20180109Petition.pdf

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Avista Corp.
l4l 1 East Mission P.O.Box 3727
Spokane, Washington 99220-0500
Telephone [phone]
Toll Free 800-727-9170
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January 8, 2018
Diane Hanian, Secretary
Idaho Public Utilities Commission
P O Box 83720
Boise, ID 83720-0074
RE: CASE NO. AVU-E-I8- Ol
JOINT PETITION OF AVISTA CORPORATION AND CLARK FORK HYDRO LLC FOR
APPROVAL OF A POWER PURCHASE AGREEMENT
Dear Ms. Hanian:
Attached for filing with the Commission is an original and seven copies of the Joint
Petition of Avista Corporation, doing business as Avista Utilities, and Clark Fork Hydro LLC for
approval of a Power Purchase Agreement.
If you have any questions regarding the enclosed petition, please contact Michael Andrea at 509-
495-2564 or Steve Silkworth at 509-495-8093.
Sincerely
Sr , Regulatory Policy
Avista Utilities
s09-49s-4975
linda. gervai s@avi stacorp.com
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For Avlcta Corporation
Michael G. Ardrca (lSB No. t30t)
Senior Counsel
Avistr Corpontion
l4l I East Mission Ave., MSC-33
Spokanc, \,1AW202
Phonc [phone]
Facsimile: [phone]
For Clark Fork Hydro LLC.
Dennis M. Davis (lSB No. 2133)
Witherspoon Kelley
608 Northwest Blvd., Ste. #300
Coeur d'Alene, lD 83814-2714
Phone: Q08)277-9636
Facsimile: [phone]
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE JOINT PETITION
OF AVISTA CORPORATION AND CLARK
FORK HYDRO LLC FOR APPROVAL OF
POWER PURCHASE ACREEMENT
cAsE NO. AVU-E- t 8- 61
JOINT PETITION OF AVISTA
CORPORATION AND CLARK FORK
HYDRO LLC
Avisu Corporation ('Avista') and Cla* Fork Hydro LLC ("CFH') (collectively,
the "Parties") hereby jointly petition the ldaho Public Utilities Commission
("Commission") for an order approving the Porryer Purchase Agrcement between Avista
and CFH f'Agreement") with a requested effective date of January 1,2018. The
Agrcment is attached hereto as Attachmont A.
Page - I JOINT PETITION OF AVISTA CORPORATION AND CLARK FORK
HYDRO LLC
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l. Names end Addresses of Petitioners
Avista Corporation
l4l I Ees Mission Avenuc
Spokane, WA99202
Clark Fork Hydro LLC
PO Box 52E
Clark Fork ldaho 83Ell
2. Naturc of Buslnesses
Avista is a corporation crcarcd and organized under the laws of the State of
Washington with is 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 customem in ldaho and
Washington. Avista also provides natural gas service to customers in ldaho, Washington,
and Oregon. As such, Avista's rates, charges, services and practices are rcgulated, in
part, by this Commission.
CFH is a limited liability company organized under the laws of the State of ldaho
and is the developer of the Derr Creek Hydroelectric Project located in Bonner County,
Idaho ("Facility''). The Facility is capable of generating up to approximately 250
kilowatts of energy. The Facility is a Qualifying Facility pursuant to the Public Utilily
Regulatory Policies of Act of 1978 ('PURPA").
Page - 2 JOINT PETITION OF AVISTA CORPORATION AND CLARK FORK
HYDRO LLC
3. Names of Representatives
All cornmunications, pleadings, and orders with respect to this proceeding should
bc dirccted to:
For Avista Corporetion:
Steve Silkworth
Manager, Wholesalc Marketing and
Contracts
Avista Corporation
l4l I E. Missior Avc., MSC-7
Spokane, WA99202
Phone: [phone]
Fax: [phone]
E-mail : [e-mail]
Michael G. Andrca
Senior Counsel
Avista Corporation
l4l I E. Mission Ave., MSC-33
Spokrne, WA 99202
Phone: [phone]&
Fax: [phone]
E-mail: [e-mail]
For Clark Fork Hydro LLC:
Jay White
Operations Manager Clark Fork Hydro
LLC
PO Box 528
Clark Fork Idaho 8381I
Phone: (20E) 2664381Email:j@
Dennis M. Davis
Witherspoon Kelley
608 Northwest Blvd., Ste. #300
Cocur d'Alene, ID 83814-27 14
Phone: [phone]
Facsimile: [phone]
Emai I : dmd@withersooonkel lev.com
4, Descrlptlon of Agreement
The Agreemcnt is a powcr purchase agrtement under which CFH will generatc
and deliver the Net Delivered Output of its Facility to Avista's electric system. For the
Term of the Agreemcnt, Avista will purchasc the Net Delivered Output of the Facility
that is delivered to the Point of Delivery. Avista will purchase such Nst Delivcred
Output pursuant to Schedule 62 of its ldaho tariffat the applicable rate based upon the
following: Flat Season I and Season 2 Avoided Cost Ratcs ForNon-Seasonal Hydro
Projects Smaller Than Ten Average Megawans pcr month - Non-Levellzed as shown in
Exhibit E to thc PPA. The Term of the Agrement shall commencc on the Effective Date
Page - 3 JOINT PETITION OF AVISTA CORPORATION AND CLARK FORK
HYDRO LLC
and shall continue through Decembcr 31,203"1, unless the Agreement is terrninated
earlier pursuant to its ternts.
5. Joint Request for Approval
Avista and CFI'I jointly request that the Commission issue an order (i) accepting
the Agreement, without change or condition, with an effective date ol'.f anuary I , 201 8,
and (ii) declaring that all paynlents rnade by Avista lor purchases of energy under the
Agreenrent be allowed as prudently incuned expenses for ratenraking purposes.
Respectfully subnrined this Ith day of January, 2018.
AVISTA CORPORATION
Michael G. Arrdrea
Senior Counsel
Clark Fork Hydro LLC
Nr,- n ,P
Dennis M. Davis.
Witherspoon Kelley
Attorneys for Clark Fork Hydro, LLC
Pagc - 4 JOINT PETI1'!ON OF AVISTA CORPORATION AND CLARK FORK
HYDRO LLC
a
POWER PURCHASE AGREEMENT
BETWEEN
CLARK FORK HYDRO, LLC
AI\D
AVISTA CORPORATION
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INDEX
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3.
4.
5.
6.
7.
8.
9.
10.
ll.
12.
13.
t4.
DEFINITIONS 3
5
6
6
6
7
8
8
9
11
l1
t2
l3
14
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t4
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t7
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18
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NO RELIANCE ON AVISTA.....
WARRANTIES
CONDITIONS TO ACCEPTANCE OF ENERGY
TERM OF AGREEMENT........
PURCHASE AND SALE OF POWER...
TNSURANCE ........,.......
CURTAILMENT, INTERRUPTION OR REDUCTION OF DELIVERY..........
OPERATION
METERING
PURCHASE PzuCES AND METHOD OF PAYMENT..,..
FORCE MAJEURE
5.
6.
7.
8.
9.
TNDEMNITY .,.............
ASSIGNMENT..............
NO LINSPECIFIED THIRD PARTY BENEFICIARIES ......,.......
DEFAULT
ARBITRATION
RELEASE BY PROJECT DEVELOPER ......
GOVERNMENTAL AUTHOruTY,..............
20.
2t.
22.
z).
24.
25.
26.
27.
28.
29.
30.
EQUAL OPPORTLINITY ....,....
SEVERAL OBLIGATIONS......
MPLEMENTATION....
NON-WAIVER.
AMENDMENT........
CHOICE OF LAWS
COMPLIANCE WITH LAWS............
VENUE
HEADINGS ........
NOTICES
EXHIBITS
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Communication and Reporting
Form of Engineer's Certification of Operations and Maintenance Policy
lnterconnection Ageement
Description of the Facility
Purchase Price
.)
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This Power Purchase Agreement ("Agreement") with an Effective Date as provided in
Section 5.1 below is made by and between Avista Corporation, a Washington corporation
("Avista"), and Clark Fork Hydro LLC, an Idaho limited liability company, ("Project
Developer"). Avista and Project Developer are sometimes referred to herein individually as a
"Party" and collectively as the "Parties."
lVITNESSETH:
WIIEREAS, Project Developer plans to continue to operate a 250 kW electric generating
unit(s) ("Facility") at Clark Fork, Idaho; and
WHEREAS, Project Developer has obtained all necessary rights and authorities to own
and operate the Facility; and
WHEREAS, Project Developer and Ai,ista are parties to an agreement pursuant to which
Avista purchases the output of the Facility, which agreement expires by its own terms on
December 31,2017l, and
WHEREAS, Project Developer and Avista desire to enter into this Agreement under
which Avista will continue to purchase the output of the Facility pursuant to the terms of this
Agreement for the Term; and
WHEREAS, the Faciliry is connected in a manner such that parallel operation with
Avista's electrical system occurs; and
WHEREAS, Avista and Project Developer are parties to the lnterconnection Agreement,
which is set forth at Exhibit C, herein, and incorporated as a part of this Agreement; and
WHEREAS, Project Developer desires to sell and Avista desires to purchase power from
the Facility subject to approval of the Idaho Public Utilities Commission: and
WHEREAS, Project Developer is or shallbe a Qualifying Facility within the meaning of
the Public Utility Regulatory Policies Act of 1978 and the rules and regulations thereunder; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the Parties agree as follows.
1. DEFINITIONS
Whenever used in this Agreement and exhibits hereto, the following terms shall have the
following meanings:
1.1 "Ag@J" means this Power Purchase Agreement, including all exhibits, and
any written amendments,
3
1.3 "AyiSIg", "BIgjggQgglgpgI", "E3IE" and "EgIb" shall have their
respective meanings set forth above.
1.4 "Effective Date" shall have the meaning provided in Section 5.1
1.5 Reserved
1.6 ,Egj!!!!yrr means the electric generating facilities, including all equipment and
structures necessary to generate and supply power, more particularly described at Exhibit D
(Description of the Facility).
L.7''@''meanstheelectricpowerusedbytheFacilityduring
its operation, including, but not necessarily limited to pumping, generator excitation, cooling or
otherwise related to the production of electricity by the Facility.
1.8 rrFERCrr means the Federal Energy Regulatory Commission.
1.9 " " means certifications provided by a
professional engineer registered in Washington or Idaho, who has no direct or indirect, legal or
equitable, ownership interest in the Facility.
1.10''@''TheGenerationInterconnectionAgreementby
which Net Delivered Output may be delivered into the transmission system of Avista at the Point
of Delivery during the term of this Agreement. The Interconnection Agreement is set forth in
tull at Exhibit C.
1.11''@,'meansa1lfacilitiesrequiredtointerconnectthe
Facility for delivery of Net Delivered Output to the Avista transmission or distribution system
including connection, transformation, switching, relaying and safety equipment. lnterconnection
Facilities shall also include all telemetry, metering, cellular telephone, and/or communication
equipment required under this Agreement regardless of location.
l.l2 TTIPI]C'' means the Idaho Public Utilities Commission or its successor
1.13 rrMlv, means megawatt. One thousand kilowatts equals one megawatt.
l.14''@,'meanseighty-fivepercent(85%)oftheweighted
average of the daily Intercontinental Exchange ("ICE") daily On- and Off-Peak Firm Index
prices for electricity at the Mid-Columbia hub ("Mid-C"), or its successor, or as agreed to by the
parties where no successor exists.
l.l5''@''meanSallelectricenergygeneratedbytheFacility,net
of Facility Service Power.
4
1,2 rraM!V, means average MW.
1.16'.@''meanStherateindolIarspermegawatt-hour.tobe
paid by Avista for all Net Delivered Output, subject to any limitations under this Agreement.
The Net Delivered Output Cost is specified in Section I l.l.
l.l7 "@@f" means all hours other than On-Peak hours
1.18 rrQg;lgeltt lneans the hours ending 0700 through2200 Pacific Prevailing time,
Monday through Sunday, including NERC holidays.
1.19 "Q!g4dgg&I" means each l2-month period from January 1 through
December 31 .
|.20''Egig!@,'meanSthelocationwheretheFacilityiselectrica11y
interconnected with Avista's transmission system.
|.2l''@''meanSthepractices,methods,andacts,incIuding
but not limited to practices, methods, and acts engaged in or approved by a significant portion of
the electric powff generation and transmission 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 desired result in a milnner consistent rvith law,
regulation, reliability, safety, environmental protection, economy, and expedition.
l.22''@gg''meansanyoutagewhichisscheduledbytheProject
Developer to remove electrical or mechanical equipment from service for repair, replacement,
maintenance, safety or any other reason, and u,hich thereby limits the generating capability of the
Facility to less than its full tested capability.
1.23 rrTermrr means the period commencing on the Effective Date and terminating on
December 31 , 2037 , unless terminated earlier in accordance with the terms of this Agreement.
2. NO RELIANCE ON AVISTA
2.1 Project Developer lndependent Investigation. Project Developer warrants and
represents to Avista that in entering into this Agreement and the undertaking 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 Avista in connection with the transactions contemplated by this Agreement.
