(t-
2n1{itota
9. Thd lhryircor rr*ogrtizc tlrrn! lrhln Powor, in accrrdnnoo wlth ponagraplr 5.2 of drc Agrounonl,
ir rc$ng olr lhghe.or'n rupr[Efitatloos rnd rf,nlox oortalnod ln thb Strtcrncrt.
10. ThS tsq8lnfir csdific* thrt lho above slrtcmcntr au conplctg lruc erd rootrnlo to thc bcrt of his
turyledgo strd thsdilro u{r hb hrd urd rerl bdow.
/
(PIt $tamp)
Pal6 -*;): /,: .../.t s ,/5.,i L/
- 4J-
Ttutut4
Al,I'llNDD'(C
I*{OINEB,RTS CRITTIFICATION
0r
O}BNAT(}NS & MAINI'INAM}B ruTICY
_, on bobrlf of hlttuctf and
.jTBRcu".".rtsgjr=". rn.:_, hsrEhrllar collocliwly rctfurpd !o ar "lhrgiuoer,r'
homUy ehlctnnil ccdif,Goto fto.$llor ar folloryer
l. Ilutl}rglnomira Uosrnd hofcrdonrl lhgincrin gooddrrdirg in tho Stetcoforcgon.
2, lhrt &rginer ftr roviwed thu Bntrgly $alcs Agreluenl, hcltim0cr "AgroonGot, ltctwcm
Kootenai Electric Cbopcratl.v.
tttarch 5, 2O1{
6* l"R,*hr, dotod
3. IIut dro oogpmra*oo or omtll powa pmdnctlon profut wllch tr thc ruhjoct of lhc Agrcmcnt
md iUo $tuoom h idontlliod m lllCo Fecillty No. 2rB6ta-.0 b herclnattcr refcnpd to ts
thc?n{cct'n FiEhttng ecck Lanrtfill
4, Thd thc rreicct, n&fr:h is cunmorty laown ar u* *"-t-1jt*' "tttl?I haatod in
tJcciion j .Towns[ipj1:1-,Rangc s ,-..s"t"
-Csur*y,
tootGn€r
5. 'ltat Erginerr ruoogplzce that lho Agrcornoat pruvide forthe lojcct to furnirh dcctrlcal rxrotgy
toldaho Powor forporlodof -1s ]rcam.
6. Itat lhginmr h$ rubcrntid oxpuicnoo ll tho docign, cosslrudlm md operatlon of ulodrlo
powor flenle of tho camo typu as lhLt l'tofirct.
7. That Eoginer har no ccosomio relntionrhip to lho Dcrign Bnginoor of lhis Pmjoct.
8. 'l'hat lhginccrhm rsvhwcd andlor nrporvirod thcraviowof tlroPolioy for Opcratior and
Mahtcrnncc fO&Mr) ftr Ob Pmjcd uxl it ir his profersiounl opirrhn thq pmvldcd Brld PtoJct lut
hrcn r6eignod and built to rJrproprirto candurdq adlrc$nm to slid ()&M l'olioy will rerull ln the
-42-
2A|/.,,AI4
Projctb prtrluciug nt or ncar the denign doctrical oufinf oflloienoy orrd plnnt hOor fo't pcriod o]
. ]t --*_trcffs,
0. 'Illrl Iloginec rccogoiar &rt ldalo Power, irr nocordrrco wlth prngreph 5.2 of 0re Agruqncrrf
ir dyiqg on tlqlircrt rqrcoUtiorc and opinirme coarrirrerl in thls Sal€omt.
10. Ttnt Brginer oortlficr that lho abovc statcmurtr uo oonplclq lruo and eopwdolo lhc bc$ of hig
knowtod&$ld tlrcmforc idr hh huxlerd scal blor.
(P.ts.Sanp)
.43-
AP}-B-NP.-!JLS
B}tGlNUln'$ CBMI$ ICA:t'pN
OF
OMnINO OPBNA'IIONS AI{D MAINTtsNAT{CE
unMsrod 86nny BGnsoD, P.E.'l1o
trtrERGfneGring
or hohdf of himndf end
Solutiono. Inc.hcrcinrftcr oollocllwly ruforcd to et "Bngiuocrr" harcby
ehlccandocrtificc !o thc Sclhra follorm:
l. Thil qginocrir r tiorilscd Pmftlelonrl Bqgiooqringood rtanfitr8 h tlra $tataof Ors$n.
2, fiot Enginecr brg rwiowod Oe lhergy Srlos Agtuirtronl, hcrcinaftcr "Agruooont," botwos
Kootenai Bleotrio
lddroPoryara Bu1u, ard gggpqagive- rno -n$ollor,darod liareb 5' 2ol'd
3. Ttat thc eogemrdion or smoll pnwtr pmdrrtion pqrocl whlolr is tho or{ioc* of thc Agmmcnt
antl this $lctonront ir idontiliod as lP(b Faoilily No. 3186s11t
. and homlnrftsr rolsrrrd lo es thc
'ProJaot'.Figbtlng Clcck landttll
1, 'lhat ho pnoJect, whicb is oonrmonly hum ar lhc Gas to ryln, h locrtcd ut
22O89 Bouth tlUY 95, Oocur drAlenc. ID
Tld BagbEGr rcor-.lgnizos ftn tho ABrqmcot proddor ftrr tho hdot to firmlah o&drlurl ororgr
6. 'ilhet BoBlnoor lnre arhdrntid oxporlcnoo ln tho doelgrr, comtruollon rnd opcrallom of chckic
powff phnh oftho
'lmo
t11nar lhir Pnf,oct.
?i 'Itrt Rnginocr lusnocconomlu rcl*hrbip lo tfte hdgr lhslnoerofthlrPmJcr(
8. ltrt Bryincor hlt made a physilral furyoclion of ru&l Prqiocl, ilr oprrliorrc ond mrintonanc
rcconlu almos tho hel prwioru oorrlfH inepordkm. It le lluglnoor'e profooelonol rryinloq baecd on tho
Pmjot'e rypurrance, that its onping O&M has bccn euhlonlirlty ht uoqrrdaro with nrld 0&M lblioy;
lhal il ie lu rcaconably good oportiq ccrdltlon; utd dr* if rdhortncc lo said 0&M Polloy eontlnucr, thc
PmJoct wlll cqrtinnc prcduclng il or sff lls dedgn slcoldcd oulptrl, clfr*cacy nrd plant faslor for tha
runrainlng ls yeanoftlrcAguccmont.
44-
5.
9. Thrt lhc Pn{ct haf beou conntnrohd lE accordate wift slld plau and qrccificatiorE, alt
appllcrblc sodes uxl cnnriilcnt with ttudcu Elcotrlcill Practkrs 0s tht tcnt['lg doscribod in tho
Agucmonl.
lO. 'lfut lhs do*n gad cqrdndiorr of tto Plojet io auoh llnl wilh maeoublo and pnrdor*,
opntior ord noinloanoa pracliooc by &rlter, tho ltlojool is ogreHc of porbmring in rcoodrlrcc rilh ho
tGnEofthoAgr€onmtardwi0rFmdonBhcritnlhaodcosfura Ji!-tcen ( ls )!rcrpcdod.
ll. 'lhal llngrnu rtcqgnizor thal ldrlp Prrwer, in spcoldarco wlth narrgrspbSl of tho
Agrcaruil,ln ha,roo!illedfrE tln hojocl wllh ils sllsEnr it rclying on Bnglnoo/u ropfirr€ltoliqrc rud
ophhru oontaincd in 0rfu Stetsmoeit"
12. 'l'hd Fagircor oadifics tlEt lhc rbow nlatompnls aru oonplutq trrro ord aoouralo lo tho
bcrt of hi* tmwlodgF ard lh*sforc rotr hls hmd ard eqil bolow.
(
)*'-**
(P.B,tlomp)
Dabd-f //?,/\c.v.*/-
-47-
,lt*lfii1
ExhibitC
Proiect Descriotion and Point of Deliven
Descrintion of the Facilitv:
Seller's Facility is described as the Fighting Creek Landfill Gas to Energy Facility and consists
of: Turc I.6 MW generators each powered by a Caterpillar Model 3520, spark ignited,
reeip:ocating intemal comtustion engines electrically interconnected to Seller's 24.9 kV
dishibution facilities terminated on the projed busbar. The Project will use melhane gas
produced by decomposition of waste intemed within landfill. The Project is located at Kootenai
County Solid Waste Facility (Wl16.93 , N47.532), near Bellgrove, Idaho.
Location:
Seller's Facility is located at: Kootenai County Solid Waste Facility (Wl16.93 ,
N47.532), near Bellgrove, Idaho.
Polnt of Deliverv:
Point of Delivgry Location: The point where Avistars Dower - Post Falls I l5kV Tap
Transmission Line and KEC's Dower - Post Falts I l5kV Tap Transmission Line are
connected.
Alternate Point of Delivem:
Alternate Point of Delivery Location: The point where Avista's Dower - Post Falls
I lskv Tap Transmission Line served via Avista's Post Falls - Ranrsey l lskv
Transmission Line and KEC's Dower - Post Falls I lskv Tap Transrnission Line are
oonnected.