2.2 Project Developer Experts. All professionals or experts 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.
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3. WARRANTIES
3.1 No Warrant.v- by Avista. Any review, acceptance or failure to review Project
Developer's design, specifications, equipment or facilities shall not be an endorsement or a
confirmation by Avista, and Avista makes no warranties, expressed or implied, regarding any
aspect of Project Developer's design, specifications, equipment or facilities, including, but not
lirnited to, safety, durability, reliability, strength, capacity, adequacy or economic feasibility.
3.2 Oualifyine Facilitv Status. Project Developer warrants that the Facility is a
"Qualifying Facility", as that term is used and defined in I 8 C.F.R. $ $ 292. 101, 292.20?. After
initial qualification, Project Developer shall take such steps as may be required to adequately
maintain the Facility's Qualifi,ing Facility status during the term of this Agreement and Project
Developer's failure to adequately maintain Qualifying Facility status will be a material breach of
this Agreement. Avista reserves the right to review the Project Developer's Qualifying Facility
status and associated support and compliance documents at any time during the term of this
Agreement.
4. CONDITIONS TO ACCEPTANCE OF ENERGY
Avista's obligation to accept output generated by the Facility is conditioned upon the
following:
4.1 Licenses. Permits and Approvals. Pursuant to applicable federal, state, tribalor
local regulations, Project Developer shall prior to the Effective Date obtain, and for the Term shall
maintain in good standing and effect, all licenses, permits or approvals necessary for Project
Developer's operations including, but not limited to, compliance with Subpart B, l8 C.F.R. $
292.207. Licenses, permits 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
necessary easements and leases.
4.2 lnsurance. Project Developer shall, prior to the Effective Date, have obtained the
insurance and engineering certification required by Section 7.
4,3 Initial Year Monthlv Net Delivered Output Amounts. Project Developer shall
provide to Avista the Initial Year Monthly Net Delivered Output Estimates in accordance with
Section 6.3.
5. TERM OF AGR.EEMENT
5.1 Subject to the provisions of this Section 5, this Agreement shall be effective at
0000 hours on January 1,2018, or such other date as ordered by the IPUC, ("Effective Date");
provided the Agreement is executed by the Parties on or prior to the January l, 2018. in the
event this Agreement is executed by the Parties subsequent to January l, 2018, the Effective
Date will be deemed to be the date upon which the Agreement will have been executed by both
Parties. Power purchases pursuant to this Agreement shall commence upon the Effective Date.
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5.2 Project Developer and Avista shall jointly petition the IPUC for an order approving
the Agreement and any mutually agreed to amendment to the Agreement. This Agreement and any
amendment to this Agreement is conditioned upon the approval and determination by the IPUC that
the prices to be paid for electric power are just and reasonable, in the public interest, and that the
costs incurred by Avista for purchases of electric power from Seller are legitimate expenses.
5.3 In the event that the IPUC fails to issue a final order approving this Agreement by
January 30, 2018, neither Parry shall have any further obligations to purchase or sell electric
power hereunder, and this Agreement shall terminate on January 30, 2018.
5.4 ln the event that this Agreement is terminated pursuant to Section 5.3, except as
otherwise provided, the Project Developer shall refund amounts to Avista. The refund amount
for each month shall be equal to the amount previously paid by Avista for electric power
received by Avista during such month, less the arithmetic product that is obtained by multiplying
the number of megawatt-hours during such month for which Avista has paid, by the lesser of: (i)
the Net Delivered Output Cost set forth in Section I 1.1 for such month, or (ii) the Market Energy
Cost for such month. ln the event that Avista has not paid for electric powil delivered by Project
Developer before this Agreement is terminated pursuant to Section 5.3, Avista shall pay for such
power at the lesser of (i) the Net Delivered Output Cost set forth in Section I 1.1 for such
month, or (ii) the Market Energy Cost for such month.
5.5 This Agreement shall expire on December 31,2037, unless terminated earlier in
accordance u,ith the terms of this Agreement.
5.6 Unless excused by Force Majeure, Avista may tenninate this Agreement on thirty
(30) days prior written notice if, in any two (2) consecutive Operating Years, Project Developer
fails to deliver Net Delivered Output equal to 1,000 megawatt-hours.
6. PURCIIASE AND SALE OF POWER
6.1 Project Developer shall sell and deliver to the Point of Delivery and Avista shall
purchase all Net Delivered OuPut.
6.2 The Facility is designed, and the Project Developer shall operate the Facility in a
manner such that the hourly scheduled amount of Net Delivered Output does not exceed 250 kW
in any hour. Avista shall have the right, but not the obligation, to purchase any Net Delivered
Output from the Facility in excess of 250 kW in any hour. The maximum anaual amount of
electric power that Avista is obligated to purchase hereunder shall be 2,453 megawatt-hours in
any Operating Year which is a non-Leap Year, or 2,460 megawatt-hours in any Operating Year
which is a Leap Year.
6.3 Initial Net Delivered Outnut Estimates. Project Developer shall provide to Avista
no later than seven (7) calendar days following the Effective Date, Net Delivered Output
Estimates for each of the twelve consecutive months that begin with the month containing the
1
Effective Date, counting the month during which the Effective Date occurs as month one (lnitial
Year Monthly Net Delivered Ouput Estimates).
7. INSURANCE
7.1.1 General Liabilitr-. Project Developer shall carry and maintain
comprehensive general liability insurance in a form acceptable to Avista with coverage of
not less than $1,000,000 per occurrence, including coverage of bodily injury, property
damage liability, and contractual liability specifically related to the indemnity provisions
of this Agreement. The deductible will not exceed the Project Developer's financial
ability to cover claims and will not be greater than prevailing practices for similar
operations in the State of Idaho.
7.1.2 Propertv Insurance. Project Developer shall carry and maintain property
insurance for the full replacement value of the Facility in a form acceptable to Avista, a
deductible not to exceed the Project Developer's financial ability, and will not be greater
than prevailing practices for similar operations in the State of Idaho.
7.1.3 Oualifying Insurance. The insurance coverage required by this Section
7.1.1 must be obtained from an insurance carrier licensed to conduct business in the state
in which the Services are to be performed, must be acceptable to Avista, such acceptance
not to be unreasonably withheld, 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 Avista and its directors, officers and employees as additional
insureds, (ii) Avista as a loss payee as applicable, (iii) a cross-liability and severability of
interest clause, and (iv) provisions such that the policy is primary insurance with respect
to the interests of Avista and that any other insurance maintained by Avista is excess and
not contributory.
8. CURTAILMENT.INTERRUPTION OR REDUCTION OF DELIVERY
Avista may require Project Developer to curtail, intemrpt or reduce delivery of Net
Delivered Output if, in accordance with Section 9.2, Avista determines that curtailment,
intemrption or reduction is necessary because of force majeure or to protect persons and property
from injury or damage, or because of emergencies, necessary system maintenance, system
modification or special operating circumstances. Avista shall use its reasonable efforts to keep
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7.1 Business Insurance. Prior to operating the Facility, Project Developer, at his own
cost, shall obtain and maintain the following insurance in force over the Term of this Agreement
and shall provide cerlificates of all insurance policies. Avista's acceptance of the certificate of
insurance is not intended to, and will not reduce, limit, affect, or modify the primary obligations
and liabilities of Project Developer under the provisions of this Agreement. Project Developer
must provide notice of cancellation or notice of change in policy terms at least 60 days prior to
any change or termination of the policies.
any period of curtailment, intemrption, or reduction to a minimum. ln order not to interfere
unreasonably with Project Developer operations, Avista shall give Project Developer reasonable
prior notice of any curtailment, intemtption, or reduction, the reason for its occurrence and its
probable duration.
9. OPERATION
9.1 Communications and Reporting. Avista and the Project Developer shall maintain
appropriate operating communications through Avista's Designated Dispatch Facility in
accordance with Exhibit A of this Agreement.
9.2 Excuse From Acceptance of Delivery of Power.
9.2.1 Avista rnay intern:pt, suspend or curtail delivery, receipt or acceptance of
delivery of power if Avista reasonably determines consistent with Prudent Utility
Practice that the failure to do so:
9.2.1.1 May endanger any person or property, or Avista's electric
system, or any electric system with which Avista's system is interconnected;
9.2.1.2 May cause, or contribute to, an imminent significant disruption
of electric service to Avista's or another utility's customers;
9.2.1.3 May interfere with any construction, 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.
9.2,2 Avista shall promptly notify Project Developer of the reasons for any such
intemrption, suspension or curtailmentprovided for in Section9.2.l, above. Avista shall
use reasonable efforts to limit the duration of any such disconnection, intemrption.
suspension or curtailment.
9.3 Project Developer Declared Suspension of Energy Deliveries.
9.3.1 If the Project Developer's Facility experiences a forced outage due to
equipment failure which is not caused by an event of force majeure or by neglect,
disrepair or lack of adequate preventative maintenance of the Project Developer's
Facility, Project Developer may, after giving notice as provided in Section 9.3.2 below,
temporarily suspend all deliveries of Net Delivered Energy to Avista from the Facility for
from individual generation unit(s) within the Facility impacted by the forced outage for a
period of not less than 48 hours to correct the forced outage condition ("Declared
Suspension of Energy Deliveries"). The Project Developer's Declared Suspension of
Energy Deliveries will begin at the start of the next fu1lhour following the Project
Developer's telephone notification as specified in Section 9.3,2 and will continue for the
-9-
time as specified (not less than 48 hours) in the written 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 adjusted as specified in Section 6.3.5.
9.3.2 If the Project Developer desires to initiate a Declared Suspension of
Energy Deliveries as provided in Section 9.3. I , the Project Developer shall notify the
Designated Dispatch Facility by telephone. The beginning hour of the Deciared
Suspension of Energy Deliveries will be at the earliest the next full hour after
making telephone contact with Avista. The Project Developer shall, within 24 hours
after the telephone contact, provide Avista a written notice in accordance with Section 29
that will 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 Avista's acceptance of
the described forced outage as qualifying for a Declared Suspension of Energy
Deliveries as specified in Section 9.3.1. Avista's 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 ofForce
Majeure or by neglect, disrepair or lack of adequate preventative mainlenance of the
Proj ect Developer's Facility.
9.4 Scheduled Maintenance, On or before January 3 I of each calendar year, Project
Developer shall submit a written proposed maintenance schedule of significant Facility
maintenance for that calendar year and Avista and Project Developer shall mutually agree as to
the acceptability of the proposed schedule. The Parties determination as to the acceptability of
the Project Developer's timetable for scheduled maintenance shall take into consideration
Prudent Utility Practices, Avista system requirements and the Project Developer's preferred
schedule. Neither Party shall unreasonably withhold acceptance of the proposed maintenance
schedule. The Parties shall cooperate in determining mutually acceptable Facility down times or
maintenance shutdowns.
9.5 Compliance with Permits. Licenses. Authorizations and Other Rishts. Project
Developer shall obtain and comply with all permits, licenses, authorizations and other rights
required to own, operate, use and rnaintain the Facility, as they may change from time to time
Project Developer shall fumish to Avista on request, copies of all documents granting,
evidencing or otherwise related to such permits, licenses, authorizations and rights.
9.6 Proiect Developer's Risk. Project Developer shall own, operate, use and maintain
the Facility at its own risk and expense in compliance with all applicable larvs, ordinances, rules,
regulations, orders and other requirements, now or hereafter in effect, of any governmental
authority,
9.7 Avista Riqht to lnspect. Project Developer shall permit Avista to inspect the
Facility or the operation, use or maintenance of the Facility. Project Developer shall provide
Avista reasonable advance notice of any such test or inspection by or at the direction of Project
Developer.
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9.8 Pro_iect Developer Obligations in Accordance with Prudent Utilitv Practices.
Project Developer shall own, operate and maintain the Facility and any Project Developer-owned
lnterconnection Facilities so as to allow reliable generation and delivery of electric energy to
Avista for the fulI term of the Agreement, in accordance with Prudent Utility Practices.
10. METERING
10.1 A power meter currently located at the Point of Delivery at Project Developer's
expense will register the Net Delii,ered Output generated and delivered to Avista on an hourly
basis.
10.2 The power meter will record power, rvhich flows from the Facility to Avista.
Avista 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
Delivered Output in each calendar month. Power deliveries in any month shall be calculated
based on information 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. Avista shall own and maintain all meters used to
determine the billing hereunder and the meter(s) shall be located as specified in the
Interconnection Agreement. Such meter(s) shall be tested and inspected in accordance with
Avista's meter testing program as filed with the Washinglon Utilities and Transportation
Commission and/or the Idaho Public Utilities Commission. If requested by Project Developer,
Avista shall provide copies of applicable test and calibration records and calculations. Avista
shall permit a representative of Project Developer to be present at all times the meters are being
tested. Additionally, Avista shall test any or all of such meters as may be reasonably be required
by Project Developer. Project Developer shall pay reasonable costs for such requested test
unless any of the meters is found to be inaccurate in which case Avista shall pay for such test,
10.3 Adjustments shall be made in meter readings and billings for errors in a meter
reading or billing discovered within twelve (12) months of the error. Avista shall noti$r Project
Developer of any enors arising from meter calibration, reading or billing. Avista shall permit
representatives of Project Developer to inspect all of Avista's records relating to the delivery of
electrical energy to and purchase ofelectrical energy by Avista hereunder.
11.PURCHASE PRICES AND METHOD OF PAYMENT
11.1 Net Delivered Ourput Cost.
11.1.1 Avoided Cost Rates For Non-Fueled Proiects Smaller Than Ten
Megawatts - Non-Levelized. For all Net Delivered Output received by Avista for each
hour Avista shall pay the applicable rate based upon the following On-Peak or Off-Peak
Avoided Cost Rates For Non-Fueled Projects Smaller Than Ten Average Megawatts per
month - Non-Levelized as shown in Exhibit E.
- ll -
1I.2 RESERVED
lf J Pa),ments to Proiect Developer. For each month during the term of this
Agreement, so long as there are energy deliveries made and/or payments due hereunder, Avista
shall prepare a statement based upon Net Delivered Output delivered to Avista. Payments by
Avista for amounts billed shall be paid no later than the l5'h day of the month following the lrior
calendar month billing period. If the Due Date falls on a non-business day of either Party, then
the pa),ment shall be due on the next following business day.
ll.4 Pavments to Avista. If Project Developer is obligated to make any payment or
refund to Avista, Avista shall bill Project Developer for such payments. Project Developer shall
pay Avista on or before the l5th day of the month following the prior calendar month billing
period or ten ( l0) days after receipt of the bill, whichever is later.
11.5 Interest. Any payments by Avista to Project Developer or by Project Developer
to Avista, if not paid in full within the limitations set forth in Sections 1 1.3 and I 1.4 above, shall
be late. In addition to the remedies for such an event of default pursuant to Section 16, the late-
paying Party shall be assessed a charge for late pa).rnent equal to the lesser ofseven and one half
percent (7.5%) per annum, 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 Avista against any current or future payments due Project
Developer under this Agreement.
ll.7 Wire Transfer. All payments shall be made by ACH or wire transfer in
accordance with further agreement of the Parties.
12. FORCE MAJEURE
12.1 Neither Party shall be liable to the other Party for, or be considered to be in
breach of or default under this Agreement, on account of any delay in performance due to any of
the following events or any delay or failure to produce Net Delivered Output, or to, receive or
accept Net Delivered Output due to any of the following events:
l2.l.l Any cause or condition beyond such Party's reasonable control which such
Party is unable to overcome by the exercise of reasonable diligence (including but not
limited to: fire, flood, earthquake, volcanic activity, wind, drought and other acts of the
elements; court order and act of civil, military or govemmental authority; strike lockout
and other labor dispute; riot, insurrection, sabotage or war; breakdown of or damage to
facilities or equipment; electrical disturbance originating in or transmitted through such
Party's electric system or any electric system with which such Party's system is
interconnected; and, act or omission of any person or entity other than such Party, and
Party's contractors or suppliers of any tier or anyone acting on behalf of such Party); or
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12.1.2 Any action taken by such Party which is, in the sole judgment of such
Purty, necessary or prudent to protect the operation, performance, integrity, reliability or
stability of such Party's electric system or any electric system with which such Party's
electric system is interconnected, whether such actions occur automatically or manually.
12.2 ln the event of any force Majeure occurrence, the time for performance thereby
delayed shall be extended by a period of time reasonably necessary to compensate for such
delay. Avista shall not be required to pay for Available Output which, as a result of any force
majeure event, is not delivered. Nothing contained in this Section shall require any Party to
settle any strike, lockout or other labor dispute. ln the event of a force majeure occurrence which
will affect performance under this Agreement, the nonperforming Party shall provide the other
Party written notice within fourteen (14) days after the occrrrence of the force majeure event.
Such notice shall include the particulars of the occurrence, assurances that suspension of
performance is of no greater scope and of no longer duration than is required by the force
majeure, and that best efforts are being used to remedy its inability to perform.
12.3 Force majeure shall include an electrical disturbance that prevents any electric
deliveries from occurring at the Point of Delivery.
13. INDEMNITY
13.1 Project Developer shall indemnifu, defend and hold harmless Avista, its directors,
officers, employees, agents, and representatives, against and from any and all losses, expenses,
liabilities, claims or actions (hereafter "Loss"), based upon or arising out of bodily injuries or
damages to persons, including without limitation death resulting therefrom, or physical damages
to or losses of property caused by, arising out of or sustained in connection with the construction,
operation or maintenance of the Facility. ln the event that any such Loss is caused by the
negligence of both Project Developer and Avista, including their employees, agents, suppliers
and subcontractors, the Loss shall be borne by Project Developer and Avista in the proportion
that their respective negligence bears to the total negligence causing the Loss.
I3.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, PROJECT
DEVELOPER AND AVISTA EACH WAIVE ANY IMMIINITY LINDER EXISTING
WORKER'S COMPENSATION LAW APPLICABLE TO THE JURISDICTION WHERE THE
FACILITY IS TO BE LOCATED AS NECESSARY TO INDEMNIFY AND HOLD
HARMLESS THE OTHER FROM SUCH LOSS, TO THE EXTENT SET FORTH IN
SECTION 13.I, ABOVE.
13.3 PROJECT DEVELOPER AND AVISTA SPECIFICALLY WARRANT THAT
THE TERMS AND CONDITIONS OF THE FOREGOING INDEMNITY PROVISIONS ARE
THE SUBJECT OF MUTUAL NEGOTIATION BY THE PARTIES, AND ARE
SPECIFICALLY AND EXPRESSLY AGREED TO IN CONSIDERATION OF THE
MUTUAL BENEFITS DERIVED LTNDER THE TERMS OF THE AGREEMENT.
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13.4 Other than as expressly provided for in this Agreement, neither Party shall be
liable under any provision of this Agreement for any losses, damages, costs or expenses for any
special. indirect, incidental, consequential, or punitive damages, including but not Iimited to loss
of profit or revenue, Ioss of the use of equipment, cost of capital, cost of temporary equipment or
services, whether based in whole or in part in contract, in toft, including negligence, strict
liability, or any other theory of liability; provided, however, that damages for which a Party may
be liable to the other Party under another agreement will not be considered to be special, indirect,
incidental, or consequential damages hereunder.
14. ASSIGNMENT
14.l Project Developer shall not voluntarily assigrr its rights or delegate its duties
under this Agreement, or any part of such rights or duties without the written consent of Avista.
Such consent shall not umeasonably be withheid. Further, no assignment by Project Developer
shall relieve or release it to the extent ofany ofits obligations hereunder. Subject to the
foregoing restrictions on assignments, this Agreement shall be fully binding upon, inure to the
benefit ofand be enforceable by the Paties and their respective successors, heirs and assigns.
14.2 Project Developer shall have the right, subject to the obligation to provide
security hereunder, without the other Party's consent, but with a thirfy (30) days prior written
notice to the other Party, to make collateral assignments of its rights under this Agreement to
satisfy the requirements of any development, construction, or other long-term financing. A
collateral assignment shall not constitute a delegation of Project Developers'obligations under
this Agreement, and this Agreement shall not bind the collateral assignee. Any coilateral
assignee succeeding to any portion of the ownership interest of Project Developer shall be
considered Project Developer's successor in interest and shall thereafter be bound by this
Agreement.
15. NO UNSPECIFIED THIRD PARTY BENEFICIARIES
Except as specifically provided in this Agreement, 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.
f 6.1 ln the event that either Parfy fails to perform the terms and conditions set forth in
this Agreement (a breach of or default under this Agreement), including without limitation the
failure to provide Net Delivered Output, when available and deliverable to Avista, at the times or
in the amounts required by this Agreement, the following shall apply:
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16. DEFAULT
16.1.1 The non-defaulting Parry shall give written notice to the defaulting Party
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 Party shall have 30 days following receipt of written
notice to cure the default, after which period the non-defaulting Parry may unilaterally
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 Party must begin to cure the breach or default
within 30 days and shall complete such cure within 90 days of receipt of written notice,
or else the non-defaulting Party may unilaterally terminate this Agreement.
16.1.4 If a 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 party may terminate this Agreement after the respective
cure period(s) as expressly provided for in such Sections.
16.2 Not'withstanding any claim of force majeure, Project Developer shall be in default
if:
16.2.1 Project Developer has abandoned the Facility; or
16,2.2 There have been no energy deliveries to Avista from the Facility for a
period of twelve (12) consecutive months; or
L6.2.3 Net Delivered Output delivered to Avista fails to exceed 42,048
megawatt-hours during any rolling period of twenty-four (24) consecutive calendar
months; or
16.2.4 Facility ceases to be a Qualiffing Facility
f 63 For purposes of this Agreement, and without limiting the generality of section
16.1, a Parry 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 liabilities exceed its assets); or
16.3,2 Makes a general assignment of substantially all of its assets for the benefit
ofits creditors, files a petition for bankruptcy or reorganization or seeks other reliefunder
any applicable insolvency laws; or
16.3.3 Has filed against it a petition for bankruptcy, reorganization or other relief
under any applicable insolvency laws and such petition is not dismissed or stayed within
sixty (60) days after it is filed.
- 15 -
16.3.4 Is in default under any Transmission Agreement, provided that Avista
shall 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
Agreement.
16.4 Any right or remedy afforded to either Party under any provision of this
Agreement on account of the breach of or default under this Agreement by the other Party is in
addition to, and not in lieu of, all other rights or remedies afforded to such Party under any other
provisions of this Agreement, by law or otherwise on account of the breach or default.
17. ARBITRATION
Each Party shall strive to resolve any and all differences during the term of the
Agreement. If a dispute cannot be resolved, each Party shall use arbitration before requesting a
hearing before the IPUC. The arbitration shall be conducted pursuant to the Dispute Resolution
Procedures, Attachment 5, to the Interconnection Agreement. The Parties agree that the IPUC
shall have continuing jurisdiction over this Agreement.
18. RELEASEBYPROJECTDEVELOPER
Project Developer releases Avista from any and all claims, losses, harm, liabilities,
damages, costs and expenses to the extent, resulting from any:
18.1 Electric 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 owned, possessed, controlled or served by Project Developer, which intemrption,
suspension or curtailment is caused or contributed to by the Facility or the interconnection of the
Facility with any electric system; or
18.3 Disconnection, interruption, suspension or curtailment by Avista pursuant to
terms of this Agreement or the lnterconnection Agteement.
18.4 Disconnection, intemrption, suspension or curtailment of transmission serv'ice by
a transmitting entity or any unforeseen cost or increase in costs to Project Developer imposed by
a transmitting entity.
19. GOVERNMENTAL AUTHORITY
This Agreement is subject to the rules. regulations, orders and other requirements, now or
hereafter in effect, of all governmental authorities having jurisdiction over the Facility, this
-16-
Agreement, the Parties or either of thcm. All laws, ordinances, rules, regulations, orders and
other requirements, now or hereafter in effect, of governmental authorities that are required to be
incorporated in agreements of this character are by this reference incorporated in this Agreement
20. EOUAL OPPORTUNITY
Project Developer shall comply with all applicable equal opportunity laws, ordinances,
orders, rules and regulations.
2I. SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be otherwise, the duties, obligations
and liabilities of the Parties are intended to be several not joint or collective. This Agreement
shall not be interpreted or construed to create an association, joint venture or parlrership between
the Parties or to impose any partnership obligations or liability upon either Parry. Each Party
shall be individually and severally liable for its own obligations under this Agreement. Further,
neither Party shall have any rights, power or authority to enter into any agreement or undertaking
for or on behalf ol to act as to be an agent or representative of, or to otherwise bind the other
Party.
22. IMPLEMENTATION
Each Party shall promptly take such action (including, but not limited to, the execution,
acknowledgement and delivery of documents) as may be reasonably requested by the other Party
for the implementation or continuing performance of this Agreement.
23, NON.WAIVER
The failure of either Party to insist upon or enforce strict performance by the other Party
of any provision of this Agreement or to exercise any right under this Agreement shall not be
construed 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 shall be and remain in
full force and effect.
24, AMENDMENT
No change, amendment or modification of any provision of this Agreement shall be valid
unless set forth in a written amendment to this Agreement signed by both Parties.
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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 Parties shall comply with all applicable laws and regulations of govemmental
agencies having jurisdiction over the Facility and the operations of the Parties,
27. VENUE
Any action at law or in equity to enforce the terms and conditions of this Agreement shall
be brought in Idaho.
28, HEADINGS
The section headings in this Agreement are for convenience only and shall not be
considered part of or used in the interpretation of this Agreement.
29. NOTICES
All written notices required by this Power Purchase Agreement shall be mailed or
delivered as follows:
to Avista:Director, Power Supply
Avista Corporation
P.O.Box3727
Spokane, WA 99220
to Project Developer:Jay White
Operations Manager Clark Fork Hydro LLC
PO Box 528
Clark Fork Idaho 8381I
and
Judi Allread
1 805 Booker Rd
Springfield KY 40069
- l8 -
and
U.S. Bank Trust Dept.
C/O Jennifer Schmidt
1603 N. 4th Street
Coeur D'Alene, ID 83814
Either Party may change its address specified above by giving the other Party notice of
such change in accordance with this Section. AII notices, requests, authorizations, directions or
other communications by a Party shall be deemed delivered when mailed as provided in this
Section or personally delivered to the other Party. Any verbal notice required hereby which
affects the payments to be made hereunder shall be confirmed in writing (certified mail) as
promptly as practicable after the verbal notice is given.
30. EXHIBITS
This Power Purchase Agreement includes the following exhibits which are attached and
incorporated by reference herein:
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Communications and Reporting
Reserved
lnterconnection Agreement
Description of the Facility
Purchase Prices
-19-
IN WITNESS WHEREOF, the Partieshereto have caused this Agrecment to be cxccutcd
by their duly authorized represenlatives as ofthe first datc herein above set forth.
CLARK FORK HYDRO, LLC AVISTA CORPORATION
**€""
By:By
PrintedName: i c-.-: " iy'lurC,rt r J
Datc:Title:
1+*71
C*,J
Date:
And
CLARK FORK HYDRO, LLC
By:
Allread, Member
Date:tL- tl-- iI
And
CLARK FORK HYDRO, LLC
By: U.S. Barh N.A., as Trustse ofthe
James E. t#hite, Jr. Credit Shelter Trust,
the James E. White, Jr. Exempt Marital Trust
and thc James E. White, Jr. Noo-Exempt Marital Trust,
Member
i'
/
ts
Datc:
J
OffEcerlTrust Associate
o
fr)447E34.DOC
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4
-, .l
l
I
Exhibit A
Communication and Rerrorting
(a) During normal business hours, all verbal communications relating to intemrptions and
outages:
Avista System Operator: [phone]
Altemate Phone Number: [phone]
Project Developer 208 266 0381 (Home Phone)
208 290 8558 (Cell)
(b) Outside of normal business hours (nights, weekends, and holidays), all verbal
communications relating to intemrptions and outages shall take place between the follorving
personnel:
Avista System Operator: [phone]
Alternate Phone Number: [phone]
Project Developer 208 266 0381 (Home Phone)
208 290 85s8 (Cell)
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Erhibit C
Interconnection Asreement
lnsert Existing lnterconnection Agteement
-23-
Avista Corp. Contact No. AV-TRI6-0357
SMALL GEIYERATOR
INTERCONNECTION AGREEMENT (SGIA)
BETWEEN
AVISTA CORPORATION
AIYD
CLARK FORK r{YDRO, LLC
(DERR CREEK I{YDROELECTRIC PROJECT)
Table of Contents
Article 1. Scope and Limitations of Agreement.........6
6
7
7
7
1.4 Responsibilities ofthe Parties.........
1.5 Parallel Operation Obligations .......
1.6 Metering1.7 ReactivePower........
Article 2. Authoization and Right of Access............
2.1 Authorization Required Prior to Parallel Operation
8
8
82.2 Right of Access
Article 3. Effective Date, Term, Termination, and Disconnection...8
8
9
9
3.1 EffectiveDate...........3.2 Term of Agreement
3.3 Termination3.4 TemporaryDisconnection
3.4.I Emergency Conditions.
3.4.2 Routine Maintenance, Construction, and Repair............
3.4.3 Forced Outages.................................
3.4.4 Adverse Operating Effects.......
3.4.5 Modification ofthe Small Generating Facility......
3.4.6 Reconnection.................
Article 4. Cost Responsibilrty for lnterconnection Facilities and Distribution Upgrades.................1 I4.1 Interconnection Facilities.....................1 I
4.2 DishibutionUpgrades....l1
t14.3 Joint Coordination
Article 5. Cost Responsibilrty for Transmission Upgrades...t2
t25.1 Applicability
Article 6. Billing and Payment .................t2
t26.1 Bi[ing and Payment Procedwes
6.2 Billing and Payment Procedures for Costs of Operating, Maintaining.
Repairing, and Replacing the Transmission Provider's Interconnection
Facilities 12
t2
t2
t2
6.2.1 General.
6.2.2 Payment.
6.2.3 Disputes.
10
10
11
Article 7. Assignmen! Liability, Indemnity, Force Majeure, Consequential Damages, and
Default..l3
7.1 Assignment 13
7.2 Release and Limitation of Liabiltty...........
7.2.1 Release by the Transmission Provider............t4
7-2.2 Release by the Interconnection Customer.................. .................14
7.3 Indemnity..l5
16
t6
l6
7.4 ConsequentialDamages
7.5 Force Majeure
7.6 Default.......
Article 8. Insurance.....,,......17
Article 9. Conlidentiality t7
Article 10. Disputes t8
Article I l. Taxes ........... I 8
Article 12. Miscellaneous........
12.1 Governing Law, Regulatory Authority, and Rules
l9
19
t912.2 Amendment...
12.3 No Third-Parly Beneficiaries........................................19
12.4 Waiver19
12.5 Entire Agreement.t9
I2.7 No Parhrership 20
20
20
20
20
12.8 Severability
12.9 SecurityArrangements
12.10 Environmental Releases
l2.ll Subcontactors
Article 13. Notices
13.1 General......
13.2 Billing and Payment
13.3 Altemative Forms ofNotice....
13.4 Designated Operating Representative .........
13.5 Changes to the Notice
Article 14. Signatures
Tnformation
24
Attachment 1 - Glossary of Terms.....
Attachment 2 - Description of the Small Generating Facility, Point of Interconnection,
Interconnection Facilities and Metering Equipment.
Attachment 3 - One-line Diagram Depicting the Small Generating Facility, Interconnection
Facilities and Metering Equipment
Attachment 4 - Additional Operating Requirements for the Transmission Provide/s Electric
System and Affected Systems Needed to Support the Interconnection Customer's
Needs
Attachment 5 - Transmission Provider's Description of its Upgmdes.....
Attachment 6....
..2s
28
.........33
34
39
.....40
This Small Generator Interconnection Agreement ("Agleement") is made and entered into
this 14 day of December, 2017,by Avista Corporation a Washington corporation with its principal
offices located at l41l East Mission, Spokane, Washinglon ("Transmission Provider"), and Clark
Fork Hydro , LLC, a limited liability company organized and existing under the laws of the State
of Idaho ("lnterconnection Customer") each hereinafter sometimes referred to individually as
"Part)r" or both referred to collectively as the "Parties."
RECITALS:
WHEREAS, the Clark Fork Hydro, LLC owns and operates a hydroelectric generating
project in Bonner County, Idaho, commonly known as the Derr Creek Hydroelectric Project ("Derr
Creek Hydro"); and
WHEREAS, Transmission Provider and Interconnection Customer are parties to the
Power Purchase Agreement, dated February 12, 1982 ("Prior Agreement"), which provides for,
among other things, the interconnection of Derr Creek Hydro with Transmission Provider's
electric system; and
WHERBAS, the Prior Agreement expires on December 31, 2017; and
WHEREAS, Interconnection Customer and Transmission Provider are entering into this
Agreement that provides for and governs the interconnection of Derr Creek Hydro with
Transmission Provider's Electric System; and
WIIEREAS, the tnterconnection Customer has constructed and owns Derr Creek Hydro
that electrically connects to the Transmission Provider's Clark Fork Substation through a 20.8 kV
line owned by the Transmission Provider;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the
Parties agree as follows:
Transmission Provider Information
Avista Corporation
Attention: Manager, Transmission Services
1411E. MissionAvenue
Spokane, WA 99202-1902
(s09) 489-0500
Interconnection Customer Information
Clark Fork Hydro, LLC
Attn: Jay White
PO Box 528
Clark Fork, ID 8381I
[phone] / (208) 2e0-8ss8
Article l. Scope and Limitetions of Agreement
l.l This Agreement governs the terms and conditions under which the Interconnection
Customer's Small Generating Facility will interconnect with, and Operate in Parallel with,
the Transmission Provider's Electric System.
1.2 This Agreement does not constitute an agreement to purchase or deliver the
Interconnection Customer's power. The purchase or delivery of power and other services
that the Interconnection Customer may require will be covered under separate agreements,
if any. The lnterconnection Customer will be responsible for separately making all
necessary arrangements (including scheduling) for delivery of electricity with the
applicable Transmission Provider.
1.3 Nothing in this Agreement is intended to affect any other agreement between the
Transmission Provider and the Interconnection Customer.
1.4 RrspoNsrsrLrrrcs oF rrrp PeRttEs
1.4.1 The Panies shall perform all obligations of this Agreement in accordance with all
Applicable Laws and Regulations, Operating Requirements, and Good Utility
Practice.
1.4.2 The Interconnection Customer shall, operate and maintain its Small Generating
Facility and maintain its Interconnection Facilities in accordance with the
applicable manufacturer's recommended maintenance schedule, and Operating
Requirements in accordance with this Agreement, and with Good Utility Practice.
1.4.3 The Interconnection Customer agrees to maintain and operate its Small Generating
Facility so as to reasonably minimize the likelihood of a disturbance adversely
affecting or impairing the system or equipment of the Transmission Provider and
any Affected Systems.
1.4.4 The Transmission Provider shall operate and maintain its Electric System and
lnterconnection Facilities in accordance with this Agreement, and with Good
Utility Practice.
1.4.5 Each Party shall operate, maintain, repair, and inspect, and shall be fully
responsible for the facilities that it now or subsequently may own unless otherwise
specified in the Attachments to this Agreement. Each Party shall be responsible for
the safe installation, maintenance, repair and condition of their respective lines and
appurtenances on their respective sides of the point of change of ownership. The
Transmission Provider and the Interconnection Customer, as appropriate, shall
provide Interconnection Facilities that adequately protect the Transmission
1.5
1.6
Provider's Electric System, personnel, and other persons from damage and injury.
The allocation of responsibility for the operation, maintenance and ownership of
lntercorurection Facilities shall be delineated in the Attachments to this Agreement.
Interconnection Customer is responsible for compliance with any applicable NERC
and/or WECC reliability standard requirements associated with its facilities and
systems and Transmission Provider does not assume any responsibility or
obligation for compliance with such reliability standard requirements.
Pen-q'I-I-pr- OppRertoN Oet-tcnrtoNs
The lnterconnection Customer shall abide by all rules and procedures pertaining to the
parallel operation of the Small Generating Facility in the applicable balancing area,
including, but not limited to: 1) the rules and procedures concerning the operation of
generation set forth in the Tariffor by the system operator for the Transmission Provider's
Electric System and;2) the Operating Requirements set forth in Attachment 4 of this
Agreement.
Mrrenrxc
The Interconnection Customer shall be responsible for the Transmission Provider's
reasonable and necessary cost for the purchase, installation, operation, maintenance,
testing, repair, and replacement of metering and data acquisition equipment specified in
Attaciments 2 and 3 of this Agreement. The Interconnection Customer's metering (and
data acquisition, as required) equipment shall conform to applicable industry rules and
Operating Requirements, or shall meet other provisions as mutually agreed upon by the
Parties. In the event the existing metering and data equipment fails or is no longer in
compliance with applicable industry rules and operating requirements, then the Parties
agtee to meet and discuss the current needs and requirements. For any planned replacement
of the metering and data equipment by Transmission Provider for which the
Interconnection Customer bears cost responsibility pursuant to this Agreement,
Transmission Provider shall consult with Interconnection Customer with regard to the
planning, design, replacement and operation of such metering and data equipment prior to
replacing or procuring such equipment, including providing estimated costs. Transmission
Provider shall use its best efforts to minimize such costs.
1.7 RrecrrvB PoweR
1.7.1 The Small Generating Facility is designed to operate at a power factor within the
range of 0.95 leading to 0.95 lagging when operated in parallel with the Electric
System.
Capitalized terms used herein shall have the meanings specified in the Glossary of Terms
in Attachment 1 or the body of this Agreement.
1.8
1.4.6 The Transmission Provider shall coordinate with all Affected Systems to support
the lnterconnection.
Article 2. Authorization and Right of Access
2-l AurHoRIzattoN Rroum-ep PRroR ro PaRaLLTL Oprn-q,rloN
2.1.1 The Transmission Provider shall use Reasonable Efforts to list applicable parallel
operation requirements in Attachment 4 of this Agreement. Additionally, the
Transmission Provider shall notifr the Interconnection Customer of any changes to
these requircments as soon as they are known. The Transmission Provider shall
make Reasonable Efforts to cooperate with the Interconnection Customer in
meeting requirements necess.rry for the Interconnection Customer to commence
parallel operations.
2.1.2 The Interconnection Customer shall not operate its Small Generating Facility in
parallel with the Transmission Provider's Electric System without prior
authorization from the Transmission Provider. The Transmission Provider will
provide such authorizatton once the Transmission Provider receives notification
that the lnterconnection Customer has complied with all applicable parallel
operation requirements. The authorization shall not be unreasonably withheld,
conditioned or delayed.
2.2 fucnr or Access
2.2.1 Upon reasonable notice, the Transmission Provider may send a qualified person to
the premises of the Interconnection Customer to observe the testing of the Small
Generating Facility operation ofthe unit. In addition, the lnterconnection Customer
shall notiff the Transmission Provider at least frve (5) Business Days prior to
conducting any on-site verification testing of the Small Generating Facility.
2.2.2 At reasonable hours, and upon reasonable notice, or at any time without notice in
the event of an emergency or hazardous condition, the Transmission Provider shall
have access to the lnterconnection Customer's premises for any reasonable pu{pose
in connection with the performance of the obligations imposed on it by this
Agreement or if necessary to meet its legal obligation to provide service to its
customers.
2.2.3 Each Party shall be responsible for its own costs associated with following this
article.
Article 3. Effective I)ate, Term, Termination, and Disconnection
3.1 ErrecrrveDars
This Agreement shall become effective upon execution by the Parties. The Transmission
Provider shall promptly file this Agreement with the appropriate regulatory agencies, if
required.
3.2
J.J
TERNa or AcngeilmNr
This Agreement shall remain in effect through December 31, 2037 and shall be
automatically renewed for each successive one-year period thereafter, unless terminated
earlier in accordance with article 3.3 of this Agreement.
TpnrurNarroN
No termination shall become effective until the Parties have complied with all Applicable
Laws and Rcgulations applicable to thc termination, including the filing with the
appropriate regulatory agencies of a notice of termination of this Agreement, if required.
3.3.1 The Interconnection Customer may terminate this Agreement at any time by giving
the Transmission Provider twenty (20) Business Days written notice.
3.3.2 In the event the Transmission Provider determines that this Agreement must be
filed with FERC or FERC asserts jurisdiction over this Agreement, Transmission
Provider will file this Agreement with FERC. If FERC issues an order rejecting
this Agreement or accepting this Agreement upon conditions that are, in the sole
determination of such Party, unacceptable to either Party the Parties will meet within
thirly (30) days of the date of such order (unless the Parties agree to a longer period)
to negotiate in good faith for the purpose of amending or replacing this Agreement to
address the issues raised by the FERC order. To the extent practical, the Parties will
endeavor to amend or replace the Agreement in a manner that the relative benefits and
obligations of the Parties under the Agreement are, to the extent practicable,
preserved.
3.3.3 Either Party may terminate this agreement upon written notice to the other Party at
such time as the Small Generating Facility permanently ceases commercial
operation.
3.3.4 Either Party may terminate this Agreement after Default pursuant to article 7.6
3.3.5 Upon termination of this Agreement, the Small Generating Facility will be
disconnected from the Transmission Provider's Electric System. All costs required
to effectuate the disconnection shall be borne by the terminating Party,unless such
termination resulted from the non-terminating Party's Default of this Agreement or
such non-terminating Party otherwise is responsible for these costs under this
Agreement. The termination of this Agreement shall not relieve either Party of its
liabilities and obligations, owed or continuing at the time of the termination.
3.3.6 The termination of this Agreement shall not relieve either Party of its liabilities and
obligations, owed or continuing at the time of termination.
3.3.7 The provisions of this article shall survive termination or expiration of this
Agreement.
3.4 Tptr,poRaRy Dlscol it wcrt or.t
Temporary disconnection shall continue only for so long as reasonably necessary under
Good Utility Practice.
3.4.1 Emergencv Conditions
"Emergency Condition" shall mean a condition or situation: (1) that in the
judgment of thc Party making the claim is imminently likely to endanger life or
property; or (2) tha! in the case of the Transmission Provider, is imminently likely
(as determined in a non-discriminatory manner) to cause a material adverse effect
on the security of, or damage to the Electric System, the Transmission Provider's
Interconnection Facilities or the Electric Systems of others to which the Electric
System is directly connected; or (3) that, in the case of the Interconnection
Customer, is imminently likely (as determined in a non-discriminatory manner) to
cause a material adverse effect on the security of, or damage to, the Small
Generating Facility or the Interconnection Customet's Interconnection Facilities.
Under Emergency Conditions, the Transmission Provider may immediately
suspend interconnection service and temporarily disconnect the Small Generating
Facility. The Transmission Provider shall noti$ the Interconnection Customer
promptly when it becomes aware of an Emergency Condition that may reasonably
be expected to affect the Interconnection Customer's operation of the Small
Generating Facility. The Interconnection Customer shall notifu the Transmission
Provider promptly when it becomes aware of an Emergency Condition that may
reasonably be expected to affect the Transmission Provider's Electric System or any
Affected Systems. To the extent information is known, the notification shall
describe the Emergency Condition, the extent of the damage or deficiency, the
expected effect on the operation of both Parties' facilities and operations, its
anticipated duration, and the necessary corrective action.
3.4.2 Routine Maintenance. Construction. and Repair
The Transmission Provider may intemrpt interconnection service or curtail the
output of the Small Generating Facility and temporarily disconnect the Small
Generating Facility from the Transmission Provider's Electric System when
necessary for routine maintenance, construction, and repairs on the Transmission
Provider's Electric System. The Transmission Provider shall provide the
Interconnection Customer with five (5) Business Days notice prior to the
intemrption. The Transmission Provider shall use Reasonable Efforts to coordinate
the reduction or temporary discorurection with the Interconnection Customer.
Forced Outages
During any forced outage, the Transmission Provider may suspend interconnection
service to effect immediate repairs on the Transmission Provider's Electric System.
The Transmission Provider shall use Reasonable Efforts to provide the
Interconnection Customer with prior notice. If prior notice is not given, the
Transmission Provider shall, upon request, provide the lnterconnection Customer
written documentation after the fact explaining the circumstances of the
disconnection.
3.4.3
3.4.4
3.4.5
3.4.6
Adverse Oneratine Effects
The Transmission Provider shall noti$ the Interconnection Customer as soon as
practicable if, based on Good Utility Practice, operation of the Small Generating
Facility may cause disruption or deterioration of service to other customers served
from the same electric system, or if operating the Small Generating Facility could
cause damage to the Transmission Provider's Electric System or Affected Systems.
Supporting documentation used to reach thc decision to disconnect shall be
provided to the Interconnection Customer upon request. If, after notice, the
Interconnection Customer fails to remedy the adverse operating effect within a
reasonable time, the Transmission Provider may disconnect the Small Generating
Facility. The Transmission Provider shall provide the Interconnection Customer
with five (5) Business Day notice of the disconnection, unless the provisions of
article 3.4.1apply.
Modification of the Small Generatine Facilitv
The Interconnection Customer must receive written authorization from the
Transmission Provider before making any change to the Small Generating Facility
that may have a material impact on the safety or reliability of the Electric System.
The authorization shall not be unreasonably withheld. Modifications shall be done
in accordance with Good Utility Practice. If the lnterconnection Customer makes
modification without the Transmission Provider's prior written authorization, the
latter shall have the right to temporarily disconnect the Small Generating Facility.
Reconnection
The Parties shall cooperate with each other to restore the Small Generating Facility,
Interconnection Facilities, and the Transmission Provider's Electric System to their
normal operating state as soon as reasonably practicable following a temporary
disconnection.
Article 4. Cost Responsibility for Interconnection Facilities and Distribution Upgrades
4.1 INrrncoNNpcttoNFacn-trrcs
The Interconnection Customer shall be responsible for its share of all reasonable expenses,
including overheads, associated with (1) owning, operating, maintaining, repairing, and
replacing its own Interconnection Facilities, and (2) operating, maintaining, repairing, and
replacing the Transmission Provider's Interconnection Facilities.
DrsrzuBurtoN Upcnapes
No Distribution Upgrades are required for the interconnection of the Small Generating
Facility.
JorNr CooRprNnrtoN
For any planned projects undertaken by the Transmission Provider for which the
Interconnection Customer bears cost responsibility pursuant to article 4.1.2, the
4.2
4.3
Transmission Provider shall consult with the Interconnection Customer regarding the
planning, design, replacement, operation, maintenance, and repair of such facilities prior
to procuring equipment for such projects or corrmencing construction or installation of
such projects, including providing estimated costs. Transmission Provider shall use its best
efforts to minimize such costs.
Article 5. Cost Responsibility for Trensmission Upgrades
5.1 AppLrce,nn-rrv
No portion of this article 5 shall apply because no Transmission Upgrades were required
for the interconnection of the Small Generating Facility.
Article 6. Billing and Payment
6.1 Bu.lrNc eNp PevwNrPnocnounns
6.1.1 The lnterconnection Customer has paid for design, engineering, construction, and
procurement costs of Interconnection Facilities contemplated by this Agreement
and no further amounts remain to be paid for such costs associated with the existing
design and equipment.
6.2 BnLrNc aNp PaylreNr PRocnouRes EoR Cosrs oE OpeRerrNc. Merurengmc"
RrpeRrNIc. aNo REpr,acNc rHB TRAN srvrt ss loN PRovrpen's [NrnncoNNEcttoN
Facu.rnrs
6.2.1 General. Transmission Provider shall submit to Interconnection Customer, on a
monthly basis, invoices of amotrnts due for the preceding month for the services
provided by Transmission Provider pursuant to Article 4.1.2(2). Each invoice shall
state the month to which the invoice applies and fully describe the services and
equipment provided.
6.2.2 Payment. Invoices shall be rendered to lnterconnection Customer at the address
specified in Aticle 13.1. lnterconnection Customer shall pay the invoice within
thirlf (30) Calendar Days of receipt. All payments shall be made in immediately
available funds payable to the Transmission Provider, or by wire transfer to a bank
named and accourt designated by Transmission Provider. Payment of invoices by
lnterconnection Customer will not constitute a waiver of any rights or claims
Interconnection Customer may have under this Agreement.
6.2.3 Disputes. In the event of a billing dispute between Transmission Provider and
Interconnection Customer, Transmission Provider shall continue to provide
lnterconnection Service under this Agreement as long zts lnterconnection
Customer: (i) continues to make all payrrents not in dispute; and (ii) pays to
Transmission Provider or into an independent escrow account the portion of the
invoice in dispute, pending resolution of such dispute. If Interconnection Customer
fails to meet these two requirements for continuation of service, then Transmission
Provider may provide notice to Interconnection Customer of a Default pursuant to
Article 7.6.1. Within thirty (30) Calendar Days after the resolution of the dispute,
the Party that owes money to the other Party shall pay the amount due with interest
calculated in accord with the methodology set forth in FERC's regulations at 18
C.F.R $ 35. I ea(a)(2)(iii).
Article 7. Assignment, Liabilityr lndemnity, Force Majeure, Consequential Damages, and
Default
7.t AsstcNurNt
This Agreement may not be assigned by either Party without thc prior written consent of
the other Party, which consent shall not be unreasonably withheld or delayed; provided
tha! notw"ithstanding the foregoing :
7.1.1 Either Party may assign this Agreement without the consent of the other Party to
any Affiliate of the assigning Party with an equal or greater credit rating and with
the legal authority and operational ability to satisfu the obligations of the assigning
Party under this Agreement, provided that the Interconnection Customer promptly
notifies the Transmission Provider of any assignment;
7.1.2 The lnterconnection Customer shall have the right to assign this Agreement,
without the consent of the Transmission Provider, for collateral security purposes
to aid in providing financing for the Small Generating Facility; provided that the
lnterconnection Customer will promptly notify the Transmission Provider of any
assignment.
7.1.3 Any attempted assignment that violates this article is void and ineffective.
Assignment shall not relieve a Party of its obligations, nor shall a Party's obligations
be enlarged, in whole or in part, by reason thereof. An assignee is responsible for
meeting the same financial, credit, and insurance obligations as the Interconnection
Customer. Where required, consent to assignment will not be unreasonably
withheld, conditioned or delayed.
7.2 R-Er-easp aNo LnflrerloNl oF Lteetl-trv
If both the Interconnection Customer and Transmission Provider are parties to the
Agreement Limiting Liability Among Westem lnterconnected Systems, that agreement
shall continue in full force and effect as between the Parties to the extent that the provisions
may apply under this Agreement. If either the Intercorurection Customer or Transmission
Provider is not a parfy to the Agreement Limiting Liability Among Western Interconnected
Systems, then the following provisions shall apply:
7.2.1 Release by the Transmission Provider
The Transmission Provider hereby releases each of Interconnection Customer and
the offrcers, employees, agents and legal representatives of the lnterconnection
Customer from any and all claims, losses, harm, liabilities, damages, costs and
expenses to the extent resulting from any:
7 .2.1.1 operation of the Interconnection Customer's Interconnection Facilities or
Small Generating Facility in parallel with the Transmission Provider's
Electric System;
7.2.1.2 electric disturbance or fluctuation that migrates, directly or indirectly,
from the Interconnection Customer's Interconnection Facilities or Small
Generating Facility to the Transmission Provider's Electric System;
7.2.1.3 disconnection, intemrption, suspension or curtailment, through manual
operation, automatic operation or otherwise, by the Interconnection
Customer in the event that the Interconnection Customer, in the exercise
of its sole discretion, determines or has determined that an emergency
condition exists or may exist that is contrary to Good Utility Practice, and
failure to do so:
(i) may cause imminent harm to any person or property, or
(ii) may cause the disruption of reliable operation of the Interconnection
Customer's lnterconnection Facilities or Small Generating Facility
or the Transmission Provider's Electric System (including, but not
limited to, any transmission or distribution line thereof).
The foregoing release shall not be effective to the extent any claims, losses, harm,
liabilities, damages, costs, and expenses are the result of the Interconnection
Custorner's willful misconduct.
7.2.2 Release by the Interconnection Customer
The Interconnection Customer hereby releases each of the Transmission Provider
and the directors, employees, agents and legal representatives of the Transmission
Provider frorn any and all claims, losses, harm, liabilities, damages, costs and
expenses to the extent resulting from any:
7.2.2.1 operation of the Transmission Provider's Electric System in parallel with
the Interconnection Customer's Interconnection Facilities or Small
Generating Facility;
eleckic disturbance or fluctuation that migrates, directly or indirectly,
from the Transmission Provider's Electric System to the lnterconnection
Customer's Interconnection Facilities or Small Generating Facility;
7.2.2.2
7.2.2.3 disconnection, intemrption, suspension or curtailment through manual
operatiorl automatic operation or otherwise, by the Transmission
Provider in the event that the Transmission Provider, in the exercise of its
sole discretion, determines or has determined that an emergency condition
exists or may exist that is contary to Good Utility Practice, and failure to
do so:
(i) may cause imminant harm to any person or property, or
(ii) may cause the disruption of reliable operation of the Transmission
Provider's Electric System or the Interconnection Customer's
Interconnection Facilities or Small Generating Facility (including,
but not limited to, any transmission or distribution line thereof) or
any electric systcm with which the Transmission Provider is
interconnected.
The foregoing release shall not be effective to the extent any claims, losses, harm,
liabilities, damages, costs, and expenses are the result of the Transmission
Provider's willfirl misconduct.
7.3 INopuNrv
7.3.1 This provision protects each Party from liability incurred to third parties as a result
of carrying out the provisions of this Agreement. Liability trnder this provision is
exempt from the general limitations on liability found in article 7 .2.
7.3.2 Each Party shall at all times indemniff, defend, and hold the other Pany harmless
from, any and all damages, losses, claims, including claims and actions relating to
injury to or death of any person or damage to property, demand, suits, recoveries,
costs and expenses, court costs, affomey fees, and all other obligations by orto third
parties, arising out of or resulting from the indemnifuing Party's action or failure to
meet its obligations under this Agreement on behalf of the other Party, except in
cases of gloss negligence or intentional wrongdoing by the other Party.
7.3.3 If an indemnified Party is entitled to indemnification under this article as a result
of a claim by a third party, and the indemnifying Party fails, after notice and
reasonable opportunity to proceed under this article, to assume the defense of the
claim, the indemnified person may at the expense of the indemnifying Parry contest,
settle or consent to the entry of any judgment with respect to, or pay in fuIl, the
claim.
7.3.4 If an indemnifuing Party is obligated to indemnifu and hold any indemnified person
harmless under this article, the arnount owing to the indemnified person shall be
the amount of the indemnified person's acfual loss, net of any insurance or other
recovery.
7.4
7.3.5 Promptly after receipt by an indemnified person of any claim or notice of the
cornmencement of any action or administrative or legal proceeding or investigation
as to which the indemnity provided for in this article may apply, the indemnified
person shall notifi the indemniffing party of the fact. Any failure of or delay in
notification shall not aflect a Party's indemnification obligation unless the failure
or delay is materially prejudicial to the indemniffing pafiy.
CoNsrotreNrnl Deueces
Other than as expressly provided for in this Agreement, neither Parry shall be liable under
any provision of this Agreement for any losses, damages, costs or expenses for any special,
indirect, incidental, consequential, or punitive damages, including but not limited to loss
of profit or revenue, loss of the use of equipment, cost of capital, cost of temporary
equipment or services, whether based in whole or in part in contract, in tort, including
negligence, stict liability, or any other theory of liability; provided, however, that damages
for which a Party may be liable to the other Party under another agreement will not be
considered to be special, indirect, incidental, or consequential damages hereunder.
7.5 FoRce Mereunr
7.5.1 As used in this article, a Force Majewe Event shall mean "any act of God, labor
disturbance, act of the public enemy, war, insurrection, riot, fire, storm or flood,
explosion, breakage or accident to machinery or equipment, any order, regulation
or restriction imposed by govemmental, military or lawfully established civilian
authorities, or any other cause beyond a Party's control. A Force Majeure Event
does not include an act of negligence or intentional wrongdoing."
7.5.2 If a Force Majeure Event prevents a Party from fulfilling any obligations under this
Agreement, the Party affected by the Force Majeure Event (Affected Party) shall
promptly notiff the other P*ty, either in writing or via the telephone, of the
existence of the Force Majeure Event. The notification must specifu in reasonable
detail the circumstances of the Force Majeure Event, its expected duration, and the
steps that the Affected Party is taking to mitigate the effects of the event on its
performance. The Affected Party shall keep the other Party informed on a
continuing basis of developments relating to the Force Majeure Event until the
event ends. The Aflected Party will be entitled to suspend or modiff its
performance of obligations under this Agreement (other than the obligation to make
payments) only to the extent that the effect of the Force Majeure Event cannot be
mitigated by the use of Reasonable Efforts. The Affected Party will use Reasonable
Efforts to resume i* performance as soon as possible.
7.6 Dereulr
7.6.1 No Default shall exist where the failure to discharge an obligation (other than the
payment of money) is the result of a Force Majeure Event as defined in this
Agreement or the result of an act or omission of the other Party. Upon a Default,
the nondefaulting Party shall give written notice of such Default to the defaulting
Party. Except as provided in article 7.6-2, the defaulting Party shall have 60
calendar days from receipt of the Default notice within which to cure such Default;
provided however, if such Default is not capable of cure within 60 calendar days,
the defaulting Party shall commence such cure within 20 calendar days after notice
and continuously and diligently complete such cure within six months from receipt
of the Default notice; and, if cured within such time, the Default specified in such
notice shall cease to exist.
7 .6.2 If a Default is not cured as provided in this article, or if a Default is not capable of
being cured within the period provided for herein, the non-defaulting Party shall
have the right to terminate this Agreement by written notice at any time until cure
occurs, and be relieved of any further obligation hereunder and, whether or not that
Party terminates this Agreement, to recover from the defaulting Party all amounts
duc hcreunder, plus all other damages and remedies to which it is entitled at law or
in equity. The provisions of this article will survive termination of this Agreement.
Article 8. Insurance
8.1 The Interconnection Customer shall, at its own expense, maintain in force general liability
insurance without any exclusion for liabilities related to the interconnection undertaken
pursuant to this Agreement. The amount of the insurance shall be suffrcient to insure
against all reasonably foreseeable direct liabilities given the size and nature of the
generating equipment being interconnected, the interconnection itself, and the
characteristics of the system to which the interconnection is made. The Interconnection
Customer shall obtain additional insurance only if necessary as a function of owning and
operating a generating facility. The insurance shall be obtained from an insurance provider
authorized to do business in the State where the interconnection is located. Certification
that the insurance is in effect shall be provided upon request of the Transmission Provider.
An Interconnection Customer of sufficient credit-worthiness may propose to self-insure for
such liabilities, and such a proposal shall not be unreasonably rejected.
8.2 The Transmission Provider agrees to maintain general liability insurance or self-insurance
consistent with the Transmission Provider's commercial practice. The insurance or self-
insurance shall not exclude coverage for the Transmission Provider's liabilities undertaken
pursuant to this Agreement.
8.3 The Parties further agree to notiff each other whenever an accident or incident occurs
resulting in any injuries or damages that are included within the scope of coverage of the
insurance, whether or not the coverage is sought.
Article 9. Confidentiality
9.1 Confidential Information shall mean any confidential and/or proprietary information
provided by one Party to the other Pafiy that is clemly marked or otherwise designated
9.2
"Confidential." For pulposes of this Agreement all design, operating specifications, and
metering data provided by the Interconnection Customer shall be deemed Confidential
Information regardless of whether it is clearly marked or otherwise designated as such.
Confidential lnformation does not include information previously in the public domairU
required to be publicly submitted or divulged by Governmental Authorities (after notice to
the other Party and after exhausting any opportunity to oppose the publication or release),
or necessary to be dirnrlged in an action to enforce this Agreemcnt. Each Party receiving
Confidential lnformation shall hold the information in confidence and shall not disclose it
to any third party nor to the public without the prior written authorization from the Party
providing that information, except to fulfiIl obligations under this Agreement, or to fulfill
legal or regulatory requirements.
9.2.1 Each Party shall employ at least the same standard of care to protect Confidential
Information obtained from the other Party as it employs to protect its own'
Confidential Information.
9.2.2 Each Party is entitled to equitable relief, by injunction or otherwise, to enforce its
rights under this provision to prevent the release of Confidential Information
without bond or proof of damages, and may seek other remedies available at law or
in equity for breach of this provision.
Article 10. Disputes
l0.l The Parties agree to attempt to resolve all disputes arising out of this Agreement according
to the provisions of this article.
10.2 ln the event of a dispute, either Party shall provide the other Party with a written Notice of
Dispute. The Notice shall describe in detail the nature of the dispute.
10.3 If the dispute has not been resolved within two (2) Business Days after receipt of the
Notice, an lnterconnection Customer may ask the Commission to review the dispute by
making a complaint pursuant to the Commission's rules of procedure.
10.5 Each Party agrees to conduct all negotiations in good faith and will be responsible for one-
half of any costs paid to neutral third-parties.
10.6 If the Interconnection Customer elects to seek dispute resolution, or if the attempted dispute
resolution fails, then either Party may exercise whatever rights and remedies it may have
in equity or law consistent with the terms of this Agreement.
Article 11. Taxes
I 1.1 The Parties agree to follow all applicable tax laws and regulations, consistent with Intemal
Revenue Service requirements.
l1.z Each Party shall cooperate with the other to maintain the other Party's tax status. Nothing
in this Agreement is intended to adversely affect the Transmission Provider's tax exempt
status with respect to the issuance of bonds including, but not limited to, local fumishing
bonds.
Article 12. Miscellaneous
I2.l GovenNNc Law" Reculeronv AumonrrY..ANo Rulrs
The validity, interpretation and enforcement of this Agreement and each of its provisions
shall be governed by the laws of the state of ldaho, without regard to its conflicts of law
principles. This Agreement is subject to all Applicable Laws and Regulations. Each Party
expressly reserves the right to seek changes in, appeal, or otherwise contest any laws,
orders, or regulations of a Govemmental Authority.
12.2 ArrmwnpreNr
The Parties may amend this Agreement by a written instrument duly executed by both
Parties.
12.3 NoTHrnp-PenrvBpNpRcnruEs
This Agreement is not intended to and does not create rights, remedies, or benefits of any
character whatsoever in favor ofany persons, corporations, associations, or entities other
than the Parties, and the obligations herein assumed are solely for the use and benefit of
the Parties, their successors in interest and where permitted, their assigns.
12.4 WarveR
12.4.1 The failure of a Party to this Agreement to insist, on any occasion, upon strict
performance of any provision of this Agreement will not be considered a waiver of
any obligation, right, or duty of, or imposed upon, such Party.
12.4.2 Any waiver at any time by either Party of its rights with respect to this Agreement
shall not be deemed a continuing waiver or a waiver with respect to any other failure
to comply with any other obligation, right, duty of this Agreement. Termination or
default of this Agreement for any reason by Interconnection Customer shall not
constitute a waiver of the Interconnection Customer's legal rights to obtain an
interconnection from the Transmission Provider. Any waiver of this Agreement
shall, if requested, be provided in writing.
12.5 ENITTRBAcRETt\,IEI.tr
This Agreement, including all Attachments, constitutes the entire agreement between the
Parties with reference to the subject matter hereof, and supersedes all prior and
contemporaneous understandings or agreements, oral or written, between the Parties with
respect to the subject matter of this Agreement. There are no other agreements,i:
I
I
II
I
representations, warranties, or covenants which constitute any part of the consideration for,
or any condition to, either Party's compliance with its obligations under this Agreement.
12.6 MwnpleCorxrnRpenrs
This Agreement may be executed in two or more counterparts, each of which is deemed an
original but all constitute one and the same instrument.
12.7 No Panmqpnsnp
This Agreement shall not be interpreted or construed to create an association, joint venture,
agency relationship, or partnership between the Parties or to impose any parhership
obligation or partnership liability upon either Party. Neither Party shall have any right,
power or authority to enter into any agreement or undertaking for, or act on behalf of, or to
act as or be an agent or representative of, or to otherwise bind, the other Party.
12.8 SrveRasrrrv
If any provision or portion of this Agreement shall for any reason be held or adjudged to
be invalid or illegal or unenforceable by any court of competent jurisdiction or other
Governmental Authority, (l) the portion or provision shall be deemed separate and
independent, (2) the Parties shall negotiate in good faith to restore insofar as practicable
the benefits to each Party that were affected by the ruling, and (3) the remainder of this
Agreement shall remain in full force and effect.
12.9 SecururyAnnaNceveurs
Infrastructure security of electric system equipment and operations and control hardware
and software is essential to ensure day-to-day reliability and operational security. All
Transmission Providers, market participants, ffid lnterconnection Customers
interconnected to electric systems must comply with the recommendations offered by the
President's Critical Infrastructwe Protection Board and, eventually, best practice
recommendations from the electric reliability authority. All public utilities are expected to
meet basic standards for system infrastructure and operational security, including physical,
operational, and cyber-security practices.
12.10 En v*rnoNurNrel RrlEesrs
Each Party shall notifu the other Party, first orally and then in writing, of the release of any
hazardous substances, any asbestos or lead abatement activities, or any $,pe of remediation
activities related to the Small Generating Facility or the Interconnection Facilities, each of
which may reasonably be expected to affect the other Party. The notifuing Party shall (1)
provide the notice as soon as practicable, provided such Party makes a good faith effort to
provide the notice no later than twenty-four (24) hours after such Party becomes aware of
the occurrence, and (2) promptly fumish to the other ParE copies of any publicly available
reports filed with any govemmental authorities addressing the events.
l2.Il SuecoNTRAcroRs
Nothing in this Agreement shall prevent a Party from utilizing the services of any
subcontractor as it deems appropriate to perfonn its obligations under this Agreement;
provided, however, that each Party shall require its subcontractors to comply with all
applicable terms and conditions of this Agreement in providing the services and each Party
shall remain primarily liable to the other Party for the performance of the subcontractor.
12.11.1 The creation of any subcontract relationship shall not relieve the
hiring Party of any of its obligations under this Agreement. The
hiring Party shall be fully responsible to the other Party for the acts
or omissions of any subcontractor the hiring Party hires as if no
subcontract had been made; provided, however, that in no event
shall the Transmission Provider be liable for the actions or inactions
of the Interconnection Customer or its subcontactors with respect
to obligations of the lnterconnection Customer under this
Agreement. Any applicable obligation imposed by this Agreement
upon the hiring Party shall be equally binding upon, and shall be
construed as having application to, any subcontractor of such Party.
12.11.2 The obligations under this article will not be limited in any way by
any limitation of subcontractor's insurance.
Article 13. Notices
l3.l GeispRel
Unless otherwise provided in this Agreemen! any written notice, demand, or request
required or authorized in connection with this Agreement ('Notice") shall be deemed
properly given ifdelivered in person, delivered by recognized national currier service, or
sent by first class mail, postage prepaid, to the person specified below:
If to the lnterconnection Customer:
Jay White
Operations Manager Clark Fork Hydro LLC
PO Box 528
Clark Fork, ID 83811
If to the Transmission Provider:
Avista Corporation
Manager, Transmission Services
1411 E. Mission Avenue
Spokane, WA 99202-1902
13.2 Brlr,rNcnNoPevnmNr
Billings and palmrents shall be sent to the addresses set out below:
If to the Interconnection Customer:
Jay White
Operations Manager Clark Fork Hydro LLC
PO Box 528
Clark Fork,ID 83811
If to the Transmission Provider:
All payments to Avista Corporation shall be wire transferred to the account
specified on each billing invoice.
13.3 AlrenNlrrve Fonus or Nouce
Any notice or request required or pemritted to be given by either Party to the other and not
required by this Agreement to be given in writing may be so given by telephone or e-mail
to the telephone numbers and e-mail addresses set out below:
If to the Interconnection Customer:
Judi Allread
1805 Booker Rd
Springfield, KY 40069
U.S. Bank Trust Department
C/O Jennifer Schmidt
1603 N 4fr Street
Coeur d'Alene, ID 83814
If to the Transmission Provider:
Avista Corporation
Manager, Transmission Services
1411 E. Mission Avenue
Spokane, WA 99202-1902
Phone: [phone]
Email: [e-mail]
13.4 DesroNetpoOpenrtrNcRnpnespNrerlve
The Parties may also designate operating representatives to conduct the communications
which may be necessary or convenient for the administration of this Agreement. This
person will also serve as the point of contact with respect to operations and maintenance
of the Party's facilities.
Interconnection Customer's Operating Representative:
Jay White
Phone: [phone] (home)
Phone: [phone] (cell)
Email : [e-mail]
Transmission Provider's Operating Representative:
Avista Corporation
System Operator, Transmission Operations
l4l1 E. Mission Avenue
Spokane, WA 99202-1902
Phone: [phone]
Fax: [phone]
13.5 CHeNcEs ro rHENorrce IuroRvATroN
Either Party may change this information by giving frve (5) Business Days written notice
prior to the effective date of the change.
[Balance of page intentionally Ieft blanlcl
Articlc 14. Sigletures
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective duly authorized representatives.
AVISTA CORPORATION
By:
Date:
JeffSchlect
Senior Mrnager, Transmission Services
December 14,2017
CLARK FORK TTYDRO, LLC
By:By:
White, Member
Date: December / 7.2017
CLARK FORr( ITYDRO, LLC
By: U.S. Bank, N.A., as Trustee of the
James E. White, Jr. Credit Shelter Trust,
the Jarnes E. White, Jr. Exempt Marital Trust
and the James E. White, Jr. Non-Exempt Marital Trust,
Member
J
OffioedTrust Associate
oecemur I L/. zotl
CLARK FORK ITYDRO, LLC
Judith Allread, Member
Date: December AL,2017
By:
Date:
Attachment I - Glossary of Terms
Affected System - An electric system other than the Transmission Provider's Elecric System that
may be affected by the proposed interconnection.
Applicable Laws and Regulations - All duly promulgated applicable federal, state and local
laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or
administrative orders, permits and other duly authorized actions of any Governmental Authority.
Business Day - Monday through Friday, excluding official federal and state holidays.
Commission - The Idaho Utilities and Transportation Commission.
Default - The failure of a breaching Party to cure its Breach under the Small Generator
lnterconnection Agreement.
Distribution System - The Transmission Provider's facilities and equipment used to transmit
electicity to ultimate usage points such as homes and industries direcfly from nearby generators
or from interchanges with higher voltage transmission networks which tansport bulk power over
longer distances. The voltage levels at which Distribution Systems operate differ among areas.
Distribution Upgrades - The additions, modifications, and upgrades to the Transmission
Provider's Distribution System at or beyond the Point of Interconnection to facilitate
interconnection of the Small Generating Facility. Distribution Upgrades do not include
Interconnection Facilities.
Electric System - All electrical wires, equipment, and other facilities owned by the Electrical
Company that are used to transmit electricity to customers. Electric System includes the definition
of Transmission System and Distribution System.
Electrical Company - Any public service company, as defined by RCW 80.04.010, engaged in
the generation, distribution, sale or furnishing of electricity and subject to the jurisdiction of the
Commission.
FERC - The Federal Energy Regulatory Commission, or its successor.
Generating Facility - A source of electricity owned by the Interconnection Customer that is
located on the Interconnection Customer's side ofthe Point of Common Coupling, and all ancillary
and appurtenant facilities, including Interconnection Facilities, which the Interconnection
Customer requests to interconnect to the Electrical Company's Electric System.
Good Utility Practice - Any of the practices, methods and acts engaged in or approved by a
significant portion of the electric industry during the relevant time period, or any of the practices,
methods and acts which, in the exercise of reasonable judgment in light of the facts known at the
time the decision was made, could have been expected to accomplish the desired result at a
reasonable cost consistent with good business practices, reliability, safety and expedition. Good
Utility Practice is not intended to be limited to the optimum practice, method, or act to the
exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted
in the region.
Governmental Authority - Any federal, state, local or other govemmental regulatory or
administrative agency, court, commission, department, board, or other governmental suMivision,
legislature, rulemaking board, tribunal, or other governmental authority having jurisdiction over
the Parties, their respective facilities, or the respective services they provide, and exercising or
entitled to exercise any administrative, executive, police, or taxing authority or power; provided,
however, that such term does not include the Interconnection Customer, the Interconnection
Provider, or any Affiliate thereof.
Industry Standards - The standards, criteria and requirements of NERC, WECC and the NWPP,
as such standards, criteria and requirements may be revised from time to time.
Interconnection - The physical connection of a Generating Facility to the Electric System so that
Parallel Operation may occur.
Interconnection Customer - Any entity, including the Transmission Provider, the Transmission
Owner or any of the affiliates or subsidiaries of either, that proposes to interconnect its Small
Generating Facility with the Transmission Provider's Electric System.
Interconnection Facilities - The Transmission Provider's Interconnection Facilities and the
lnterconnection Customer's Interconnection Facilities. Collectively, lnterconnection Facilities
include all facilities and equipment between the Small Generating Facility and the Point of
Interconnection, including any modificatioru additions or upgrades that are necessary to physically
and electrically interconnect the Small Generating Facility to the Transmission Provider's Electric
System. Interconnection Facilities are sole use facilities and shall not include Distribution
Upgrades or Transmission Upgrades.
Interconnection Request - The Interconnection Customer's request, in accordance with the
Tarifi to interconnect a new Srnall Generating Facility, or to increase the capacity of or make a
Material Modification to the operating characteristics of, an existing Small Generating Facility
that is interconnected with the Transmission Provider's Electric System.
NERC - The North American Electric Reliability Council. or its successor.
NWPP - The Northwest Power Pool, or its successor.
Parallel Operation (or Operate in Parallel) - The synchronous operation of a Generating
Facility while interconnected with an Electrical Company's Electric System.
Operating Requirements - Any operating and technical requirements that may be applicable due
to Regional Transmission Organization, lndependent System Operator, control are4 or the
Transmission Provider's requirements, including those set forth in the Small Generator
Intercorurection A greement.
Party or Parties - The Transmission Provider, Transmission Owner, Interconnection Customer
or any combination of the above.
Point of Common Coupling (or PCC) - The point where the Generating Facility's local electric
power system connects to the Electrical Company's Electric System, such as the electric power
revenue meter or at the location of the equipment designated to intemrpt, separate or disconnect
the connection between the Generating Facility and Electrical Company. The Point of Common
Coupling is the point of measurement for the application of IEEE 1547 , clause 4.
Point of Interconnection - The point where the Interconnection Facilities connect with the
Transmission Provider's Electric System. Point of lntercorurection includes the definition of Point
of Common Coupling.
PURPA Qualiffing Facility - A Generating Facility that meets the criteria specified by the
Federal Energy Regulatory Commission (FERC) in 18 CFR Part292 Subpart.
Reasonable Efforts - With respect to an action required to be attempted or taken by a Party under
the Small Generator Interconnection Agreement, efforts that are timely and consistent with Good
Utility Practice and are otherwise substantially equivalent to those a Party would use to protect its
own interests.
Small Generating Facility - The lnterconnection Customer's device for the production of
electricity, but shall not include the Interconnection Customer's Interconnection Facilities.
Tariff - The current tariffs, rates schedules and prices for the Electric Company under the
jurisdiction of the Commission.
Transmission Provider - The public utility (or its designated agent) that owns, controls, or
operates transmission or distribution facilities used for the transmission of eleckicity in interstate
commerce and provides transmission service under the tariff. The term Transmission Provider
should be read to include the Transmission Owner when the Transmission Owner is separate from
the Transmission Provider. Transmission Provider includes the definition of Electrical Company.
Transmission System - The facilities owned, controlled or operated by the Transmission Provider
or the Transmission Owner that are used to provide transmission service under the tariff.
Transmission Upgrades - The required additions and modifications to the Transmission
Provider's Transmission System at or beyond the Point of Interconnection. Upgrades do not
include Interconnection Facilities.
Upgrades - The required additions and modifications to the Transmission Provider's Electric
System at or beyond the Point of Interconnection. Upgrades may be Transmission Upgrades or
Distribution Upgrades. Upgrades do not include Interconnection Facilities.
WECC - The Western Electricity Coordinating Council, or its successor.
Attachment 2 - Description of the Small Generating Facility, Point of Interconnection,
Interconnection Fecilities and Metering Equipment
Equipment, including the Small Generating Facility, Interconnection Facilities, and metering
equipment shall be itemized and identified as being owned by the Interconnection Customer, or
the Transmission Provider.
Descrintion of Small Generatine Facilih, (Proiect) and Premises
The Derr Creek Hydroelectric Project ("Project") and Premises are specifically described as
follows: a hydroelectric generating facility located on Derr Creek in Bonner County, Idaho, which
has a present nameplate capacity of 0.250 megawatts. The Point of Interconnection is shown on
Attachment 3 as the Interconnection Point.
Descrintion of Point of Interconnection (POI)
The Point of Interconnection is comprised of one physical points as identified below:
1) The point where the Interconnection Customer's 480V URD cables terminate with the
Transmission Provider's 20.8 kV undergtound distribution line at the 300 kVA transformer
(see Attachment 3 - One-line Diagram).
Descrintion of Interconnection Facilities
The Transmission Provider's Interconnection Facilities are those 20.8 kV distribution feeder
facilities (Clark Fol*-712) originating at pole 165358 extending southwest parallel with River Rd
up to the Point of lnterconnection at 480 V on the 300 kVA transformer, including the CTs, PTs,
metering and associated communications to measure Project power.
Description of Meterine Equinment
All metering was installed and is owned by the Transmission Provider. Metering maintenance
responsibilities are defined in Article 1.6 of this Agreement.
MV90 Meter
Name:Clark Fork Hydro
Recorder lD;RW11006
Meter #:cl21s7836
Meter Type:Sentinel
Meter Form:95 Level 4
Phone #:[phone]
lntervals:15 Minutes
4 Channels:KWH Delivered
KVARH Delivered
KWH Received
KVARH Received
3 CT'S:08029449
08029402
08029394
CT Ratio 200:5
Billing Multiplier 40
Point of Interconnectisn Imrseg
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Attachment 4 - Additional Operating Requirements for the Transmission Providerrs
Electric System and Affected Systems Needed to Support the Interconnection Customer's
Needs
The Transmission Provider shall also provide requirements that rnust be met by the Interconnection
Customer prior to initiating parallel operation with the Transmission Provider's Electric System.
Generation Interconnection Guidelines and Standards
l. InterconnectionRequirements
1.1. All Small Generating Facilities shall be constructed and operated in accordance with
Industry Standards and Good Utility Practice.
1.2. The Small Generating Facility shall not cause abnormal voltage magnitudes,
frequencies, excessive intemrptions, or excessive harmonics. This shall include not
injecting communications signals associated with operation of the Small Generating
Facility into Transmission Provider's Electric System.
1.3. When the Small Generating Facility is connected to Transmission Provider's Electric
System the Small Generating Facility shall follow Transmission Provider's local
system frequency which is a nominal 60 hertz.
1.4. Any voltage flicker caused from the operation of the Small Generating Facility shall not
exceed the limits defined by the latest revision of IEEE 5 I 9 or IEEE 1547 , whichever is
applicable.
1.5. For salient pole generators with a capacity of 5,000 kVA or larger or for any size
cylindrical rotor synchronous generator, the harmonics shall not exceed the limits as
outlined for telephone influence factor (TIF) in the latest revision of ANSI standards
C50.12, C50.13, or C50.14, whichever is applicable. For all generators, voltage
distortion limits and current harmonic limits shall be as specified in the latest revision
of IEEE 519 or IEEE 1547, whichever is applicable.
1.6. When the Small Generating Facility is operating in parallel with the Transmission
Provider Electric System, the Small Generating Facility shall operate at a power factor
within the range of 0.95 leading to 0.95 laggrng.
1.7. Each Party and the Small Generating Facility shall be responsible for protection of its
facilities from any system voltage or frequency excursions consistent with Industry
Standards and Good Utility Practice.
2. EQUIPMENT REQTJIREMENTS
2.1. Interconnection Customer or the Small Generating Facility shall supply, install, ovvtr,
operate and maintain all equipment at the Small Generating Facility as appropriate and
pursuant to applicable electic codes, Industry Standards and Good Utility Practice.
2.2. The Small Generating Facility shall maintain its equipment in good working order and
keep adequate maintenance records. The Small Generating Facility and maintenance
records shall be subject to inspection by Transmission Provider. Transrnission Provider
may also witness or review any acceptance tests of Small Generating Facility.
3. PROTECTION REQUIREMENTS
3.1. Interconnection Customer or the Small Generating Facility shall fumish, install,
operate, and maintain in good order and repair, and without cost to Transmission
Provider such relays, instrument transformers, breakers, automatic synchronizers, and
other control and protection apparatus as shown by Transmission Provider to be
reasonably necessary for the operation of the Small Generating Facility in parallel with
Transmission Provider's Electric System. The minimum protection requirements for
the Small Generating Facility may change based on system configuration or other
special circumstances. At a minimum the protection requirements, based on the size of
the Small Generating Facility, shall be as follows.
3.1.1. Small generator connected to a distribution feeder (rated output less than 25
kVA): The Small Generating Facility must provide adequate protection to protect
its own facility for faults at the facility or on either Party's electric system.
Interconnection Customer or the Small Generating Facility shall provide an
appropriate disconnect switch available to Transmission Provider.
3.t.2. Medium generator connected to a distribution feeder (rated output less than one
quarter of the distribution feeder load): The Small Generating Facility must meet
all requirements of a small generator, plus the Small Generating Facility relaying
shall include over/under voltage and over/under frequency (islanding detection)
and synchronism check.
3.1.3. Laree eenerator connected to a distribution feeder (rated output greater than or
equal to 3 lvfvA or one quarter of the distribution feeder load): The Small
Generating Facility must meet all requirements of a medium generator, plus phase
and ground overcurrent relays to detect and clear for faults on the Transmission
Provider Electric System.
3.1.4. Generator connected to a transmission line: The Small Generating Facility must
provide a level of protection equivalent to the most current standard of similar
terminals on the Transmission Provider Electric System. Necessary upgrades to
Transmission Provider's remote line terminal relaying to interface with the Small
Generating Facility will be at the expense of Interconnection Customer unless
provided for in another agreement.
3.2. The Small Generating Facility's protection system shall coordinate with Transmission
Provider's protection system without adverse affect to the Transmission Provider
Electric System or its customers. The Small Generating Facility shall provide
Transmission Provider with all proposed relay design and settings for the protection
system related to the Small Generating Facility. Transmission Provider shall approve
the Small Generating Facility's protection system prior to the Small Generating Facility
being operated in parallel with the Transmission Provider Electric System.
3.3. If parallel operation of the Small Generating Facility to Transmission Provider's
Electric System requires upgrades to Transmission Provider's protection system, the
upgrades shall be at the expense of Interconnection Customer u nlgss provided for in
another agreement, including. but not limited to, upgrades to Transmission Provider's
reclosing relaying.
3.4. The Small Generating Facility's protection system must be operated, tested, and
maintained in accordance with Industry Standards and Good Utility Practice and shall
be at the expense of Interconnection Customer unless provided for in another
agreement.
3.5. Each relay responsible for disconnecting the Small Generating Facility from the local
power system shall be connected to an appropriately installed GPS time source, with
zlccuracy better than 8 ms or some type of Sequence of Events recorder shall be made
available. Transmission Provider may request and Interconnection Customer or the
Small Generating Facility shail provide event reports at the Small Generating Facility.
3.6. The Small Generating Facility shall provide adequate means or devices that will
prevent the Small Generating Facility from being closed into or energizing a de-
energized Transmission Provider Electric System or de-energized phase of the
Transmission Provider Electric System.
3.7. The Small Generating Facility may be manually or automatically started and operated
in parallel to Transmission Provider's Electric System any time Transmission
Provider's Electric System is in a normal operating condition. A "normal" operating
condition exists when Transmission Provider's Electric System through which the
Small Generating Facility will be operated in parallel is energized and no local
conditions exist on Transmission Provider's Electric System such as abnormal voltages,
frequencies, single phasing, etc. that would prevent acceptable synchronization.
4. COMMUNICATIONS
4.1- The Small Generating Facility shall maintain satisfactory operating communications
with Transmission Provider's dispatcher or representative designated by Transmission
Provider. The Small Generating Facility shall provide standard voice line, dedicated
voice line and facsimile communications at its Small Generating Facility control room
or central dispatch facility through use of either the public telephone system or a voice
communications system that does not rely on the public telephone system.
4-2. For generation that will require telemetering, prior to the initial synchronization of the
Small Generating Facility, a remote terminal unit, or equivalent data collection and
transfer equipment acceptable to the Parties, shall be installed by Interconnection
Customer or the Small Generating Facility, or by Transmission Provider at
Interconnection Customer's expense unless provided for in another agreement, to
gather accumulated and instantaneous data to be telemetered to the location(s)
designated by Transmission Provider through use of a dedicated point-to-point data
circui(s) or other equivalent communication medium acceptable to the Parties as
indicated in section 4.4 below. The communication protocol for the data circuit(s) shall
be specified by Transmission Provider. Instantaneous bi-directional analog real power
and reactive power flow information must be telemetered directly to the location(s)
specifi ed by Transmission Provider.
4.3. For generation that will require telemetering, lnterconnection Customer or the Small
Generating Facility shall provide the dedicated data circuit(s) or other equivalent
communication medium acceptable to the Parties necessary to provide the Small
Generating Facility's data to Transmission Provider. The data circuit(s) shall extend
from the Small Generating Facility to the location(s) specified by Transmission
Provider. Any required maintenance of such communications equipment shall be the
responsibility of Interconnection Customer unless provided for in another agreement.
Operational communications shall be activated and maintained under, but not be
limited to, the following events: system paralleling or separation, scheduled and
unscheduled shutdowns, equipment clearances, and hourly and daily load data.
4.4. Unless provided for in another agreement, Interconnection Customer shall have
Transmission Provider listed on record with any third-party communication provider so
that Transmission Provider has the ability to call in trouble tickets. Each Party shall
promptly advise the other Party if it detects or otherwise learns of any metering,
telemetry or communications equipment errors or malfunctions that require the
attention and/or correction by the other Party. The Party owning such equipment shall
correct such error or malfunction as soon as reasonably feasible unless provided for in
another agreement.
5. MISCELLANEOUS REQUIREMENTS
5.1. Transmission Provider reserves the right to open the main disconnecting device and/or
cease parallel generation with reasonable notice provided to Interconnection Customer
or the Small Generating Facility (when notice is practicable) for any of the following
reasons:
5.1.1. System emergency
5.1.2. Small Generating Facility's generating equipment interferes with other projects or
the operation of the Transmission Provider Electric System.
5.1.3. Any quality of service reduction.
5.2. Unless provided for in another agreement Interconnection Customer shall supply
Transmission Provider with the following data and machine parameters for the Small
Generating Facility as needed:
5.2.1. Rated kVA output.
5.2.2. Rated voltage.
5.2.3. Rated power factor
5.2.4. Type of generator (induction motor, DC motor, synchronous generator, etc.).
5.2.5. Proposed protective equipment (breakers, fuses, instrument transformers, relay
types and settings, etc.).
5.2.6. Generator's contibution to faults (saturation, subtansient transient and
synchronous resistances and reactances and the associated time constraints,
sequence impedance (positive, negative, zero), system resistance and reactance
from Transmission Provider Electric System to the Small Generating Facitity).
5.2.7. Inertia constants.
5.2.8. Governor and exciter control system parameters.
5.3. Unless provided for in another agreement, Interconnection Customer shall supply
Transmission Provider with the following generator transfonner nameplate data for the
Small Generating Facility:
5.3- 1. Rated kVA, including base and any forced oil / forced air ratings.
5.3.2. Voltage rating, available tap settings, and proposed tap setting.
5.3.3. Test Impedance, including X/R ratio or measured load loss Waffs.
5.4. Interconnection Customer shall require the installation and operation of a power system
stabilizer at the Small Generating Facility if required pursuant to Industry Standards.
Attachment 5 - Transmission Provider's Description of its Upgrades
The Transmission Provider shall describe Upgrades and provide an itemized best estimate of the
cost, including overheads, of the Upgrades and annual operation and maintenance expenses
associated with such Upgrades. The Transmission Provider shall functionalize Upgrades costs and
annual expenses as either transmission or distribution rclated.
Distribution Upqrades and Ownership
No Distribution Upgrades were identified and required for the interconnection of the Small
Generating Facility.
Transmission Upsrades and Ownership
No Transmission Upgrades were identified and required for the interconnection of the Small
Generating Facility.
Exhibit D
Description Of The Facilitv
Dc*rlptloa of Snell Gcrcntlng Frcllity (hojcc() rnd Prcalrcr
Thc D-eg Crcck Hydroclcctric Projcct ("Projcct') and Prcmiscs urc spccilically describal al
follows: r hydroelcaric gcrtcrating facility locatcd oa QSrr Crcck in Bonns Colaty, Idaho,
which has I prercflt namcphtc cspacity of 0.250 mcgassn* The Point of Intcrconncction ig
shorrn on Anschmot 3 ar 0r lncrcorurction Point.
Ilercrlptloa of Polnt of lrtcrconnc$loil (P0-l)
Thc Poinl of lnuf,conrE$tion is eotrynrod of onc phyriel Sniatr ar idcntificd bclow:
l) Tbc point wherc thc lnterconnsction Customcr's 4E0V URD cables terminure wiil 0rc
Trsncmiuion Providcr's 20,E kV underground dirtribution linc tt thc 300 kVA
transformcr (rce Atlachnacnt 3 " Onc-linc Diagram).
D glcdSthllqf_{1ttqporuggtl_qE fqcl li tl cr
Thc Transmision Providcr's Intcrconncction Facililics are those 20.8 kV disuibution tbcder
facilitics (Cllrk fsrk 712) originating at pole 16535E cxisnding $outhwest parallcl with Rivcr Rd
up to the Point of Intcrconnection al480 V oo thc 300 kVA lansfonncr, including the CTq PTs,
mctering snd associatcd communications to mcasurc Projcct powcr.
-24 -
i
Exhibit E
Purchase Prices
The pricing applicable to the Facility will be consistent with the avoided cost rates that are in
effect at
the time that the parties enter into a Power Purchase Agreement.
Clark Fork Hydro - Derr Creek
IPUC Pricing - June 1, 2017
$/lvtwtr
Season 1
(Applied to July - February)
(Applied to March - June)
s/MWh
Season 2
L
2
3
4
5
6
7
8
9
10
11
L2
13
t4
15
15
17
18
19
20
Season I
Season 2
108.00%
84.00%
201 8 63.20 49.t6
2019 66.8 I s 1.96
2020 68.89 53.58
202t 70.22 54.62
2022 '10.22 54.62
2023 71.47 55.59
2024 73.73
202s 77.75 60.47
2026 80.96 62.97
2027 82.85 64.44
2028 84.61 65.8 r
2029 86.63 67.38
2030 87.86 68.34
203t 89.10 69.30
2032 90.80 70.62
2033 92.18
2034 93.99 73.10
203s 96.02 74.68
2036 98.09 76.29
2037 100.37 78.06
-25
57.3s
71.70