Point of Mcterinei
Metering Location: In Seller's Facility, on the 24.9 kV side of the generator step-up
transformeroverwhich elechic power and energy flows.
E;hi[!l D
Avoided CostRatef
Period
Jun 2014 - Dec 2014 S39.71
HeaW LlghtLoad LoadHours Hourstaiwh $niuvh
ExhtbitE
Inltial Caneci,tv Determlnation Documentation
Within fiftse,n (15) days aftcr a Commission order specificd in Section 4.2 approving this
Agreement, the Seller shall provide to Avista;
l. the manufacturer's serial number and specifications for each engine - gen€rator installed
at the Facility.
2. the lnitial Capacity Determination of the Facility, expressod in kilowatts at the Point of
Delivery, wtrich is equal to the sum of the Facility's gross output values identified and
provided in Exhibit C, less Facility Service Power and [osses.
ExhibitG
FaciHtics for Intesration and Ooeration of Fishtine Crcek Facilitv
-l-
fransmlsslon Sewlces
Avlsta Corporatlon
'1411 E Mlsslon Avsnue
Spol€ne, WA 99202
'lFrvtsIfl
Decernber 5, 2011
Mr. Doug Elliott
General Manager
Kootenai Electic Cooperative
P.O. Box 278
Hayden, Idaho 83 835 -U7 8
SUBJECT: Facllities for Integration and Operation of Fighting Creek f,'acility
Dear Mr. Elliott:
This Letter Agreernent ("Agreemenf') sets forth the scope of work and responsibilities of Avista
Corporation ("Avista') aud Kootenai Electric Cooperative, Lrc. ('I(EC'), hereinafter sometirnes
referred to collectively as '?arties" and individually as "Party," regarding the construction and
installation of the Parties' respective facilities for the integration and operation ofKEC's new 3.2
MW Fighting Creek Landfill Gas to Energy Facility ('Facility') at the Kootenai County Solid
Waste Facility near Bellgrove, Idaho.
PROJECT COORDINATION AIYD SCEEDIJLE
I(EC and Avista shall coordinate all requirements for this project and consult with one
another regarding the duties listed under this Agreeme,nt. The Parties intend to complete
construction and enable operation of the Facility by Dece,mber 30, 2011. While neither
Party makes any express commitment to meet such date to energize the facilities outlined
within, the Parties shall make good faith efforts to complete this project within the time
frame identified.
IL EFFECTTVE DATE
This Agreement shall be effective upon the date this Agreement is executed by both
Parties. This Agreernent shall terminate upon receipt by Avista of all invoiced amounts
pursuaut to Section V,
Lctter Agreernent - Facilities for lntegration and Operation of Fighting Creek Facility
Decernber 5, 2011
Page 2 of3
III. AVISTA'S RESPONSIBILITIES AT KEC'S EXPENSE
Avista shall provide, at KEC's expense, a relay to provide synsh check functionality and
add equipment to provide dial-up access to the new relay on Avista's Post Falls A-320
circuit breaker.
Avista shall provide, at KEC's expense, material and labor to proglam, check-out, and test
0re metering and data acquisition equipment provided by IGC at the Facility,
Avista shall, at KEC's expense, provide materials and labor to program the Cybectec SMP-
4, test and check-out all metering and SCADA equipment provided by KEC, and terminate
the 4-wire communication circuit provided by I(EC at Avista's Coeur d'Alene Service
Center.
Avista shall, at KEC's expense, provide labor to revise relay settings on Avista's Post Falls
A-2ll circuit breaker on the Post Falls - Ramsey I 15 kV line to provide an alternate point
of receipt.
Iv. KEC'S RESPONSIBILITTES AT KEC'S EXPENSE
KEC shall, at KEC's expsnse, acquire rights of way and permitting for, construct and own
the new Facility. This construction shall include metering CTs, metering PTs, space in
Seller's Facility conhol house for Avista metering equipment, voltage and current
indications from KEC's CTs and PTs to the Avista metering equipment, 4-wire
communication circuit, Z-wfte communication circuit, appropriate isolation protection for
communication circuits, and a 48 VDC circuit for power supply.
KEC shall, at KEC's experse, provide and install a Jemstar revenue grade meter, test
switch, Cybectec SMP-4, and other data acquisition equiprnent as approved by Avista
which shall be owned, operated, and rnaintained by Avista.
I(EC shall, at I(EC's expense, provide labor for the commissioning of this equipment and
the tennination of the 4-wire circuit.
V. T'INANCIAL TERMS AI\D CONDITIONS
The estimated cost of the work to be performed by Avista at I(EC's expense, as identified
in Section III, is $65,000, including applicable overheads and taxes. Upon completion of
all work performed by Avista, Avista shall invoice KEC for the actual costs Avista
incured to complete such work, including applicable overheads and taxes.
Invoices from Avista shall reference this Agreement and shall be sent to the following
address:
I(ootenai Electric Cooperative
Attention: Shawn Dolan
I(ootenai Electric Cooperative
P.O. Box 278
Hayden, Idaho 83835-0278
Lrcttcr Agrccrnent - Facilities for Integation end Operation of Fighting Creck Facility
Dccember 5, 201 I
Page 3 of3
Remittances from I(EC shall be within the timeframe specified in ttre invoice and shall be
sent to the address named in the invoice.
Please indicate KEC's concurrence by executing the two originals of this Agreement where
indicated below, Please retain one original for your files and return one original to Avista at the
address listed above. Should you have any questions regarding this Agreement, please do not
hesitate to contact me at [phone].
Respectfully,
)kSo-un{
JeffSchlect
Senior Manager, Transmission Seryices
KOOTENAI ELECTRIC COOPERATryE, INC.
concur: D d.f a. CA--'
Name: DougElliot
Title: General Manager
Date: G<-c-L"r 8. ?e,rL
ffiffi*.
An toACORp Companr
DONOVAN E. WALKER
Loed Counsel
August 14,2014
VIA ELECTRONIC MAIL
Shawn Dolan, P.E.
Manager of Engineering
Kootenal Electric Cooperative
2451 W. Dakota Ave.
Hayden, ldaho 83835
Re: Flghting Creek LandfillGas Plant
Force MaJeure Event - As Avallabte Energy Sale to Avista
Dear Mr. Dolan:
ln response to your inquiries, and to your letter of August 14,2014, please let this
letter serve as ldaho Power's acceptance of, and acknowledgment of the existence of
an event of force mafeure, suspending each party's performanco pursuant to our
Oregon PURPA Standard Energy Sales Agreement ('Agreement"), such force majeure
event belng a forest fire that has damaged and/or burned down portlons of transmlsslon
line(s) owned and malntained by Avista, preventing the delivery of Kootenai's
generation to ldaho Power pursuant to the Agreement.
You have indicated that durlng this event of force maJeure that Kootenaiwishes
to sell the output of its generation facility, that is under contract with ldaho Power, to
Avlsta on a temporary and as-avallable basls. You further lndicate and propose the
duratlon of this force maJeure event to contlnue through August 24, and request to sell
your facility's output to Avlsta from August 15 through August 24. As prevlously
discussed between ldaho Power and Kootenal, ldaho Power agrees wlth thls proposal,
and consequently will undesignate the network resource designation of the generatlon
provided by Kootenal's facllity pursuant to the Agreement on ldaho Powels system
starting on August 15, 2014, through August 24.2014. Kootenal will be unable to sell
Its output to ldaho Power pursuant to the Agreement during this perlod of un-
designation.
You further rnentioned future transrnission curtailments and other contractual
provisions related to the same. ldaho Power is responding with thls letter to the cunent
Shawn Dolan
August 14,2014
Page? of 2
event of force majeure only, and any statements, agreements, and the like expressed
herein are meant for appllcation to this specific event of force majeure only. ldaho
Power notes that the prsent situation and event of force majeure is not an ldaho
Power-initiated curtallment as that term ls used in Article 11.2 of the Agreement.
Idaho Power will remove the network resource designatlon from the generation
provided by your facility pursuant to the Agreement starting August 15, 2014, and
ending August 24,2014, Unless otherwlse set forth ln writing, the network resource
designatlon wlll be reinstated on August 25, 2A14, and energy deliveries and
performance pursuant to our Agreement will resume. Should the line(s) not be repaired,
restored, or otherwise operational by that tlme, please notify ldaho Power irnmedlately
so that the proper arrangements can be made.
Slnceptl,
t'*1 "'--Donovan E. Walker
cc: Greg Adams (by e-mail)
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 15ft day of August,2}l4,a true and correct copy of the
within and foregoing JOINT PETITION OF AVISTA CORPORATION AND KOOTENAI
ELECTRIC COOPERATIVE, INC. was served as shown to:
Jean Jewell
Commission Secretary
Idatro Public Utilities Commission
472W Washington
Boise lD 83702
Michael G. Andrea
Steve Silkworth
Avista Corporation
l41l East Mission Ave., MSC-23
Spokane, WA99202
X Hand Delivery
_ U.S. Mail, postage pre-paid
_ Facsimile
_ Electronic Mail
_ Hand Delivery
X U.S. Mail, postage pre-paid
_ Facsimile
X Electronic Mail
By: