20180619Petition.pdf

Avu,r- e- 1{- of
Avista Corp.
141 1 East Mission P.O. Box 3727
Spokane. Washington 99220-0500
Telephone [phone]
Toll Free 800-727-9170
June 18,2018
Diane Hanian, Commission Secretary
Idaho Public Utilities Commission
W. 472 Washington Street
Boise,Idaho 83720
Dear Ms. Hanian:
Attached for filing with the Commission is an electronic copy of Avista Corporation,
doing business as Avista Utilities ("Avista" or "Company"), petition for approval of the PURPA
Purchase Power Agreement (PPA) with the City of Cove, Oregon. An original and seven (7) are
being provided via overnight mail.
Please direct questions on this matter to Michael Andrea at [phone] or myself at
(s09) 4es-497s.
Sincerely,
/r/Lh^dn"M. Ge,na,&
Senior Manager of Regulatory Policy
Avista Utilities
linda. gervais@avistasorp. com
509-495-4975
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Enclosures
AFrutsra #
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For Avista Corporation
Michael G. Andrea (lSB No. 8308)
Senior Counsel
Avista Corporation
l4l I East Mission Ave.. MSC-33
Spokane, WA 99202
Phone: [phone]
Facsimile: [phone]
IN TI{E MAT"I-ER OF THE JOINT PETITION )
OF AVISTA CORPORATION AND THE )
CITY OF COVE. OREGON, FOR APPROVAL)
OF POWER PURCHASE AGREEMENT )
)
)
)
BEFORE TIIE IDAHO PUBLIC UTILITIES COMMISSION
cAsE NO. AVU-E- / 8- 05
JOTNT PETI'|ION OF' AVIS A
CORPORATION AND THE CITY OF
COVE. OREGON
Avista Corporation (-Avista') and the City of Cove, Oregon, ("City*)
(collectively, the "Patties") hereby jointly petition the Idaho Public Utilities Cornmission
("Commission") for an order approving the Power Purchase Agreement between Avista
and the City ("Agreement") with a requested effective date of June 13, 2018. The
Agreement is attached hereto as Attachment A.
l. Names and Addrerses of Petitioners
Avista Corporation
l41l East Mission Avenue
Spokane, WA99202
City of Cove
PO Box 8
Cove. OR 97824
2. Neture of Businesses
Page - I JOINT PETITION OF AVISTA CORPORATION AND THE CrrY OF
COVE. OREGON
Avista is a corporation ueated and organized under the laws of the State of
Washington with its principal oflice in Spokane, Washington. Avista is an investor'-
owned utility engaged in, among other things, the business of generating tmnsmitting,
and distibuting electric power to wholesale and retail customers in Idaho and
Washington. Avista also provides natural gas service to customers in Idaho, Washington,
and Oregon. As such, Avista's rates, charges, services and practices are regulated, in
parL by this Cornmission,
City is the owner and operator of an 800 kW hydroelectric generating facility in or
ancund Cove, Oregon ('Facility). The Facility is a Qualifying Facility pursuant to the
Public Utility Regulatory Policies of Act of 1978 ("PURPA").
3. Names of Representatives
All communications, pleadings, and orders with respect to this proceeding should
be directed to:
For Avista Corporation:
Steve Silkworth
Manager, Wholesale Mmketing and
Contacts
Avista Corporation
1411 E. Mission Ave., MSC-7
Spokane, WA 99202
Phone: [phone]
Fax: (509) 49s4272
E-mail: steve,.silkworth@.avistacglp,gqtq
Michael G. Andrea
Senior Counsel
Avista Corporation
l4l I E. Mission Ave., MSC-33
Spolcane, rtrA 99202
Phone: [phone]
Fa,x: [phone]
E-mai I : rnichael.andrea@.av i stacorp.conr
tr'or the City of Cove:
Donna N. Lewis
City of Cove
PO Box 8
Cove, OR 97824
Phone: [phone]
F,mail : [e-mail]
Page - 2 JOTNT PETITION OIt AVIS IA CORPORATION AND 1Hh, Cl't'Y Ot'
COVE, OREGON
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4. Description of Agreement
'l he Agpement is a power purchase agreement under which the City will generate
and deliver the Net Delivered Output of its Faoiiity to Avista's electric system. For the
Term of thc Agreemenl Avista will purchase the Net Delivered Output of the Facility
that is delivered to the Point of Delivery. Avista will purchase such Net Delivered
Output pursuant to Schedule 62 of its Idaho tariff at the applicable rate based upon the
following; Non-F'ueled Projects Smaller Than I0 aMW**Levelized as shown in Exhibit
B to the PPA.
Pursuant to Section 8.2 of the Agreement, the City shall provide Avista a cash
deposit, or other form of seculity that is acceptable to Avista, that represents the
difference between tlre levelized payrnent Avista will pay and the non-levelized payment
that Avista would have paid as show in Exhibit I{, F.stimated Security Deposit by Year'.
Once a year by the fust day of each Contract Year the amount will be re-calculated to
reflect actual volun:es fiom the prior year and estirnated volumes for the current year,
The Term of theAgreement shall commenoe on the Effective Date and shall
continue through June 12, 2038, unless the Agreement is terminated earlier pursuant to its
terms. Avista and the City anticipare that the l.nitial Delivery Date under the Agreement
will be Novenrber l,20lE.
5. Joint Request for Approval
Avista and the City jointly reguest that the Commission issue an order (i)
accepting the Agreement, without change or condition, with an effective date of June [3,
2018, and (ii) declaring that all paytnents made by Avista for purchases of energy under
the Agreemeut be allowed as prudently inouned expenscs f'or ratemaking purposes,
Page - 3 JOINT PETITION OF AVISTA CORPORATION AND THE CITY oF
COVE, OREGON
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Respectfutly submitted tui, lltr, day of June, 2018,
AVTSTA
G.
Senior Counsel
THE CITY Otr'COVE, OREGON
arlA,.
Mayor
Page - 4 JOINT PETITION OIr AVISTA CORPORATION AND THE CITY OF
COVE, OREGON I
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June 61 201E
POWER PURCHASE AGREEMENT
BETWEEN
THE CITY OF COVE, OREGON
AI\D
AYISTA CORPORATION
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POWER PURCIIASE AGREEMENT
This Agreement is made by and between Avista Corporation, a Washington colporation
(,.Avista,'), and the City of Cove, Oregon ('Seller"). Avista and Seller ar.e sometimes refemed to
individually as a "Party" and collectively as the "Patdes."
RECITALS
WHEREAS, Seller will own, operate and maintain an 800 kilowatt electric power
generating facility in or around the City of Cove, Ortgon, as more fully described in Exhibit A
(*Facility");
WHEREAS, Seller will operate the Facility as a Qualifying Facility, as defined by the
Public Utility Regulatory Policies Act of 1978 ("PUR}A"); and
WHEREAS, Seller will deliver and sell, and Avista will purchase, elechic energy
generafed from the F'acility subject to the terms of this Agteement.
NOW, TIIERBI'ORE, in consideration of the mutual agreements set forth herein, the
Parties agree as follows.
I. DEFINITIONS
Except as otherwise defined in this Agreemenl whenever used in this Agreement and
exhibits hereto, the following terrns shall have the following meaniogs:
1.1 "Atggg@!'means this Power Purchase Ageement, including all exhibits, and
any written amendments,
1.2 "@" shall havethe meaning provided in Section 11.3
of tbis {geement.
13 "AggilbrySggglggg, means those services that are necessary to support the
transmissiou of capacity and earergy fium resources to loads while maintaining reliable opemtion
of the electrical systems in accordance with Prudcnt Utility Practices and any existing or future
WECC rcquirements.
1.4
Agreernent.
,,4y9!sg1!.,1@1!$41[gg'' shall have the meaning provided in Section 7.2 of this
1.5 "gsf" rneans average megawatt(s). An average megawatt is calculated by
dividing the total generdion in MV/h over a given period of time (e,9., a calendar month) by the
numberof hours in that period of time.
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I.6 n'@" The collertion of generation, transmission, and
loads within tlre melered boundaries of the Balancing Authority. The Balancing Authority
maintains load-resource balance within this area,
1.7 ',@D means mouthly Net Output that is grcater than or equal
to 90 percenl, and less than or equal to ll0 pelcent, of the Monthly Net Output Estimate.
1.8 "$g$IgggBAI" means every day other than a Saturday or Sunday or a national
holiday. National holidays shall be those holidays observed NERC.
f.9 Reservefl.
1.10 Reeerved,
1'1l'eg@meanstlrcIdahoPublicUtilitiesCommission,oritssuccessor.
l.l2 " D shall have the nreaning provided in
Section I0.3.I ofthis Agreeme,nt.
f ,I3 Rescned.
1.14 Reserved.
Reserved.
"El@" shall have the meaning provided in Section 4 ofthis1.16
Agreeme,nt.
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Agreement.
"@E4org" shall have the meaning provided in Section 7.3 of this
1.18 '&g!!!E'm€ans the electric energy generating facilities, including all equipnrent
and struchres necassary to generate and supply electric energy, more particularly described at
Exhibit A.
1.19 "@'meaus the electic energy generated and used by the
Facility during its operation to operate equipment that is auxiliary to primary generation
equipme,lrt including, but not limitsd to, pumping, generator excitation, cooling or other
operations related to the production of elechic energy by &e Facility.
1,20 "E@iggIg" shall have the meaning provided in Section 12 of this
Agreement
l,2l 'EEBQ'mea$r the Federal Energy Regulatory Commission, or its successor.
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June 6,2018
l,ZZ "Independent Ensinee rr meals certifications detailed in
Section 3,4 provided by a professional engineer tegistered in Oregon or Idaho, who has no direct
or indiect, legal, or equitable ownership interest in the lraciliry.
1,J3 "'nitill Capacitv D?termination" shall have the meaning provided in Section
3.5 ofthis Agreement,
t24 "@'shall mean the date upon which Seller fu'st schedules Net
OuQut to Avista pursuant to this Agreernent.
lr5 t"'shalllrave themeaningprovided
in Section 5.1 of this Agreement.
1.25 "Interconnectirm Agreement" meanq as applicable, the agreement between
Seller and Avista or Seller and a Transnritting tintity that is providing interconnection seryice
whioh govems how the Net Output is delivered to Avista's or the Transmitting Entity's electrical
syst€m at the Point of Interconnection cturing the 'Ierm of this Agrcement.
1,27 t'@" means all facilities required to connect the Facility
to the Point of Interconaection, including connection, tansformation, switching, relaying and
safety equipnent. Interconnection Facilities shall also include all telemetry, metering, cellular
telephone, and/or commuoication eguipment required under tris Agreement regardless of
location
1.28 "Loises,' means the loss of electrical en€rgy occurring as a result of the
transformation and fiansmission of enerry between the Point of Interconnection and the Point of
Delivery. Forpurposes ofthis Agreement, Losses shall equal2.135 percent of the total
geaeration of the Facility as meteted at the Facility.
1.29 "MW'means megawatt. One thousand kilowatts equals one megawalt.
1.30 "IAUbt' msans megawatt-hour. One thousand kilowatt-hours equals one
megawatt-hour.
I.31 t'@'means 85 percent (85%) of the PowerDex hourly Mid-
Columbia ("Mid-C') index.
1.32 "Monthlv Net OutnutFstimate' means, as applicable, the_Initial Year Monthly
Net Output Estimates provided pursuant to Section 5.1 or the Subsequent Monthly Net Output
Estimates provided pursuant to Section 5.2.
1.33 @ mcans the maldmum generating capacity ofthe
Faoility, as detenrrined by the manufacturer, and expressed in kilouxatts (kW).
1.34 "IUqBg" meaus the North Arnerican Elestric Reliability Corporation or its
successot
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l.3S "N@'means the capability and electric energy generated by the Facility,
less Facility Service Power and Losses, that is delivered to the Point of Delivery, expressed in
kilowatt-hours. To the extent that any elechic en€l'gy is scheduled by Seller and delivsred to tlre
Point of Delivery in excess of the Net OuSu! such elect'ic energy shall be Surplus Energy.
138 'ppggt$+IJget''mea:rs each l2-month period from January 1 through
Decernber 31.
1.39 "Bgjplgd-D&ery" means the location, as specified in Exhibit A of this
Agreernent, where Seller's F-acility interconnects with Avista's electrical systetn and the electric
onergy produced by the Facility is delivered to Avista's electrical systenr.
1.40 (Point of Interconne€ion" menns the high voltage side of Seller's step-up
transformer at the point of interconnection betrueen Seller's Facility and the Transrrifring
Entity's electric systcm, wtiich i.s commonly refened to as the "busbar."
1.41 t'@'means the practicas, methods, and acts comrnonJy
and ordinarily used in electrical engineering and operations by a significant portion of the
elec8ic power generadon and transmission industry, in the exercise of reasonable judgment in
lhe light of the facts known or that should have been kuown at the time a decision was made, that
would have been c:rpccted to accomplish the desired result in a manner consistent with law,
regulation, reliability, safety, envilonmental protection, economy, and expedition.
1.42 "8g,[sjgg-tegili$" or rrfl[" means a generating facility which meets the
requircments for "QF"'status under PT RPA and part 292 of FERC's Regulations, l8 C.F.R. Part
292,a\d, which has obtained certification of its QF status.
1.43 "$g[g!g!gf.fu!4gg" means any outage which is scheduled by the Seller to
retnove electrical or mechanical equipment from service for repair, replacement, maintenance,
safety or any other reason, and which thereby limits the generating capability of tho Facility to
less than the Initial Capacig Deter:nination.
1.44 "$@s!LEggIg" shall have the meaning provided in section 7.4 of this
Agreement.
I.45 "@" shall mean the price Avista will pay Seller for Shortfall
Energr as providcd in secdon 7.4 ofthis Agreernent.
1.46 "SgI!:lUp-Lq4bg" means the start-up tests rcquircd by the manufacturer and/or
Avista that prove that the Facility is reliably producing elostric energy.
1,47 "&Iplgq&!ry' means (i) Net Output during any month which exceeds 110
percent of the Monthly Net Output Estimate for the coresponding month up to l0 aMW; and (ii)
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June 6,2018
any elecfiic energy thal is scheduled by Seller and dclivered to the Point of Delivery in excess of
theNet OutpuL
1.48.,@,,shallhavethemeaningprovidedinsection7.3ofthis
Agreement.
1,49 *bgg4iftinq-&li$'means any entity orentities that provide transmission
and/or interconnection service to deliver electric energy from the Facility to Avista's elechical
system at the Point of Delivery,
1.50 "@" means any agreement(s) entered into betweeu Seller
and a Transmitting Eutity under which flre Transnitting Entity shall provide firm transmission
from the Freility to Point of Delivery for the Term of this Ageement. lhe Transmission
Agrtement is attaclred hereto as Exhibit F.
I.51 (.Term" shall have the meaning provided in Section 4.1 of this Agrecment.
1.52 i'WECC'means the Westem Electricity Coordinating Council or its successor
2, WARRANTIES
2.1 No Warryntv bv Avista. Avista makes no warranties, expressed or implied,
regarding any aspect of Seller's design, qpecifications, equipment or facilitiss, including but not
limited to, safety, durability, rcliability, str€mgth, capacity, adequacy or economic feasibility, and
any review, acceptarce or failure to review Selley's design, specifications, equipment or Fracility
shall not be an endorsement or a confirmation by Avista. Avista assumes no responsibility or
obligation with rregard to any NERC and/or WECC reliability standard associated with the
Facility or the delivery of electric energy from the Facility to the Point of Dclivery.
2.2 Sellor's Wsrrenty. Seller uarrants and reprosents that (a) Seller has
investigated and determined that it is capable of performing and will perform 0re obligations
hererurder and has not relied upon the advice, experience or expedise of Avista in sotrncction
with the tansactiorrs contemplated by this Agreement; (b) all professionals and expetts
including, but not limitcd to, engineers, attonreys or accounhnts, that Seller may have corsulted
or nelied on in undertaking the transactions conternplated by this Agreement haye been solely
thosc of Se1ler; (c) Seller will comply with all applicable laws and regulations and shall obtain
and comply wiih applicable licenses, penuits and approvals in the desigrL consftuc{ion, opei.ation
and maintenance of the Facility; and (d) the Facility is, and during the Term of this Agrccrneut
will remairu a Qualifyins Facility as that tenn is used in l8 C.F.RPart 292. Seller's failure to
maintain Quali&ing Facility status will be a material breach of this Agrccment Avista reserves
the right to review lhe Seller's Quahrylng Facility stafus and associated support and compliance
docrunen6 at any time during tte Term sf this Agreement.
3. CoNprrroNs PRroR TO DELMRY q4J[ET OUTPU',T
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June 61 2.018
S.1. Iime is of the Essencc. Time is ofthe essence fur the performance of this
Agreement and Selter understands and agees that Avista is relying on Seller to rneet the
requireanents of S*tion 4.2 on or before the Effective Date. Seller understands and agrees thrt
Avista's acceptance of deliveries of energy from Seller is contingent upon Seller fully satisfring
each of the requirement$ in Section 4.2 of this Agrecment pdor to thE comrnencoment of the first
delivery of Net Output to Avista-
3.2 Rererved"
3.3 Onl&iqn of Coqnsel. Upon Avista's rcquest, prior to the commencement of tle
first delivery ofNet Output to Avista, Seller shall submit to Avista an opinion letter sigaed by an
attomey admitted to practice and in good standing in the state where the Facility is located
providing au opinion that Seller's licenses, permits and approvals (including but not limited to,
evidence ofcompliance with Subpan B, l8 C.F.R. gZy2.2A1, aibal, state and local business
licenses, enyironmental pemrits, easements, ieases and all other required approvals) are legally
and validly iszued, ae held in the narne ofthe Seller, and based on a reasonable independent
review, counsel is of the opinion that Seller is in substantial compliance with said permits as of
the date of such opinion letter. The opinion letter will be in a form acoeptable to Avista and will
acknowledge that the attorney rendering the opinion understands that Avista is relying ou said
opinion. Avista's accaptarse of the foun shall not t e unraasonably withheld.
3.4 l$rle.osndentEnginep*r&Cetrificationr. Upon Avista's lequest,prior to the
commencefirent of fte fitst delivery of Net Output to Avista, Seller shall submit to Avista
applicable Independent Engincering Cstifications for (a) Consfiuction Adequacy for a Qualiffig
Facility, and (b) Operations and Mainteuance Policy for a Quali$ing Facrlity as described in
Commission Order No. 21690. Each Independent Engineering Certification shall be signed by a
licmsed professional ongineer in good standing submitted in a form acceptable to Avista aild will
acknowledge ttlatthe licensed proftssional engineenendering the opinion understands that Avista
is relying on said opinion Avista's acceptance of such forms shall not be unreasonably withheld.
3,5 Initial$aoacitv Ilete.rmination, Seller shall operate tha F'acility in a manner
such that under normal design conditions the Net Output does not exceed l0 afufW in uny
salendar Month. Prior to the commenoement of the fust delivery of Net Output to Avista, Seller
shall submitto Avista the maximum hourly generation capabiliry of the Facility ("lriltial
Capacity Determination"). Such Idtial Capacity Detemrination shall be determined either by
use of the Nameplate Capactty Rating or such other means acceptable to Avista and shall be
documented and submitted to Avista by Seller. Such documetrtation shall include &e
information listed in Exhibit E. Upon receipt of Selle.r's Initial Capacity f)etermination, Avista
will review such deterrnination within a reasonable time and, if acceptable to Avista" Avista shall
issue to Sellcr its written 4pproval of the Initial Capacrty Deteflnimtion If the Initial Capaoity
Detemrinatiou submitted by Seller is not acceptable to Avista, Avista will pncmptly notifu Seller
tlrat Avista will not accept its Initial Capacity f)etermination. In such even! Avista shall engage,
at Seller's sole expense, an independent qualified cousultant to determine the Idtial Capacity
Determination. During the Term of this Agreemen( Seller shall not cause the capacity of the
Faoility to be greaterthanthe Initial Capacity Determination by any means, including by
addition, upsade, or replacement.
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3.6 luterconnection AsrPemsot, Prior to the Effective f)ate, Seller shall pmvide
Avista a oopy of its Intcrconnection Agreement, which shall be attached hereto as Exhibit G.
3.7 Angi[erv Senices. In the event that the f'acility is located outside of Avista's
Balancing Auftoriry Area, Seller shall be responsible at its sole expems for obtaining any and all
necesstry fuioillary S ervices.
3.8 Insurancel $eeurilv. Prior to the commencement of the first delivery of Net
Output to Avist4 Seller shall zubmit to Avista evidence of eornpliance with Sections 8.1 and 8.2.
3.9 Reserved.
3.10 l.{etworkResourcc Deisnation. hior to the commsncement of ths fust dclivery
ofNet Output to Avista, Seller shall provide to Avista all data required by Avista to enable the
Facility to be designated by Avista as a network resouFce.
3.ll 'lVritten Accentance. Prior to the commencement of the fust delivery ofNet
Output to Avistq Seller shall request and obtain from Avista written confinnation that ali
conditions to acceptance of electric enerry bave been fulfilled. Avista shall use rcasonable
commernial etrorts to pronrptly provide Seller wdtten confi:mation that all conditions to acceptance
of electric energ/ bave been futfilled or provide notice that such conditions have not bern fulfilled.
4. TERIVI OF AGREEMENT: COMMISSI0N APPROVAI*
4.1 This Agreenrent shall be effective on the date last signed below or such other date
set by Commission oxler (the'Effective Date") and shall continue fbr twenty years after the
Effcctive Date (the "Term), unless otherwisc tcrminated as provided hercin.
4.2 Projeot Developer and Avista shalljointly petition the Commission for an ordor
approving the Agreomcnt and any mutually agrecd to amendment to the Agreement. This Agreement
and any amendment to this Agreoment is conditioned upon the approval and determination by the
Commission that the pricos to be paid for elechic power are just and reasonable, in thc public
interesl and that the costs incured by Avista for purchases of electric power from Scllcr ars
legitimate experrses,
4.3 In the event that the Commission fails to issue a final order approving this
Agreement by October 29,2A18, neither Party shall have any further obligations to purcha.se or
sell eleclricpowcrhereunder, and this Agreement shall terminate ou October29, 2018.
5. NET OUTPUT AMOUNTS
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June 6, 2018
5.1 Initipl Monthly Net Output Estimatps. Seller shall provide to Avista Net Output
estirnates for each of the trpelve consecutive monflrs that begin with the month containing the
Initial Delivery Date, counting the month during which the Initial Delivery Date occu's as month
one ("Initial Year Monthly Net Ouput Estimates"). Seller shall provide to Avista such Initial
Year Monthly Net Output Estimates by written notice in accordance with Section 29 no later
than five (5) calendar days prior to the commencement of the first delivery of Net Output to
Avisl.a.
5.2 Subsequent Monthly Net Output Estimates. At the end of month three following
the Initial Delivery Date, and at dre end of every month thereafter, Seller shall provide to Avista
Net Output estimates pertaining to each additional consecutive month for which Seller has not
yet delivered to Avista Net Ouput estimates. Seller shall provide such Net Output estimates to
Avista by raritten notice in acoordance with Section 29, no later than 5:00 p.m. of the last
Business Day of the month during which they are required to be provided.
5.3 Content gf Net Output Estimates. All Net Output estimates shall be expressed in
kilowatt-hours by month.
5.4 Failure to Provide Net Output Estimates. Failure to provide Monthly Output
Estimates when requirrd herein shall be a matedal breach of this Agrrement and Avista may, in
its sole discrntion, either terminatc this Agreement or Avista may deterrrine the Monthly Nel
OutputEstimabs peftaining to zuch month ormonths, and the Monthly Net Output Estimates
determined by Avista shall be binding for purposes of the Agrecnrent as though they were
propared by Scller and provided to Avista as requircd by the Agreement.
5.5 Resglved.
5.6 AvistaAdjustment of MonthlyNet Owput Estimate. III pursuant to Section 10.2,
Avisla is excused from acceping the Seller's Net Output the Montlrly Net Output Estimate for
the specific month in which the reduction or suspension occurs will be reduced in accordance
with the tbllowing:
Where:
NO: Current Month's Net Output estimate
SGU =(a)
(b)
If Avista is excused from accepting flre Seller's Net Output as
spceified in Section 10.2 this value will be equal to the percentage
of curtailment as specified by Avista multiplied by the lGU as
defined below.
If the Seller declares a suspension of Net Output as specified in
Section 10,3 this value will be the generation unit sizs rating of 0.8
MWo
TGU: Generation unit size rating of 0.8 MW,
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RSH =
TII =
Resulting forrrula being:
Adju*ed
Net
Output
Actual hours the Facility's Net Output was either reduced or
suspended under Sections 10.2 ot 10.3.
Actual total hours in the curent month
:No (( sGU x No ) x( RSH ))
TGU TH
This Adjusted Net Outprrt estimate will be used in applicable Surplus Energy calculations for
only the specific month in utrich Avista wae excused from accepting the Net Output or the
Sellcr's Declared Suspension of Net Output.
6. SCIIEDI,'LING
6.1 Seller isresponsible for zupplying day(s)-ahead enerry pre*ctrcdules for each hour.
Such schedules will, to the extent practical, be based on the anticipaled achral generation of the
Facility for each zuch hour. Seller shall submit enery1r pre-schdules for the nod Br:siness Day by
email, or by other mutually agreed upon means, to Avista no later than 5:30 am on lhe Business
Day immediately preceding the day on which energy deliverics arc to be made;provided,
however,that for estimates of deliveries on rveekends and holidays (as de{ined by NERC), Seller
and Avista shall follow scheduling procedures in accordance with then-cunent WECC standard
scheduling prastices with regard to multiple day scbeduling.
6.2 Seller shall create an electonic tag (e-Tag) that reflccts the day-ahead hourly
estimate no later than 2:00 pm on the Business Day immediately preceding the day on which
energy deliveries af,e to be rnadq' provlded, however,that for estimates of deliveries on weeksnds
and holidays (as dofined by NERC), Seller and Avista shall follow scheduling procedures in
accordance with then current IVECC standard schedulingpractices with regard to multiple day
scheduling.
6.3 The day-ahcad estimate shall be provided for preschedule pruposes and shall not
restrict Seller's right to submit revised hour-ahead schedules as provided herein.
6.4 At least sixty minutes prior to the start of each delivery hour during the delivery
Business Day, Seller shall pmvide Avista with an updated eleckic tag (e-Tag) that reflects the
firm schedule for that delivery hour. Seller shall pay any energy imbalance charges or penalties
inrposed by rhe Transmission Entity on tho delivery of the Net Outputto the Point of Delivery,
6.5 Email contact infomration with regard to pre-scheduling and telephons contact
inforrnation with regard to generation level changes, intenupions or outages are specified in
Exhibit C, Communication and Reporting.
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6.6 Should cilcumstances change in the WECC or WECC sub-region, within which
Avista operates its electric system, dictate that soheduling protocols or timing of sshedule
notifications need to conform, then the Parties agree to negotiate in good faith to a mutually
agreed modifisation of this Section 6 as necessary,
7. PURCTIASD PRICE*S A}II} PAYIVIENT
7.1 E:rcept uihen either Pa$y's performance is excused as providcd heretq for the
Term of this Agreement, Seller slrall deliver all Net Output fmm the Facility to Avista at the
Point of Delivery. For all Nct Output delivercd to Avista at the Point of Dclivery, Avista shall
pay the applioable rate spocified in Sections 7.2,7.3,7.4 and 7.5 of tttis Agreement.
7,2 Base Enerw. For all Base Energy delivered to Avista at the Point of Delivery,
Avista shall pay Seller the applicable rate based upon the Avoided Cost Rates For Non-Fueled
Pmjects Smaller Than Ten Average Megawatts - Levelized in effect on the Effective Date
('Avoided Cost Rates') as specified in Exhibit B.
7.3 Surqluq.Eng_rsy. For all Surplus Energy delivered to Avista at the Point of
Delivery, Avista shall pay Seller 85 percent of the cunentmonth's Market Energy Price
("Surplus Energy Price').
7.4 Shorilall Enerny. If the month's Net Output is less than 90 percent of the
Monthly Net Output Estimare for thc conesponding month, Shordall Energy will be the same
month's actual Net Output delivered to Avista at the Point ofDelivery. For all Shortfall Energy
delirre,led to Avista atthe Point of Delivery, Avista shall pay Seller 85% of the cutent month's
Martet Encrgy Price f'Shortfall Energy Price").
7.5 Sxcess Enersq. Excess Energy is Net Output, expressed in MWh, which Seller
delivers to Avista at the Point of Delivuy that exceeds l0 aMW in a calendar Month. Avista, at
its sole discretion, may accept Excess Enetgy, but Avista will not pay for any Excess Energy.
Where Avista does not elect to acriept Excess Energy, and Sellsr delivers suoh urergy after
notification by Avista in accordance with Exhibit C, Sellu shall pay Avista liquidated damages
equal to $100 per MWh of Excess Eneryy delivered to Avista. The Parties agree thal the
damages that Avista would iucur due to Scller's delivery of Excess Energy wheu Avista does not
elect to accept Excess Energy would be difficutt or impossible to prrdict with celtainty and the
liquidated damages oontemplated by tlris provision are a fair md rcasonable calculation of sr:ch
damages and are not apenalty.
7.6 Pavments to Seller. Avista_shall prepare and submit to Seller monthly
statemats druing the Term of the Ageoment based rpon Net Output delivered to Avista during
the previous month- Payments owed by Avista shall be paid no later tlan the 15h day of the
month following the end of the monthly bitling period or five days after the receipt of a monthly
statement, whichever is later. If the due date falls on a non-Business Day, then the payment shall
be due on the next Business Day.
7.7 Pryuents to Avista and Riqht of Set QIf. If Seller is obligated to make any
payment or refinrd to Avista, Seller sgrees that Avista may set offsuoh payment or refund
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amount against any cunent or futurr payments due Seller under this Agreemeot. If Avista does
not elect to set ofl or if no cunent or future payment is owed by Avista, Avista shall submit an
invoice to Seller for such payrnents. Seller shall pay Avista no later than the 15tl' day of the
month following the end of the monthly billirrg period or five days after the receipt of a monthly
statement, whichever is later. If the due date falls on a non-Business Day, then the payment shall
be due on the next Business Day.
7.8 Inte-fest. In addition to the remedies set fotlh in Section 16 of this Agreement,
any amounts owing after the due date specified in Sections 7.6 and 7.7 will lle subject to interest
in the amount of one and one half percent (1.5ol0) pcr montfu not to exceed the maxirnurn rate
allowed by ttre law, multiplied by the unpaid balance.
7,9 Wire Trynrfer. All payments shall be made by ACH or wire hansfer in
accordance with furtrer agresnent of tbe Panies.
8. INSURA.NCE:SECURITY:Q9NTINTIINGOBI.,IGATIONS
8.1 Insurance Prior to the commencement of the first delivery of Net Output to
Avista, Seler, at its own cost shall obtain and maintain the following insurance inforce over the
tsm of,this Agrcement and shall pruvide ceitificate"s of all insurance polieies. All insurance
policies reguired to fulfi.ll the ruquiremenb of this Section 9 shall include language requiring that
any notice of cancellation or notice of change in policy terms be sent to Avista by the inzurance
canieds) at least sixty days prior to any change or tennination of the policies.
8.1.I Ge"neral Liability. Seller shall cary commercial gencral liability
insurance for bodily rqiury aad property damage with a minimum limit equal to
$e000,000 for each oceunence. The deductible shall not exceed the Seller's frnancial
ability to cover claims and shall not be greater than prevailing practices for similar
opemtions in the State of ldaho.
8.1.2 Propertv. Seller shall carry all-risk propqty insurance for repair or
rrplacemcnt of &e Facili$. The limit of property insuranco shall be sufiicient to restore
operations in the event of reasonably foreseeable losses fi'om natural, operational,
mechanical ad humau-caused perils. The deductible shall not exceed the Seller's
financial ability to fund the cost of losses and shall not be greater than prevailing
practices for similar operations in the State of ldaho.
8.1.3 Qualifviue Insursnce. The insurance coverage required by this Section 8
shall be obtained tom an insurance company reasonably acceptable to Avista and shall
include an endorsemeot naming Avista as an additional insured and loss payec as
applicable.
8.1.4 No4co of Logs or.Lqppe of hgurgnse bv Seller. [f the insurance
coverage required by this Section 8 is lost or lapscs for any reason, Seller will
immedimely notify Avista ia writing of such loss or lapse. Such notice shall advise
Avista of (i) thc reaton for srch loss or lapse and (ii) the steps Seller is taking to rcplace
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or reinstate coverage. Notice provided by the insurer required by Section 8,1 shall not
satisff the notice requirernent of this Section and Seller's failure to provide the notice
roquired by this Sectian anilor to promptly replace or reiustate coverage will constitute a
material breach of this Agreement
8.2 Security. For the Term of this Agreernent, Seller wilt provide Avista with the
following:
Prior to delivering any output from the Facility puflsuant to this Agreernent Seller shall provide
Avista a cash doposit, or other furm of security that is acceptable to Avista, that represents the
differcnce between the levelized paymentAvista witl pay and the non-levelircd payment thal
Avista wouldhave paid plus acsumul&ted interest. An estimate of each year's cash deposit is
show in Exhibit H, Drtimated Security Deposit by Year. The Security Deposit shall be tounded
to the nearest $5,000,
The initial Security Deposit of $10,000 shall be made be the first day of scheduled delivedes
(assurned to be November 1 , 2018). Once a year by thc l0s' business day of a new calendar year
Avista will re-calculate the Security Deposit amount to retlect actual generation from the prior
year and estimated generation for the current year plus acoumulated interest. Seller will insrease
the security deposit to rroflect such calculation by February l, or ifthe required Security Deposit
amount is reduced, Avista will provide a refund of any cash security that exceeds the amount
Seller is required to deposit with Avista for that calendar year.
Avista will hold this securily deposit in its account in a domestic bank (or a domestic branch of a
foreign baak) that has a senior debt rating of at least "A-" (or its equivalent) from Standard and
Poor's, Moody's, Fitch, DBRS or CBRS. Avista will pay daily interest on the amount deposited
on amonthly basis based on the Fed Funds rate as reportcd by the Federal Reserve Bank of New
York at https ://apps,new.vprkfed.or dmarl-c.gtdautorates/fed'lo20fu nd$,
Io the event of default as delined in Section l6 or early termination due to failute to per'form,
Avista is entitled to keep the total seourity deposit or a reduced arnount if Avista, at its sole
discretion, detennines thar the total security deposit sxceeds the amount required
8.3 Continuing Qfuligationr. For the Term of &is Agreement, Seller will pmvide
Avista with lhe following:
83.1 Insurancs. Upon Avista's lequest, SellEr shall provide Avista evideuce of
compliance with the provisions of Section 8.1 , If Seller fails to comply, such frilure will
be omaterial breach and may only be oured by Sellerpromptly supplying evideuce that
the requfued insurance covorage has been replaced or reinstated.
83.2 Enginesr'g Cerfificatiou. If requcstcd by Avi.sta, Sellel will supply
Avista with a Cer-tification of Ongoing Operations and Maintenance fum a Registered
Frofessional Fngineer licensd in the State of Idaho or the state in w]rich the Facility is
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located, which certification shall be in the fomr specified in Exhibit B, Seller's failure to
supply the ccrtificate rsquired by this Section 8.3.2 will be a material breash that may
only be cured by Seller prompfly providiug flre required ceftificate. Avista may request
the Certitication of Ongoing Operations and Maintenance required by this seotion once in
any three-year period during the Term.
8.3.3 Licensos and Permits. During the Tenn of this Agreement, Seller shall
rnsintain compliance with atl permits and licenses described in Section 3.3 of this
Agreement. In addition, Seller will obtain, aud supply Avista with copies o(, any new or
additional p€rmits or licenses that may be required for Seller's operations. At least every
fifttr yeal after the Effective Date, Seller will update the documentation described in
Section 3.3. If at any time Seller fails to maintain compliance with the permiu and
Iimnses described in Section 3.3 or this Section, or to provide documentation required by
this Section, srch failurc will be a material breach of this Agreement that may only be
cured by Seller submitting to Avista evidence of compliance.
e. CURTJ\ILMENT.II{TERRUPTION QR RED.UCTI9N or DE}IVERY
Avista may require Seller to curtail, interrupt or reduce delivery of Net Output if, in
accordauce with Section 10.2, Avista determines that curtailment, intenuption or rcduction is
neoessary becauso of a Force Majeure event or to protrect persolrs or property from injury or
damage, or because of emergencies, necessary systcm maintenance, system modification or
special op,erating circumstances. Avista shall use commercially reanonable efforts to keep any
period of curtailment inttmrption, or reduction to a minimum. In order not to interfere
unreasonably with Seller operations, Avistra shall, to the extent practical, give Seller reasonable
prior notice of any curtailment, internrption, or reduction, the reason for its occurrence and its
probable duration. Seller understands and agtees that Avista may not be able to pruvide notice to
Seller prior to intonupion, curtailment, or reduction of electrical energy deliveries to Avista in
emergency cfucumstances, real-time operations of the electic systern, and/or unplanned events..
IO. OPERATION
10.1 Communications aod Reooiline. Avista and the Seller shall maintain
appropriate operating communications tluoughthe Cornmunicating and Reporting Guidelines
specified in Exhibit C.
10.2 Ersue From Aqpeqtance of DeliverJ o{Fnersv.
10.2.1 Avista may curtail, intemrpt, reduce or suspend delivery, receipt or
acceptance of Net Ouput if Avista, in its sole discretion, reasonably determines that such
curtailment, intemrption, reduction or suspension is necessary, consistent with Prudent
Utility Practice, and that the faiiure to do so may:
(a) endanger any person or property, or Avista's electric system, or any
eleotric system with whichAvista's system is interconnectcd;
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@) cause, or contibute to, an imminent significant disruption of elechic
sewice to Avista's or another utility's customers; or
(c) interfere with any constuction, installatiory inspection, testiug, repair;
replacement improvemeut, alteration, modification, operation, use or
maintenance of, or addition to, Avista's electric system or other property of
Avista.
10,2.? Avista shall plomptly notifi Seller of the reasons for any such sudailmenf,
intemrption, reduction or suspension provided for in Section 10.2. Avista shall use
rgasonable effcrts to limit the duration of any such curtailment, intemrption, rcduction or
suspension-
103 Reserued.
10.{ Schedulcd Outaqe. On ot beforeDecember 15 prior to each calendar year, Seller
shall sub,mit a wdtten proposal of Scheduled Outages for the upcoming calendar year. Such
uritten proposal of Scheduled Outages shall contain the percentage of hours in each calendar
month wlrerc the Facility is expected to be on Scheduled Outage, Seller may trydate the annual
Scheduled Outagss proposal periodically, The Seller in no instance may change Scheduled
Outages for the current or following 2 oalendar months. Avista and Seller shall mutually agree
as to the acceptability of the proposal and any updates or changes to the proposal. The Partis'
determination as to the accepability of Seller's timetable for Scheduled Outagas shall take into
consideration Pnrdent Utility Practices, Avista's system requirements and Seller's preferred
sclredule. Neither Party shall unreasonably wi6hold acceptance of the proposed Scheduled
Outages. 'Ihe Parties shall cooperate in determining mutually acceptable times tbt Sctreduled
Outages.
f05 Sell,er'sRigk Seller shall design, oonstruct, ovm, operate and maintain the
Iracility at its own risk and expense in compliance with all applicahlc laws, ordinances, rules,
r',ogulations, orders and other rcquirements, now or hereafter in effect, of any goveru"mental
authority.
10.5 Avista's Risht to Inspect Seller shall pennit Avista to inspect and audit the
Facility, any relaled production, delivery and scheduling docrmrentation or the operation, use or
maintenance of the F'acility at any roasonable time and upon reasonable notice. Seller shall
provide Avista reasonable advance notice of any Faoility test or inspection performed by or at
the direction of Seller.
10,7 Seller Oblisptions in Aecordance $,ith PrElenf UglltI FracLipo.g. Seller shall
owa, operate and maintain the Facility and any Seller-owned Iaterconnection Facilities so &s to
allow reliable generation and delivery ofNet Ottput to Avista forthe ftrll Ternr of the Agreement,
in accordance with Prrdent Utility Practices.
II.O INTERCONNECTIONAI{D TRANSMISSION
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f 1.l Seller shall make all necessary arrangements and pay all oosts to interconuect its
Facility with tlre electrical system of such Transmitting Entity.
Ll.z Prior to the commencement of the first delivery of Net Output, Seller shall
provide Avista with copies of all executed Transmission Agreements in a form reasonably
satisfactory to Avistn, providing for the firm transmission of Net Output fiom the Facility to the
Point of f)elivery for the Terrr of this Agreement. Seller shall not consent to any modificatiou of
any finn Transmission Agrcement without Avista's advance written apprcval, which approval
shall not be unreasonably withheld.
ll.3 ln the event that Seller is required to curtail, intenupt or reduce delivery of Net
Output to the Point of Delivery, SeUer shall arrange at its ou,n expense to deliver Net Output to a
secondary point of delivery ("Altemate Point of Delivery"), and Avista shall use reasonable
commercial efforts to accept Net Output at such Alternate Point of Delivery.
tl.4 The lermination, cancellation or expiration of any Transmissiou Ageement
required to deliver electric energy to Avista under this Ageement shall constitute a material
broach of this Agreement, and Avista may terninate the Agrcement by grving Seller unitten
notice of such termination which shall be effcctive upon written notice of such termination,
cancellation or expiration of the applioable Transmission Agreement.
11.5 Sellsr shall be responsible for any and all costs and expenses related to
transrrission ofNet Output to the Point of Delivery under this Agreement, including but not
limited to Ancillary Services any costs or expenses incured by Avista rcsulting from the
Transnrission Agrecments ineluding but not limited to, any charges, reimbursable expenses or
other amounts payable by Avista to any Transnittiug Entity. Seller shall deftnd, indemni$ and
hold harrrless, Avista from all claims, losses, harm, liabilities, damages, costs, and expenses
including but not limited to, reasonable asomeys' feas, arising out of any act or omission of
Seller in connection with the Transmission Agreements, including but not limited to, any breach
of or default under any of the Transmission Agreements by Seller.
12. FORCE MAJEURE
l2.l Except as orpressly provided in section 12.6, neither Party shall be liable to the
other Party, or be considercd to be in breach of or default under this Agreement, for delay in
pcrformancc due to a csuse or condition beyond such Party's reasonable control which despite
the exerrise ofrcasonablc due diligencg such Party is unable to pre'vent or overoome ("Force
Majeue'), including butnot limited to:
(a) fire, floo4 earthquakg volcanic activity; court order and ast of civil, military
or govemmental authority; strike, lockout and other labor dispute; riot, inzunaction,
sabotage or waq unanticipatcd electrical disturtance originating in or transmitted through
srch Prty's elecbic system or any electric system with which such Party's systmr is
interconnected; or
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(b) an action taken by such Party which is, in the sole judgment of such Party,
necessary or prudenl to protect the operation, performance, integrity, reliability or
stability of such Party's electric system or any electric systenr with which such Pafly's
elestic system is interconnected, whether such actions occur automatioally or manually.
12.2 In the event of a Force Majeu'e event, the time for performance shall be extended
by a period of time reasonably necessary to overcome such delay. Avista shall not be ruluired to
pay for Net Output which, as a rezult of any Force Majeure event is not delivered.
123 Nothing contained in this Sectiou shall require any Party to settle any strike,
lockoul or other labor dispute.
12,4 In the event of a Force Majeure event, the delayed I'arty shall provide the other
Party notice by telephone or email as sootr as reasonably praoticable and written notice within
fourteen days after the occurrence of the Force Majerne event. Such notice shall include the
particulars of the o@urrence. The zuspension of perfounance shall be of no greater scope and no
longer duration than is required by the Force Majeure and the delayed Party shall use its best
efforts to rrmedy its inability to petform.
12.5 Force Majeure shall include any rmforeseen electrisal dishubance that prevents
any electric energy dEliveries from occurring at the Point of Delivery.
12,6 Notwithstanding anything to the contrary hereia" Force Majeure shall not apply
to, or excuse any default under, Sections 16.1(a), 16.1(h) or 16.1(i). For the avoidance ofdoubt,
Avista may declare Seller in Default if an evant dcssdbed in any of Sections 16.1(a), l6.l(h), or
I6.l(i) occrlrs and Avista may pursue any remedy available to it underthis agreement, including
draw upon the secrxity posted by Sellerpursuant to Section 8.2.
13. INDEMNITY
13.I Each Party shall defend, indemnify and hold harmless, the othq Party, its
directory ofrcers, employeeg and agents (as the "lndemnitce') from and against all claims,
demaads, causes of actiorq judgments, liabilities and associated costs and expenses (including
reasonable attorney's fees) to the extent arising fiom or athibutable to the performance or non-
perfomrmcc ofthat Party's (as the "Indemnitor') obligations under this Agreement, including
but not limited to, damage to tangible property and bodily injury or death suffered by any persor
(including employees of Seller or Avista or the public), provided that:
(a) No Indemnitee shall be indemnified for any loss, liability, injury, or darnage resulting
from its sole negligsnce, gross negligence, fraud or wiltful misconduct; and
(b) 'Ihe Indemnitor shall be entitled, at its option, to assume and control the defense ar:d
any settlement of such suit
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Hach indemnity set forth in this Section is a continuing obligation, sepalate and independent of
the other obligations of each Party and shall survive the expiration or terrnination of this
Agteement.
I3.2 SELLERAND AYISTA SPECIFICALLY WARRANT THAT THE TERMS
AND CONDITIONS OF THE TOREGOING INDEMNITY PROYISIONS ARE TITE
S{JBJECT OF MUTUAL NEGOTIATION BY TIIE PARTIES, AND ARE
SPECIFICALLY AFID EXPRESSLY AGRDED TO IN CONSIDENATION OT THE
MUTUAL BENEFITS DERIV}D UNDER TTIE TERIIffI OF TEE AGREEMENT.
13.3 EXCEPT AS E)(PRESSLY PROVIDED HER$IN, NEITHER PARTY
SIIALL BE LHBLE UNDER ANY PROVISTON Ox. THIS AGREEMENT FOR ANY
SPECIAL, INDIRECT, INCTTIENTAL, CONSEQ U ISNTIAL, OR P U N ITM DAMAGI:S,
INCLUDING BUT NOT LIMITEII TO LOSS OF PROTIT, SAVTNGS OR REVENIJE,
LOSS OF TIIE USE OP EQUIPMENT, COST OI" CAPII'AL, oR COST Of
TEMPORARY EQUIPMENT OR SERYICES, WIIETIIER BASED IN WHOLE OR IN
PART IN CONTRACT, IN TORT, INCLUDING NEGLTGENCE, S'TRICT LIABILITY,
OR ANY OTIIER THEORY Of,'LIABILITY.
14. ASSIGNMENT
l4.I Seller shall not assign its rights or delegate its duties under this Agreement
wilhout the prior written consent ofAvista, which consent shall not be rmleasonably withheld.
Subject to the foregoing restictions on assignments, this Agreement shall be fully binding upon,
inue to the benefit ofand be enforceable by the Parties and their respective successors, heirs and
assigns.
14.2 Seller shall have the right, subject to the obligation to prnvide security specified in
Section 8, without Avista's consent but with a thirty days prior written notice to Avista, to make
collateral assignmcnts of its rights under this Agreement to satisfy the requirements of any
development construction, or other rcasonable long term financing. A collateral assignment
shall not constitute a delegation of Seller's obligations under ilris Agrcemont, and this Agreement
shall not bind the collateral assignee. Any collateral assignee succeeding to any portion of the
ownership inrerest of Seller shall be considered Seller's succe{rsor in interest and shall thereafter
be bound by this Agreement.
15. NO UNSPECIFmD TIIIRD PARTY BENETICT.{RrES
Thorc are no thfud party beneficiaries of this Agreeurent. Nothing contained in this
Agreement is intended to confer any dght or interest on anyone other than the Parties, and their
respective succeslors, heirs and assigns pemritted under Section 14.
16, DEFAULT AND TERMINATION
16.1 ln addition to any other breach or failure to perform under this Agreement,
including without limitation failure to deliverNet Output in the amounts required by this
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Agreement that is not otherwise excused under this Agreement, each of the following events
shall constitute a Default:
(a) Seller abandons the Facility;
O) The Facility ceases to be a Quali$ing l'acility;
(c) A Party becomes insolvcnt (c.g., is unable to meet its obligations as they
become due or its tiabilities exceed its assets);
(d) Seller makes a general assignment of substantiatiy all of its assets for the
benefit of its creditors, files a petition for bankruptcy or rcorganization or seeks other
relief under any applicable insolvency laws;
(e) Seller has filed against it a petition for bankruptcy, reorganization or other
relief under any applicable insolvency laws and such petition is not disrnissed or stayed
within sixty days after it is filed;
(f) Seller is in default under any Agreement related to this Agreement;
(g) Termination, cancellation or expiration of any agrcement required for Seller to
deliver electric enerry to Avista under this Agreement, inoluding but not limited to ttre
Transmission Agreement or the lfierconnection Agreemenl;
(h) Sello has failed to deliver output lium the Facility for a period of six
consecutive calendar months or a total of180 calendar days in any calendar year; or
(i) Sellcr fails to post the security, or Eny part thereo{ as required by Seotion 8.2.
162 Noticc end Opportunity to Cure. In the event of a Default, the non-Defaulting
Party shall give written notice to thc Defaulting Parfy of a Default in accordance with Section 29.
Except as provided in Section 16. 1(e), if the Defaulting Party has not cured the breach within
thirty days after receipt of such uritten notice, thc non-Defauhing Party may, at its option,
terminate this Agreement anilor pursuc any ramedy available to it in law or eauity;provided
that, if a Default occurs under Sections 4.3,5.4,5.7, l6.l(a), l6.l(g), l6.l(h) and/or 16.1(i),
Avista may immediately termiuate this Agreement wiilrout opportunity to cure, and such
termination shall become effective upon unitten notice of Default.
163 Additional Rights and Rcmedies. Any right or remedy afforded to either Parg
under this Agreennent on accourt of a Default by the other Party is in addition to, and not in lieu
of, all other rights or remedies available !o such Party under any other provisions of this
Agreemen! by law or otherwise on account of the Default.
16.4 Danragos. If this Agreement is terminated as a resuh of Seller's Default after the
Effective Date, Sellershall pay Avist4 in addition to other damages, the positive difference, if
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any, between the purcha.se price specified in Section 7 .2 and the cost to replace the Net Output
for [welve months beginning on the date of the original Default, plus all associated transmission
costs to Avista to acquire such replacement Net Output.
17. DISPUTERESOI,UTION
Fach Party shall strive to resolve any and ail difhrences during the term of the
Agreement thrcugh meetings and discussions. If a dispute cannot bc rcsolved within a
reasonable time, not to exceed thirty days, each Party shall escalate the r"rmesolved dispute to a
senior offrcer designated by each Party. If the senior officerc are not able to resolve the dispute
within ten Business Days of escalation then either Party may either agree to mediate or arbinate
the dispute or request a hearing beforc the Commission.
I8. RELEASS BY SELLI]R
Seller releases Avista from any and all clains, losses, harur, liabilitics, damagcs, costs
and expenses to thc extent resulting from any:
f 8.l Electric disfurbance or fluctualiou that migrates, directly or indirectly, fronr
Avista's electtic system to the lracility;
18, Internrption, suspension or euilailment of electic service to the Facility or any
other premises owned, possessed, contolied or served by Seller, which intenuption, suspension
or qutailment is caused or contibuted to by thc Facility or the interconnection of the Facility;
18.3 Disconnectioq intemrption, suspension or curtailment by Avista pursuant to
tenns of this Agreement or the lnterconnection Agreement; or
19. GOyERIYMENTALAUTHOBTTY
This Agreement is subject to the nrles, regulations, orderr and other requirements, now or'
hercafter in effeot, of all govemmental authorities having jurisdiction over thc Facility, this
Agrcemen! tbe Parties or either of them. All laws, ordinances, rules, regulations, orders and
other requirements, now or heusaft€r in effect, of govcnunental authorities that arc required to be
incorporated in agree,ments ofthis character are by this reference incorporated in this Agreement.
20. SEYERAL OBLIGATIONS
The duties, obligations and liabilities of the Parties under this Agreement are intended to
be several not joint or oollective. This Agreement shall not be interpreted or construed to create
an association, joint vcntrre or partnership betweea the Parties. Each Party shall bc individually
and severally Iiable for its own obligations under this Agreernent, Furthu, neithcr Party shall
have any rights, ponrcr or authorlty to enter into any agrcement or undertakiug for or on behalf
of, to act as to be an agent or representative of, or to otherwise bind the other Party.
2I. IMPLEMENTATTON
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22. NON.WAIVER
The failure of either Party to insist upon or cnforoc shict pertormance by the ottrer Party
of any provision of this Agreemenl or to exercise any right under this Agreement shall not be
construed as a waiver or relinquishment of such Party's right to assert or rely upon any such
provision or right in that or any subsequent instance; rather, the sarne shall be and remain in full
force and efifect.
23. AMENDMI4NT
No change, amendment or modification of any p'ovision of this Agrcement shall be valid
unless set forth in a written arnendmentto this Agreement signed by both Partes and
subsequently approved by the Commission,
24, CEOICE OF LAWS AT{D YENUE
this Ageement shall be construed and interpreted in accordance with the laws of the
Statc of ldaho without reference to its choice of law provisions.
2s. rrEA-pINGS
The Section headings in this Agreement are ftr convenience only and shall not be
considered part of or used in lhe interpretation of this Agreement.
26. SEYERABILITY
The invalidity or urenforceability of any provision of this Agrecnrent shall not affect the
validity or enforceability of any other provision of this Agreement, and this Agreement shall be
construed in all reqpects as if the invalid or unenforceable provision were omitted.
27, COUNTERPARTS
This Agreement rnay be executed in two or more couatcrparts, cach of which shell be
deemed as an original, and together shall constitute one and the same document.
2E. TAXES
Each Party shall pay before delinquency all taxes and other goveronrental ohargcs which,
if failed to be paid when due, could result in a lien upon the Facility or the Interconnection
Facilities.
-21 -
Each Party shall proruptly take such action (including, but not limited to, the execution,
acknowledgement and delivery of docurnents) as may be reasonably requested by the other Party
for the implemcntation or continuing performance of this Agreement.
Final
June 6, 2018
29, NOTICES
Unless otherwise specified, all written notices or other communications rcquircd by or
provided undel this Agreement shall bc mailed or delivered to the following addrcsses, and shall
be considered delivered when deposited in the US Mail, postage prepaid, by certified or
registered mail or delivered in person:
to Avista:I)irector, Power Supply
Avista Corporation
P.O. Box 3727
Spokane, WA 99220
to Seller:Donnatewis
City Recorder
City of Cove
P.O, Box 8
Cove, OR 97824
Eitrer Party may change its designated representative to receive notice and/or address
specified abovc by grving the other Party written noticc of such ohange.
30. SI.JRVIYAL
Rights and obligations whictr, by their naflue, should survive termination or expiration of
this Agreement, will remain in effect until satisfied, including without limitation, all outstanding
financial obligations, and the provisions of Sectioo 14 (lndemni$) and Section l8 @ispute
Resolution).
31, ENTIRE AG.R"EEMENT
This Agpeement, including the following exhibits whiclr are attached and incorporated by
refeteirce herein, constitutes the entire agreemenl of the Parties and supersedes all prior and
oontsnlroraneous oral or writlen agrcements between the Parties with respect to the subject
matter hereof,
Exhibit A
Exhibit B
Exhibil C
Bxhibit D
Project Description and Point of Delivery
Rates
Communications and Reporting
Independent Engineering Certifications for Construction Adequacy for a
Quali&ing F'acility and Operations and Maintenance Policy
Lritial Capacity Determination DosumentationExhibit E
-22-
FInel
June S,20IS
Exhibit F Tranmission Agroemcnt
ExhibitG IntsrsonnectionAgrcemcnt
Exhibit H Estimatcd $ecurity Deposit by Year
IN WIIT{XSS WIIEREIO$, the perti$$ hgvr oaumd *ris Agpoenrcnt to bc cxlcutcd by
their duly a'&orized reprcsotatirrcs as of &c dm sct fortb blow.
SELLPR
Print*d Printed
fYl t ,t{
Dr*: &fr ;'r l r {
r {i{
I
-23 -
I *.,,r" *
I
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Final
June 6, 2018
Exhibit A
Proiect Description and Point of Delivers
Descriotion of tle Facilitv:
Seller's Facility is desoribed as City of Cove Hydro and consists of: 800 kW hydroelectric QF
Location:
Seller's Facility is located: 67694 Mill Creek Lane, Cove, Orcgon, 97824
Poiut of Delivcrr: IIATWAI by means of interconnection with and tansfer over Oregou Trail
Electris Consumct's C,ooperative (OTECC) and then transmission through Bonneville Power
Adminishation' s @PA) BPAT.AVAT.
-24 -
Final
June 6,2018
Rates
Exhibit B
Contract
Leneth
Levelized
Price
Season L Pricing
(108%)
Season 2 Pricing
(84%l
Jul-Feb Mar-Jun
20 years S48.s4 Ssz.+z $qo.tt
-?5 -
Final
June 6,2018
Erhibit C
Communication snd Reoortins
(1) nmait communications between Seller and Avista shall be submitted to:
Avista: chris.&[e-mail]; ot
steve. [e-mail]
Seller: Donna Lewisr [e-mail]
Altemate: Mike Brown 541.786,0377
(2) All oral communications relating to elestric enersr scheduling, generation level changes,
intonrptions or outages between Seller and Avista will be communicated on a recorded line as
follows:
(a) Prc-Schedule (5:30 am to 12:00 noon on Business Days);
Avista Pre-Scheduler: (509) 49549 I I
Altemate Phone: [phone]
Seller: Mike Brown
Altemate Phone: 541.786,0377
(b) Real-Time S_chedule (available 24 hous a day)
Avista Real-lime Scheduler: [phone]
Seller: Mike Brown
Altemate Phone: 541.786$377
(3) Either Party may change its contact information uporr written notice to the other Party.
-26 -
I
X'iaal
June 61 20LB
Exhibit D
Indeoendent Ensireerine Certilication for
Construction Adequacy for a Oualifyins Facilitv
N/A No New Construction
am a licensed professional engineer registered to
practice and in good standing in the State of .--.-__. I have substantial experience in the design,
construction and operation of electic powff plants of the same type as
(Title of QF) sited at _ in
County, State of
-*
(the "Facility").
2. I have reviewed and/or supervised the review of the construction in progress and
of the completed Facility and it is my professional opiniou that said F'acility lras been designed
and built according to appropriate plans and specifications bearing the words "CEITTIFIED FOR
IDAHO P.U.C. SECLJRITY ACCEPTANCE" and with the stamp of the certifuing licensed
professional engineer of the design, and that the Facility was built to commercially acceptable
standards for this type of facility.
3. I have no economic rclationship to the designer or owner of said Facility and have
made my analysis of the plans and specifications independently.
4, I hereby CERTIFY that the above statements are complete, true, and accurate lo
the best of my knowledge and I therefore set my hand and seal below.
Signed and Sealsd
DA'TE:
SIGNATTJRE:
PRINTED NAME:
I,L
27-I
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Final
June 6,2018
Indenendenf Ensineerine Certilicetion for
Ooerations end Meinfenance P-olicy for a OualifvinelacilitY
C.rttfication Below
APIIENDIXD
ENO INBBN.'S CBRTIFICATION
Tho rurdeslgned
strlcr rnd ocrllllw rr lollorvu
C,N -/n f8ngltrcor) liorcby
l. Tltit &tglttqr| ls a lJoanscd hofossiollat Btgirrcr in Sood Jordhrg ln lho Sln;o of Orogorr.
2, That Eoglnaor har trvlo$,cd llto Porv!il l\rrohlso Agrronraot, horohaher, rtAgreulrnl," hetrycol
OTEC nr Btrycr, ud Cily ofCovo er Scltcr, a*ca 2 I J nn a Zq t/
1, t'lnl tlto PmJrcl rvhloh lr ths desodtod ln lho Aertotlcnl ls oorrrnmrily knoun ar llro City of
Covo Hydrocleclrlo Prdeol. looated ltt Mlll Creck, Unlop Couttly, Oregon rvlth o rmmophto oapRctty rntlng
of E00kW,
4. thit Bltllugtd ltor rtlxloutlol or;*flonoo ln lltc d arlgr, corrs{ruollon ond oparillol of olcltrh
po$u'plaNc of lhocunc lyp0 nE mh Prdoot,
t. 'Itnt BnBlnoorhrs no oconomio rddiauhlp h tho DcdEr Englncor of tlrb ProJcot.
6. Thll Erglnccr lms urado r phyrlcd lnrpetlor of lhcProJcot arrd lu opa'rtlorr and nnlnlona6cs
(O & M) aoot& md polloy. [t le &tglmilia pofierhnal oplnlorr, bnsod ot tllc Prqlcct'r rrppcarrucq thrt
tho urgofug O & M lrm bcou ululnltlnlly io u.rrrdrlroo wlrh lla Prdcctir O&M pollcy; rlnt l[c projoct is
ln roasounbly 3ood opcrallug ootxllliqri md thtt lf rdlrcrtoco to rild O*lvl Polloy oorillnuo, tho Ptojral
wltl oonllruc ilodrcbrg et or'nmr llr dolgr oloctdcrl oulpul, clliohocy ud plarl ftcftor for llrc tcrrr of
tboAgrcomnt
?- ThrlBrrghoorruooprlzu{rdoTBC,traccordancorr,ttf,prr,er.t,5*,1,odEfri#,,O
tdylng on Xrylncot'r mpmsu[rtlutr rnd opltrlou ooolalncd hr tlllr stltEmilt.
E. Thnl BBltEal,oorllfb lll0l lho nbovo rlitflr0[F rn oonploto, truo md noormlB to t[|! bo* of
hidhor tmwledp $d llrcmhn solr ildha lrrnM and ssl
By
t/,r
APPTNOIX 0.1
Elhibit E
0nE00ft
-28 -
ft 'ars Q/g/zarg
Final
June 6,2018
Initiel Csnncity Determlnatiou Documeutation
Cove to insert
800 kW Hydroelecttic Facility
-29 -
Final
June 6,2018
E*ibit r
Transmission Agreement
See Attached BPA TSR cotrIifltration.
llru 5r6l2otB to:17 aMU RowqDeborah J {BPA} - TSIM-DTT-1 <<Ijrovue@bpa,9ov>
Contlrrtrd Coue TSn 865r8t89
UJz THrrcmDro;'€UraddolDcirdrd&fi0'
T.yhr,BE: {tPA} - ISE-IPP-'
lrh lthblto[alGH0rocoatt'l^!flrotEa
ronl you,
:b Rowc
rbllc Udlltles speclallst, Rcs€rvatlon 0e*
-30-
IErMt
I
Finsl
June 6,2018
Erhibit G
Interconnection Asreement
See Attached OTECC Lrterconnection Agreement.
-31 -
Interconnection and Transmission Agreement
Between and By
Oregon Trail Electric Consumers Cooperative, fnc. and
City of Cove
TABLF.OF CONTENTS
ARTTCLE r DEFINITIONS...................
ARTICLE 2 INTERCONNECTION FACILITIES AND SYSTEM UPGRADES....,........................."....,.3
2.1 Agrcement to Continue lnterconnection................... ....................'.'.-.3
2.2 Generator-owned lnterconrrction Facilities ...-.....'.'....'3
2.3 Construction and Installation of OTEC-owned lntcrconnection Facilitie,s and SystemUpgrades.-... ..........,.........'4L4 Procurement and Constnrction Costs"...... ....................'4
LS Testing of Facilities ,.....,-..4
L6 Change in Transmission Voltage2.7 RegulatoryApprovals2.t Power Purchase...-................
ARTICLE 3 CONTINUING OBLICATIONS AN'D RESPONSIBILTTIES
3.1 FaciliU Design and Final As'Built Parameters.'......'.....
3.2 Other Services
3.3 Access Ri9ftts.......,...
3.4 Opaation and Maintenance of the Facility and Generator-owned Intersonnection Facilities.......
3.5 Operation and Mainlenance of the OTEC-owned lntErconnection Facilities and OTEC'sSystem. --....-.........-............73.6 Scheduled Ouraeps and Maintenarre Scheduling.... ...........................8
3.7 Emergency Procedures.... ........................8
3.8 Abnormal or Out of Limit Opcrating Conditioo Procedures. .............9
3.9 Protctive Relays ........,.....9
l0
and Record KeepingObligations and Audit Rights.
3.12 Responsibility for Safety of Employees, etc.................
3. I 3 Compliance wifi Applicable Laws.............
ARTICLE 4 TRANSMISSION PROVISIONS.............
4.1 Trarumission of
4.2 Payment for Transmission Service
4,3 Curtailment..4.4 Request to lncrease Msximum Demand ...,..,,.......,.,... t2
ARTICLE 5 BILLING PROCEDURES...,,...............t2
ARTICLE 6 COMIDENTIALITY
3. r0
3.t I
6-2 Exempt lnformation and Documents...........-........ ............................13
6.3 Notification. ....................13
6.4 Usc of Information or DocumeDtatiom.......... .....,........136.5 Remedies Regarding Confidentiality.. .,........,............. t4
ARTICLE 7 TERM, TERMINATION, AND DEFAULT... .......................,... 14
I
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7,1 Tcnn and Effective Date .............. .........14
7.2 Effect of Expiration or Terrnination of Agreement on Liabilities and Obligations...................... l4
7.3 Effectivoness of Certain Prrvisions after Expiration, Carrcellation, or Ternrination ofAgreement ...................... 14
7.4 Rcmoval of lnterconnection Facilities afier Expiration or Termination of Agreement..........,..... l4
7.5 f)a&rrlt
?.6 Rcmcdics upon f)eferrlt
7.7 RemediesCumulative..
ARTICLE 8 REPRESENTATIONS.
8.1 Rcprcsentations of OTEC8.2 Representations of
8.3 Represenations of Both Parties...........
8-4 FurtherAc1s.............
ARTICLE 9 DISPUTE RESOLUTION
9.1 Parties to Address First..............
9-2 Attomey's Fees -...--........
ARTICLE I O INSURANCE................
l4
t5
t5
t5
l5
l6
t7
t7
t1
11
IE
r8
l8
l8
l0.l General
102 Claims Made..--........
10.3 Cerdficates of lnsursnce; Copies of Policies..... .....,...18
I 0.4 Waiver of Subrogation....................l8
l8ARTICLE I I NOTICES
I1.1 General
11.2 Changcs
I 1.3 Emergensies.....-.....,
I I.i[ Authority of Pary Reprcsentatives
I lJ Poinls ofContacg 24-hour Cnntact
ARTICLE 12 FORCE MAJEURE
12.2 Force Majeurc Deftned ............-............20
ARTICLE 13 LIMITATIONS ON LLABILITY AND INDEMNIFICATION.. ...................20
I8
r9
t9
I9
t9
r9
l3.t
t3.2
20
2t
13.3 Furtherlimitation of Liabilit1.... ..........21
13.5 No Duty to Non-Parties... ......................2t
13.6 No Public Dedication .2t
ARTICLE I4 INTEGRATION.......
I
15.3 No Liability for Acts of Other Party '.....'......
ARTICLE 16 WAIVER
Exhibit2 Point of Receipt and Pointof Delivery................
Exhibit 3 Ratcs and Payment Mahodolog.........
1''
..22
2_a16.l Waiver Pennitted......
16.2 Limitcd Nature of Waivers ..-................22
ARTICLE 17 AMENDMENTS............ -.----.--...'-.22
17. I Amendmenls -.....-......
ARTICLE I8 SUCCESSORS, ASSIGNS, AND THIRD-PARry BENEFICIARIES ...............
18. t Binding on Parties, Successors and Assigns ..
18.2 OTEC Assignment Rights.,.........
18.3 GeneratorAssignment Righs.
ARTICLE I 9 GOVERNING LAW.,..
l9.l Govcrning Law ..............
ARTICLE 20 COUNTERPARTS
20. I Counterpart ExEcution Pennitted......
ARTICLE 2 I HEADINGS AND CAPTIONS ............,...
2l.l No Effect on Interpretation
ARTICLE 22 SEVERABILIry...............
22.1 Severable Natme of Agreement ............24
Exhibit I Intcrconnection Facilities.
,7
22
77
,?
23
23
t)
23
23
24
24
24
Exhibit4.......
25
26
n
28
2t
29
30
3r
32
TINTENTIONALLY BLANKI ......
Exhibit5 IINTENTIONALLY BLANKI
Exhibh 6 Mocimum Transmission Demand...,....
Exhibit 7 Metering
Exhibit 8 Facility Operating Restrictions...
ut
This INTEBCONNECTION AND TRANSMISSION AGREEMENT ("Agrcemenf') is
made as of ttris fruV of il V .201t, by and beween Oregon Trail Electric Consumers
Coopcrativg Inc. COTEC'),addthe City ofCove, Oregon ('Gcnerator), (refened to
INTERCOI{I\IECTION AND TRANSMISSION AGREEMENT
collectively as tlrc'?arties" or, individually, as a "PartS/').
WHEREAS, Generator has an elearic generation facility ("Facility"), located at Mill
Creek, Union County, Oregon; and
WHEREAS, Generator desires to irterconnect the Facility with OTEC's transmision
and disribution system ('OTEC's System"); and
WHEREAS, Crcnerator desircs to sell power from the Facility to Avista Corpontion
("Avista'"), a third-party buyer, and OTEC desires to dcliver such power to Avista;
NOW THEREFORE, in consideration ofthc mutual represcntations, covenants and
agrcements as set forth in this Agfeement, and other good and valuable conslderation, the receipt
and sufficiency of which is hereby acknowledged, the Parties hercto aglte as follows:
ARTICLE T
Df,flNITIONS
l.l 'Abnormal or Out of Limit Operating Condition" means any condition on the Facility,
Interconnestion Facilities, OTEC's System or tlp transmission sysrcm of other entities
thet is outside nominal operating pararncters such that facilities are operating outside their
nominal ratings or reasonable opcrating limie have been exceeded but that has not
resulted in an Emergency. An Abnormal or Out of Limit OperatingCondition may
include, but is not limited to, high or low deviations iu: voltage, frequency, power factor,
cguipment bmpetanre, equipment pr€ssurrs, and o&er cquipment and opcrating
par|metcrs.
t2 "'Agrcement" means this Interconnection and Transmission Agreement between
Generaton and OTEC, including all Exhibire anached hercto, as the same may be
amended, supplemented, or modified in accordance with its terms.
I 3 "Effective Date" has the meaning set forth in Section 7.1
1.4 "Emergency" means a condition or situation that: (A) presents an imminent physical
threat of danger to life or a significant threat to health or propcrty; or (B) could cause
imminent sigrrificant disruption on or significant darnage to thc Facility, the
Interconnection Facilitieq OTEC's System or the facilities and oquipment of OTEC or its
retail customerc.
I
1.5 "Enginecring and Design Studies" means those studies conducted in accordanc€ with
Prudent Utility Practice in order to dctermine the design and specifications for the
lnterconnection Facilities and/or the Systcm Upgrades.
1.6 "Facility" means an existing hydroelectric generating plant owned and operated by
Generator and locatcd in Mill Creclq Union County, Oregon with a nameplate capacity
rating of 800 kW.
1.7 "Facility Station Service" means all electric servica requirements used by Gencrator in
connection with the operation and maintenance of the Facility; including, but not limitcd
to, stand-by, supplemenul, bac*,-up, maintenance and intenuptible power.
1.8 *FERC'means the Federal Energy Regulatory Commission.
1.9 "'Ceneration" means the capacity, €nergy and/or ancillary services produced at the
Facility.
l.l0 'oGeneratoro'has the meaning set forth in the inuoduclory paragraph of this Agrccment
and includes its permitted succossors and assigns.
l.l I "Generator-owned Interconnection Facilitics" means any fhcilitieu or portions of facilities
owned by ttre Generator betwesn the Facility and the Point of Reccipt that arc ncc€ssary
to physically and electrically inrcrconnect the Facility to tlre Point of Receipt
l.l2 "Interconneclion Facilities" means ths OTEC-owncd Intcrconnection Facilities and the
Generabr-owned Interconnection Facilities, collwtively. The Intenconnection Facilities
are described in Exhibit l.
l.l3 'Metering Point(s)" moans the poin(s) at which the amount of Generation delivered to
thc Point of Rcceipt is measured.
l.l4 'NERC" mcans thc North Amcrican Electric Reliability Council or any succcssor
organization.
l.l5 "OTEC" has the meaning set forth in the introductory paragraph of this Agreement and
its pcrmitted successors and assigns.
l.l6 'OTEC'owned lnterconnection Facilities" means all those facilities or portions of
facilities owned by OTEC between thc Point of Receipt and OTEC Polc Number
04fl241713 below the clrtouts locarcd on said pole, as described on Exhibits l, whidr is
thc point of intermnnection with OTEC's Systcm; and also including OTEC owncd
facilities, whercver locatedn used to correst the reactive component of tte power
produced by the Generator.
l.l7 "OTEC's System" mearui the transrnission, distribution and interconncction fasilities,
including any System Upgrades, oumeq oporated or contollcd by OTEC, including those
2
that are neoessary to dcliver the Generation from the Point of Receipt to the Point of
Delivery.
l.l I "Party' or "Parties" has thc meaning set forth in the introductory paragraph of 0ris
Agrcernent.
l.l9 "Point of Delivery" mcans the point at which OTEC's System is connected to the
Bonneville Power Administration's (BPA) La Grande substatiorq as describcd in Exhibit
2.
1,20 "Point of Rcceipt" mcans the point at which thc Oenerator-owned lnterconncction
Facilities are connccted to the OTECowned Interconncction Facilities, m described in
Exhibit2.
l.2l '?rudcnt Utility Practice" means the praclices, methods and acts engaged in or approved
by a significant portion of the elecric utility indusry in ttrc Untted States during the
relevant time perio( or any ofthe practices, methds and acts ttrat, in the exercise of
reasonable judgment in light of the facts known at ttretime thc decision was madg could
have been expooted to accomplish the desired result at a rcasonable cost consistent with
good business prastioes, rcliability, safery and expedition. Prudent Utility Practice is not
intended o be lirnitcd to the optimum practice, msthods, or act to the cxclusion of all
others, but rather includes all acceptable practiceg me$o{ or acts genemlly accepted in
the rcgion. Prudent Utility Practice shall include. but not be limited to, rpplicablc law and
regulatory requiremcnts, and the criteria, rulcs and standards promulgarcd by NERC or
WECC, or as set forth in the National Electrical Safety Code and Nationtl Elcctrical
Code as thcy may bc amended from time to time, irrcluding the rules and guidelines and
criteria of any successor organizations.
122 *Systcrn Upgradcs" metns ttrat portion of ury modifications, upgrades or additions to
OTEC's System that rnay bc rquired to dclivcr powEr from the Facility to ttlc Point of
Delivery, and o be constructcd and installed under this Agreement.
123 "WECC" means the Western Electricity Coordinating Council or succcssor organizalion.
ARTICLE 2
INTERCONNECTION trACILITIES
AND SYSTEM I'PGRADES
Agroemont to Conflnue Intercoonecfion. The Parties hereby agree that the Facility
shall continus to be inrcrconrected to OTEC's System ar the Point of Receipt for fte term
ofthis Agrement
Generator+wued Intercontregtlon Faclllttes.
2.t
22
3
2.3
2.4
2.5
2.2.1 Generotor-owned Interconnection Facilities must be designed, constructed,
installed and maintained in accordance with applicable Engineering and Design
Studies and Prudent Utility Praotice. Generator agrocs to rnaintain in accordance
with this Agreemeirt and all industry applicable standardq all Gcnerator-owned
Interconnestion Facilities as described in Exhibit l.
2.2,2 Inspection ofcenemtor-owned kterconnection Facilities. OTEC may, with prior
naritten notice to Generator, inspect the Gencrator-owncd Intcrconncction
Facitities to ascertain whetherthc Generatorowncd Intcrconnection Facilities
confinn to applicablc Engineering and Design Studies and Prudent Utility
Practice. Generator agrses to makc any modifications or repairs, at its own
sxpenso, needed for the Generator-owned Interconnection Facilities to comply
with applicable Engineering and Dcsign Studies or Prudent Utility Practicc.
Congtruction and llstrlhtbn of OTEC-owned Intercounection Facflifies and
Sptem Upgradcs.
2.3,1 Constructionond Installation.(A) OTEC-owned lntcrconnection Facilities and any Sysrcm Upgrades shall
be designed, constructed, installcd and maintained in accordancc with
applicable OTEC Engineering and Desigr Sandards and Prudent Utility
Practiceq and shall be sufficient to delivcr thc Gcneration to thc Point of
Delivery. OTEC agrees to maintain in accordancc with dtis Agrrcment all
OTEC-owned Interconnection Frcilitics as dcsoribed in Exhibit I and
System Upgndes.
(B) OTEC-owned Interconncction Facilitics and any System Upgrades shrll
bc constnrctcd and installcd only by OTEC or a third-party conhactor
selectcd by OTEC. OTEC shall obain any lan{ pfinits, eascments,
licenses or rights-of-way reasonably requircd for the oonstruction,
installation or operation of tre OTEC-owned Intcrconncction Fapilities
and System Upgrades.
Procurremeut aod Construclion Cosb. Generator shall bc rcsponsible for all
procuremqrt and construction costs rclatcd to OTEC-ovmed Intcrconncction Facilities and
that portion ofany Systcm Upgrader attributablc to OTEC's provision of scrviccs to
Generator under this Agrcemcnt. Gcnerator also shall be rcsponsiblc for all Gcnsator-
approved costs of completion of Enginccring and Dcsign Studics undertaken by OTEC
solely for purposcs of complying wiilr this Agrccmcnt.
Testing of Facilities. Gencrator, at its sole cost, shall tcst thc Facility and the Generator-
orvncd Intorconnection Facilities, including interconncction rclaying circuit brcakcrs and
zuch ottrcr cquipment as rcquired by OTEC for protcction of ttrc Transmission Systan.
OTEC shall bc allowcd to observe such tcsting and shsll bc provided with copics of all
test rcsults.
4
2.8
2.6 Change in Treusmissiou Voltage, Atprcsenf OTEC's system at thc Point of Reccipt is
configured as thrca phasc, grounded wyc, 13,800 Volts phasc to ground. OTEC may
changc the voltage to 14,400 Volts phasc to ground. lf such churp o@uts, Generator and
OTEC will coopcratc in cmrdinating schedules for thc modification of facilities to
accommodatc a change in voltage, such changc to occur upon 30 days' notice to
Gencrator.
2.7 Regulatory Approval* The Parties strall coopcrate in timely sceking and obtaining all
rsgulatory approvals, certificateE liccnscs or authorizations ncccssary for each to cany
out its responsibilities undr$is Agreement.
Power Purchase. This Agrtcment does not constitute an agrecment by OTEC to
purchasc Gencrator's powcr, nor docs it constitutc an clectric scrvicc supply agrccment.
ARTICLE3
CONTINIIING OBLIGATIONS AND RESPONSIBILITIES
3.1 Facility Design and Flnel As.Built Perameterr. Within l0 days of0rc exccution of this
Agrccment and subscquently within 45 calcndar days of cornplcion of any additional
construction or modification to the Facility or Gcncralor-owned Intermnnection
Facilities, Gcnerator shall provide nvo complet sets of "as built" technical drawings of
those portions of&c Facility or the Generator-owned lntsroonncction Facilitics requested
by OTEC and that are relevant to thc interconnection of thc Facility or delivery of
Gcncration puruant to this Agrcemcnt Altcrnativeln Gcncrator shall confirm that illc
"as built" drawing prcviously providcd to OTEC regarding thc Facility rcrnain
unohangcd. Such as-built drawings shall includc single linc AC schematic, relay and
contro! wiring, rcactive capabiliry curvcs and such ottrer information rcasonably
rcquested by OTEC and reasonably available !o Gcncrator.
3.7 Other Services.
3.2.1 Facility Station Sertice. Any Facility Station Service needcd beyond that provided
by thc Facility whsn in operation will bc provided by OTEC under separate
agreement or applicable raE schedule or tariff.
3.2.2 Ancillary &lrviccs. OTEC does not have the capability to providc and is not
providing hcrcunder Generator control area senices or ancillary services such as
reseraes, Gncrgy imbalance, schcduling or regulation. To &e sxtent that OTEC
incurs charges for ancillary sewices that are duc to the operation of the Facility,
OTEC will pass such charges through to Generator and Ere Gencmtor shall pay
such chargcs.
3,2.3 Other Services. This Agreemcnt does not obligate either Party to provide, or
entitle ei&cr Party to rcceive, any scrvice not expressly providcd for herein. Erch
Party is rcsponsible for making thc arrangeinents nccessary for it to rcceive any
5
otrer service that it may desirc from &e other Party or any third party, including
but not limited to, Generator's desire to sell power to third-party purchasers.
3J Access Rights. The Parties shall provide each other such easements and/or access rights
within its control or possession as may be neoessary for either Pany's performance of its
respotive obligations under this Agreement. A Pary performing maintenance work on
the other Party's property must abide bythe nrles applicable to such property.Generator
shall provide OTEC with all necessary keys, codes or other entry requiremonts in ordcr to
enter Gen€rator's property to perform emergsncy disconnect operations.
3.4 Operetlon end Maintenrnce of the Faciltty and Generator-owned Interconnec{ion
Fecilttiec.
3.4.1 Applicable laros. Generator shall perfonn all obligations of this Agreement in
accordance with all applicable laws.
3.4,2 Operation dnd Maintenance olthe Facility. Generator or its designee will operate
and maintain the Facility in a safc and cfficient manncr and in accordance with
applicable standards, codes and Prudcnt Utility Practice.
3.4.3 Operation and Maintenance of Generalor-owned Inlercornection Facilities.
Generator will operme and maintain the Generator-owned Intsconnection
Facilities in accordance with this agr€ement and in a safe and cfficient manner and
in accordance with applicable standards, codes and Prudsnt Utility Practice.
3.4.4 Reacttve Power and Chmges. OTEC may be subject to rcactive power chargcs for
lagging or leading power factors at OTEC's points of delivery. Ganerator shall be
liable for any reactivc power chrges imposed on OTBC that results from
Generator's operation of the Facility. To the extent OTFC instells equipmcnt to
compcnsate for power factor impacts rcsulting from operation ofthe Facility,
Generator shall pay OTEC forthe cost of such equipment and is installation,
maidenance and replacement.
3.4.5 OTEC's System Qualtty. Gencrator's equipment shall not cause changes in
OTEC's System voltage greater than 2 percent for contingencies; nor cause
excessive voltagc flicker; nor introduce excessive distortion to fie sinusoidal
voltage or currcnt waves as set forth by applicable codes, industry standards, BPA
standards or Prudent Utility Practices; nor othenuise cause significant adverse
effects on OTEC's System.
3.4.6 Switching, Tagging" Gruwding od Isolation f,rdes. OTEC shall providg and
Generator shall comply widL OTEC's switching tagging, gounding and isolation
rules as such rulm may be modified by OTEC from tirne to time. OTEC will
notifr Generator in writing in advance of any changes in the switching tagging
grounding and isolation rules.
6
3.5
3.4.7 Synchronizatror. Generator will install and maintrain equipment that will
auomatically synchronize the Facility to OTEC's System.
3.4.8 Inspection. With respect to the Facility and Generator+wned Interconnection
Facilities, OTEC shall have the right to: i) observe Generator's tests and/or
inspect Gcnerator's protective equipment; ii) review the setings of GeneruoCs
protective equipment; and iii) rcview Generator's maintenance records' The
forcgoing rights may be exercised by OTEC from timc to timc as deemed
necessary by OTEC upon reasonable advance, wrinen notice to Generator. Thc
exercise or non-exercise by OTEC of any of the forcgoing rights shall be
constructed neither as an endorsemenq warranty nor conformation of the fitness,
safety or reliability of any aspect, feature, elemont or condition of the Facility or
Generator-orrvned lnterconnection Facilities or the operation thercof.
3.4.9 Testing. Each Party shall routinely inspect and test its facilities and equipment in
accordance with Prudent Utility Practice as may be necessary to ensur the reliable
operation ofthe equipment and facilities ofthc Party in accordance widr Prudent
Utility Practice and the continued interconnection of thc Facility with OTEC's
System in a safe and reliable manner. Each Party may obscrve tesB on any ofthe
other Party's facilities and equipment the performance of which may reasonabty
be expected to affect the reliability of thc observing Party's facilities and
cquipment. Each Party shall notify the other Party in advance of its performance of
tests of its facilities and equipmanq and the othcr Party may commerit on thc tests
to be conducrcd and may have a representativc pr€sent during such tesing.
3.4.10 Deficiencies and Defects.If a Party obscrves any deficiencies or defects on, or
becomes aware of a lack of scheduled maintenance and testing with respect to, the
o&er Party's facilities and equipment that might reasonably be expected to
adversely affirt the obsering Party's facilities and equipment, the observingParty
shall provide notice to the other Party that is prornpt under the circumstancg rnd
the other Party shall make any con',ections required in accordance with Prudent
Utility Practice; provided, however that neither Party shall have a duty or
obligation to inspect the other Party's facilities or equipment
Operation end ll{einten.trc! of the OTEC-owned Interconnection Facilities aud
OTEC's Sptem.
3.5.1 Opration and Maintenane. OTEC will operate and maintain the OTECowned
Interconnection Facilities and OTEC's System in a safe and efficient manner and
in accordance with applicable standardq codes and Prudent Utility Practice.
3S2 Rates and Payment OTEC's costs charged to Generator and payable by
Crenerator to OTEC, for operation and maintenance ofthe OTEC-owned
Interconnection Facitities, and OTEC's System, shall be included in ttre Fixcd
Charge descriM in Exhibit 3. In addition, Ganerator shall pay OTEC for any
7
necessaD/ replacement! from time to time, of OTEC's lnterconnection Facilities as
set forth in Exhibit 1.
3.5.3 Notificuion of Liniting Conditions on OTEC's,9ystem. To the extent practicable,
OTEC will notiil Generator of any condition that restricts or limits the ability of
OTEC's Systcm to deliver all of the Generuion o the Point of Delivery.
3.6 Schoduled Outage and llflaintenance Scheduling'
3.6.1 futointenane Sche&ie. OTEC will consult witr Generator regarding the timing of
schduled maintenance of OTEC's $ystem or the OTEC-owned Interconnection
Facilities thu might affect the dclivery of Gencration from the Facility to the Point
of Delivery. OTEC will use reasonable efforts to schedule such maintenanc€ to
coincide with the scheduled outages of the Facility or with Generator's rcquests for
outage schedules.
3.62 lvtaintenane Expcnses. Excep as othenvise provided in this Agrcement, each
Party shall be responsible for all expenses associated with (l) rnaintaining its own
prcpcrty, equipmcnt, facilities, and appurtenanoes on its side ofthe Point of
Receipt, and (2) maintaining the Interconnection Facilities that it owns.
3.6.3 Coordtnation. Thc Partles shall coodinate he planning and scheduling of
preventative and concctive maintcnance.
3.6.4 Cooperation Each Party agrees to cooperar€ with the o$er ln the inspwtion,
maintenance. and tcsting of those secondary systems directly affecting the
operation ofa Party's faoilities and equipment which may reasonably be cxpected
to impact the other Pany. Each Party will provide advance noticE to the othu Party
before undertaking any work in these areas, especially in electrical circuits
involving circuit brealcer tip and close contactq current transformcrs, or potential
transformers.
3.7 Emergency Procedures.
3.7.1 Nottfcation OTEC will provide Generator witr prompr notification by telephone
of any Emergency regarding OTEC's System or OTEC-ownd Interconnection
Facilities that may affect Generator's operation of thc Facility, and Generator will
provide OTEC with prompt notification by telephone of any Emergency regarding
the Fasitity or Generator-owned Intersonnection Facilitics that may affect OTEC's
opentions. Such notification shall indicatc the nanro of thc Emergenry, the
Emergency's cxpectcd effect on the operation of Generalor's or OTEC's facitities
and operations, the Emergency's expected duraion and the conective sction to be
taken
8
3.72 Actions by Panies
(A) If a Party determines in its good faith judgment that an Emergency exists,
such Parry shall take whatever action that may be reasonable and
necessary, consistent with Prudent Utility Practice, to prevenq avoid or
mitigate the Emergency.
(B) OTEC has the right to rcquirc Generator to make any operational changes
attre Facility, consistent with Prudent Utility Practice, including, but not
limited to, raising or lowering voluge or clecnic power levels or
discoonection of the Facility from OTEC's System in ordEr to eliminate,
mitigate or control an Emergency condition or if Generator fails to mcet
operational standards specified in Section 3.4.2 through 3.4.5 above.
Exhibit 8 desribes additional othcr specific instances of when a temporary
disconnction of the Generator may be required.
(C) A Tcmporary disconncction shall continue only so long as rcasonably
necarsary under Prudent Utility Practice. The Parties shall cooperate with
each other to Estore the Facility, the lnterconnection Facilities and
OTEC's Sfstern o their normal operating state as soon as reasonably
practicable following a tcmporary disconnection.
3.E Abnormsl or Out of Llnlt Operetlng Condlflon Plucedurcs.
3.8.1 Notificaion. Each Party will provide prompt notification, elesronically sndlor by
telephong ofany Abnormal or Out of Limit Operating Condition and the expected
duration and the conective astion to be taken with respect to the notifuing Pafty's
facilities. Such notificaions shall indicarc the nature ofthe Abnormal or Out of
Limit Operating Condition, the expected effect on the operator of Cenerators or
OTEC's facilities and operations, the expectcd duration and the corective actioa
to bc taken with respect to the noti&ing Party's facilities.
3.82 Mitigalion or Eltmination To the extent negessary, each Party egrees to cooperatc
and coordinate whh the other Party in taking conective measures drat are
reasonable and necessary to mitigate or eliminate thc Abnormal or Out of Linrit
Operating Condition, including but not limited to, temporary disconnealon ofttre
Faciliry ftou OTEC's System or adjusting opention ofequipment, provided such
measurcs ere consi$ent with Prudent Utility Practice atd do not require operation
of any ofdrc Parties' facilities outside their opcrating parametcrc. Any temporary
disconnection made pursuant to this Section shall be subject to tre same llmitation
sct forth in Scc'tion 3.7.2(c).
3.9 Protectlve Retayr. Generalor shall provide and maintain mutually beneficial prctective
rclay schemes on is side of &e hint of Rrcerpt. Generator agrees to have all such
protective relay sc,heme settinp rcviewed and approved by OTEC, which shall not be
unreasonably withheld or delayed, in order to ensur€ prcper coordination wilh OTEC's
existing protective relay schemes. Generstor furttrer agrces to opcrate such schemcs in
compliance with OTEC-approved scttings. Generator agrces to test such schcmes at
9
intcrvals determined by OTEC consistent with Prudent Utility Praptice. The results of the
test shall be provided to OTEC, Generator will notifr OTEC in writing as soon as
practicable of any failures in, or any setting or desigrr changes to, such protective relay
schemes.
3.f 0 Metering.
3. r0.1 General, At Generator's cost, OTEC shall provide, install, own and maintain
metering equipment nscessary to meet iu obliptions undcrthis Agreement as set
forth in Exhibit 7. All OTEC personnel costs necessary for the administration,
opention, testing and calibration of maering cquipment shall be included in the
rate described in Exhibit 3. OTEC and Generaror anticipate that the majority of
testing calibratiou and maintenance will be performed by BPA or other third
psrties. Generator shall rcimburse OTEC for all reasonabte costs paid by OTEC to
third parties associated with any necessary changes or additions to the metering
equipment requircd by OTEC, BPA, Avista or Gcnerator or for the adminisuation,
opcratioq testing and calibration of the metering equipment by third parties.
3.1 02 TestW of Metertng Equipment. OTEC, either directly or through BPA or Avista"
shall inspccg test and calibratc all metering equipment used ptnsuant to this
Agreement at least once every other ycar or as determined necessary by OTEC.
Generator, BPA orAvista" OTEC shall give reasonable notice ofthe time when
any inspection or test shall talc place, ard Generator may have representativcs
present ar fte test or inspection. With the exception of OTEC personnel costs, the
cost of such inspections, tests and calibrations performod by third parties shall be
paid by Generator.
3.103 Metering Data. Generator shall be respomible for providing, maintaining and
operding equipment neoesssry for communicating metering data as required by
BPA or Avi*a-
3.10.4 Comnrunications. Generator shall maintain satisfactory operating cornmunications
with OTEC'S representative, as desigrated by OTEC, including but not limited to,
voice, electronic or data communication. Generator will reirnburse OTEC forthe
cost of communication facilities, if such equipnrent and serviccs arc used
exclusively to communicate with Facility. Any third-party costs fur required
maintenance of such communications equipmcnt shall be paid by Generauor.
Operationd communications shall be activated and mainuined under, but not
limited tq the following events: systsn paralleling or separation, scheduled and
unscheduled shutdowns" and equipment clearances.
3.105 Meter Inarctracy. If any metcring equipmem rced pursunt to this Agreement is
found to be inaccurate by amargin greater than that allowed by OTEC, BPA or
Avisa for system or billing purposest then OTEC shall cause such metering
equipment to be repaired or replaced u thc sole cost of Generator. Mcter rcadings
l0
for thc period ofinaccuracy shall be adjusted so far as the samc can be reasonably
ascertained.
3.11 Information and Record Keeping Obligations end Audit Rights.
3.1 l.l Recor&Keeping Obligalions. Each Party shall maintain such records as required
by WECC, NERC, FERC or successor organization and this Agreement" All data,
documen8, or other materials relating to or substantiating any charges to be paid
by or to OTEC or Gencrator, as the casc may bc, shall h mainuined for a
minimum period of seven years from the datcthat such records are gadrered.
Ncithcr Party shall use the accounts or rccords of the other Party without the
exprcss written consent ofthe other Party unless such use is permitted by this
Agrcement or required by law.
3.11.2 Audit Nghts. Each Party shall have the right, within seven years following a
calendar ycar, lo audit the othcr Party's records pertaining to this Agreement
whercver such rccords are maintaine4 providcd 30 calendar days written notice is
given prior to any audit" and provkled further that the audil will be limited to,
those portions of such records thal relate to services provided under this
Agremcnt,
3.12 Rcsponsibility for Safety of Employeer, ctc. The Parties agrce to be solely responsible
for and assume all liabilily forthe safety urd supervision of their own employecs, agcnts,
reprssentatives, and subcontractors.
3.13 Compliance with Applicsble Lrwr. All work performd by either Party that could be
expectcd to affect thc opcrations of the othcr Party will be pcrformed in accordancc with
all applicablc laws, rules and rtgulations pertaining to the safety of persons or propcrtyr
including without limitation, compliance with the safcty regul*ions and standards
adopted under thc Ocorpational and Safety Health Act of 1970, as amendcd from time to
timo, the National Electical Safety Code, as amended from time to time, and Prudent
Utility Fractice.
ARTICLE4
IRANSMISSION PROVISIONS
4.1 Tranmisrion of Power. OTEC will provide firm uansmission service tom the Point of
Rcoeiptto ths Point of Delivery up to the amount specified in Exhibit 6, Manimum
Transmission Demand. fite Point of Receipt and Point of Delivry shall be as specified
in Exhibit2.
Pryment for Transmission Servlce. Generator shall pay OTEC fortrmsmission selvice
in accordance with the payment methodology in Exhibit 3.
Curtrilment OTEC may temporarily curtail deliveries of Gsneration in rcsponse to
Abnormal or Out oflimit Operating Conditions. OTEC shall use reasonable efrrts to
42
43
ll
provide Generator with prior notice of any such temporary curtailmcnt. If prior notice is
not giverq OTEC strall, upon rcquest, provide Generator written documentation afterthe
fact explaining fie circumstanc€s of the temporary curtailment.
4.4 Request to Inseage lldaximum Demend. Generator may request higher maxirnum
hansmission demand amounts by subrnitting such request in writing to OTEC at l€ast 180
days priorto the effective date ofthe r€quested increase. At Generator's exp€nse, OTEC
will evaluate the impact of such request on OTEC's System and will accommodate eush
rcquoq provided that Gcnerator agtEes to pay OTEC, in advance, for System Upgrades
necessary to accornmodate such r€quesq and to pay OTEC revised Exhibit 3 rates for the
provision oftansmission service at Generstor's higher maximum transmission demand
amount.
ARTICLE 5
BILLING PROCEDIJRES
5.1 Billing Procedures
5.1.1 Invoices, With rrspect to any costs and expenses for which aParty is entitled to be
prid under this Agreement, the Parfy (tha "invoicing Party) must submit an
invoice to the other Party at the start of each calendar month.
5.12 Palnnnt. Payment of invoiced amounts will be due and payable within 15
business days after receipt of the invoice, or such other time as the Parties
mutually agree. All payments will be made in immediatcly available ftnds payable
to the invoicing Party or by wire transftr to a bank account specificd by the
invoicing Party. If any portion of any invoicc rcmains unpard 15 business days
after the receipt of the invoicg or such other timc as the Partica mutnlly agres
upon, the invoioing Party will apply to the unpaid balance, and the other Party
shall pay an interest charge calculated in accordance with Section 5.3 of this
Agreement.
5.1 .3 Disputes. tf a Party disputes any portion of an invoice, the disputing Party shall
notifr the invoicing Party in writing of any such dispute and the nsason thersfore.
No invoicc may be disputed after such time as a Party's audit righrs have expircd.
Parties shall scttle billing disputes in accordsnc.o with Articlo 9 of this Agrcement.
In the event of a billing dispute, each Party agrees to continu€ to perform its dutics
and obligations undsr this Agreenrent as long as the other Party continues to make
all undisputed payrrents. Disputed payment resolution amounts shall bear interest
at the interest rate catculated in accordance with Section 5.3, for the period from
the dat ofthe invoiceto the date of payment ruolution.
52 Pryment Not a \illiver. Payment of invoices by Gcnerator will not reliwe Generator
fiom any responsibilities or obliptions it has un&r this Agrecrncnf, nu will it constitute
a waivr ofany claims Generator may have undsrthis Agecmenl
l2
5.3 Intereut. Intcrest shall be caloulded using an interest rate of 1.5% per month. Interest on
delinqucnt pa),rnents shall be calculatcd from the duc date of the invoice to the date of
rcceipt of payment
ARTICLB 6
COI\IIIDf,NTIALITY
6.f Gcncral. Unless compelled to disclose by judicial or administrative process or other
provisions of law or as otherwise provided for in this Agrecment each Party will hold in
confidcnce any and all documents and information fumishcd under an explicit written
claim of confidentiality by the other Party in connection with this Agreement. To thc
extent either Party is requircd by law or administrative process to rclease or disclose such
information to a third party, such Pafly shall advise the third party of the confidentiality
povisions of this Agreenrent and usc is best effors to require said third party to agree in
writing to comply witlr such provisions. OTEC cxpressly acknowlcdges and agrees that
Generator is subject to Oregon Public Records laws, and lhat Generator's compliance
with this section 6.1 is subjcct to Generator's obligations under such Public Rwords
laws.
6.2 Erempt Informetiou and Docuoeah. The Parties' confidentiality obliptions set forth
in Section 6.1 shall not apply to information or documents that arc: (A) gpnerally
available to the public other ttran as a rcsult of disclosure by a Party (the "disclosing
Party') to the other Party; (B) available to a Party on non-confidential basis prior to
disclosurE by the disclosing Party; o'r (C) available to a Party on a non-confidcntial basis
fum a sourw otherthan thc disclosing Party, provided that the sourc-e is not known and,
by reasonable effort, could not be known by tbc Party rcceivhg such information or
documents to be bound by a confidantiality agreement with the disclosing Party or
otherwisc prohibircd frorn transmitting the information to the Party rweiving such
information or doouments by a contractual, legal or fiduciary obligation.
63 Notificalion. Each Party will promptly notif, the other Party if it receives notice or
otherwise concludes ftat the production of any confidential information or documentation
fimished by the disclosing Party and subject to Section 6.1 is being sought undr any
provision of law or regulation. The notifring Parly shall have no obligation to opposc or
objoct to any afisrnpt to obain such produotion exeept !o the antont requested to do so by
the disclosing Party and cthe disclosing Party's expense. Ifeither Party desires to object
or oppose suoh productioru it must do so at is ovm expcnsc. The disclosing Party may
request a pmtective order to prevent any confidential information from being made
public.
Use of Infomrtlon or Documentadon. Each Parly may use information or
documentation otherwisc subject to Section 6.1 in an adminisrativc agency or court of
comp€tent juridiction ad&rssing any dispute arising under this Agreement, subject to a
6.4
l3
confidentiality agrecment or a protective order binding all participants including if
applicable, any arbitrator.
5.5 Remedics Regarding Coufidentiality. The Parties agree that monetary damages by
themselves will bc inadequate to compensate a Party for the othu Party's breach of its
obligations under Article 6. Each party accordingly agrces that thc other Party is entitlcd
o equitable relie{, by way of injunction or otherwisq if it breaches or threatens to breach
its obligations under Article 6.
ARfiCLE 7
TERItil, TERMINATION, A}ID DEFAULT
7.1 Term and Effostive Date. This Agreemcnt shall bE cffective upon exccution by both
Partics and shall rcmain in full forc€ and effcct until thc expiration or termination of
Generabr's energy purchase and sale agreemcnt with Avistq provided, howevcr, that
this agrwment may be earlier terrrinated: (a) by mutual agreement of the Parties; u (b)
by Generator for any re&son upon 30 days prior written notice.
72 Eficct of Erpiratlol or Termirrtiol of Agrccmcnt on Liabitltles and Obligations.
Expiration or termination of this Agrement shall not relieve Genorator or OTEC of any
of iu liabilities and obligations uising hereunder priorto the date ofexpiraion or when
rcrmination bmomes effective. Upon expiration or rcrmination of this Ageem€nt, €ach
Party shall be responsible for any cosu associarcd with the opcration and maintenance of
any facilities owned by it-
73 Effoctlveness of Certrin Provlsiom after Erpirrtlon, Cancellation, or Terminrtion
of Agrement Thc applicable provisions of tris Agreement will continue in effect after
cxpiration, cancellation or early tcrminarion hercof to the extent neffissary to provide for
final billings, billing adjustnents and thc determination and enforcement of liability and
indcmnific*ion obligations arising from acts or evenB that occuncd whilc this
Agreement was in effecl. Thesc provisions include, without limitatiorL Article I0
('lnsurance) and Article I 3 ('Limitatiom on Liabi lity and Indemnifi cation').
7.4 Removal of Intercouncction Facilities afterErpirndon or Terminetiol of
Agrecment Upon expir*ion or Ermination of this Agreemenq either Party may remove
the Interconnection Facilities owned by it at no cost to the other Party; providd,
however, OTEC shall not nemove any OTEC-owned Interconnoction Facilities nocessary
to providc station servie to the Fecility for a period of throe years aftcr expirution or
termination ofthis Agrecmentwithout the wriften consent of Crenerator. Neither Party
shall have any responsibilif for uy cos$ associated with the rernovaL rclocation or
othcr disposition or rctiremcnt of the lnterconnection Facilities owned by the other Parly.
75 Defrult. A Party will be in de&ult under this Agreement if, u any timc:
t4
(A) The Party fails to make any payment due the other Party in accordance wift this
Agreement and does not make such payment to the othcr Party within 30 calendar
days after receiving written notice from fie other Party of such failure; or
(B) (l) The Party: (a) fails to comply with, observe or porform any material term or
condition of this Agreemeng (b) any matcrial represenation or waranty made
herein by the Party fails to be true and conect in all material respects; or (c) fails
to provide o the other Party reasonable written assurance of its ability to pcrform
fully and mmptctely any of tts material duties and responsibilities under this
Agreernent within 30 calenda days after receiving a rcasonable request for such
assurances fiom the other Party; and
(2) The Party: (a) fails to corTect or cure the situation described in Section
7.5(BXl) within 30 calendar days after receiving writtcn noticc from the othei
Party; or, if the situation cannot be completely conuted or cured within such 30-
day period, (b) fails to either: (i) commence diligcnt effons to conect or cure the
situation within such 30day period or (ii) completely correct or curc the situation
within 90 calendar days after receiving written notice fum the other Party.
7.6 Remedies upon Defruft. If a Party is in default under this Agreernent, the other Party
may: (A) act to Erminate this Agreement by providing written notice ofrcrmination to
the defaulting Party, and/or (B) talce wharcver action at law or in equity as may appear
n€cessary or desirable to enforcc thc pcrformance or observance of any rights, rcmedies,
obligations, agreements or covenans under this Agreement.
7J Remedle Cumulatlve" No rcmedy mnfened by any of the provisions ofthis Agreement
is intended to bc exclusive of any other rernedy and each and every remedy shall be
curnulative and shall be in addition to cvery othcr remody givcn hereunder or now or
hercafrer oristing at law or in equity or by statute or oftenuise. The election of any onc or
more rcrncdies shall not constitute a waiver of the right to pursuc other availablc
remedies.
AN,TICI,ES
REPRESEI{TATIONS
8,1 Represenutions of OTEC. OTEC r€prcsents and wanants the following:
E. I .l OTEC is a cooperative duly organized, validly existing and in good sanding under, the laws of the Sut of Oregort ud OTEC has 6e rcquisite corporatc power and
authori$ to own in facilities ud equipment, and O car6r on its business as now
being conducted.
E.1 ,2 OTEC has the requisite corporate power and authority to o(ecute and delivcr this
Agreement and to carry out the actions required of it by this Agreerncnt. The
execution and delivery of this Agreement and the actions it conbmplarcs have
l5
been duly and validly authorized by OTEC, and no other corporate proceedings on
the pan of OTEC are necessary to authorize this Agreement or to consummate the
transactions contemplatcd hoeby. This Agreement h8s been duly and validly
executed and delivcred by OTEC urd constitutes a legal, valid and binding
obligation of OTEC enforceable against h in accordance with its terms, exoept as
limitd by any applicable reorganizrtion, insolvency, liquidation, rcadjustmcnt of
debt, moratoriurn or other similar laws affecting the enforcement of riglrts of
crcditors gencrally as zuch laws may be applied in the event of reorganization,
insolvency, liquiduion, readjustment of debt or other similar proceeding of or
moratorium applicable to OTEC and by general principles of equity (rcgardless of
whether srch enforceability is considered in a proceeding in equity or law).
8.1.3 OTBC has obtained or will obtain all approvals of, and has given or will give all
notices to, any public authoritythat arc rcquircd for it to execute, deliver and
perform its obligations under this Agrecment-
8.1.4 To thc best of OTEC's knowledge, and as of the effective date of this Agreanent:
(a) OTEC is not in violation of any applicable law, stah$c, order, rule or reguldion
promulgatcd by, orjudgment decree, writ, injunction or award rendered by any
federal, state or local govemment court or agency that would adversely affect
OTEC's ex*ution or performancc of this Agrecmcnt; (b) OTEC is not aware of
any pending or threatened litigation, suit or claim that would adversely affect
OTF,C's o(ccution or pcrformancc ofthis Agreement; and (c) OTEC's execution
and performance ofthis Agrecment will not give rise to any default under any
other agreement to which it is a party.
8.1.5 OTEC will comply with all applicable lawq rules, rcgulations, codes and
standards of all federal, state and local governmcntal agcncies having jurisdiction
over OTEC or the transrctions under this Agreenrent and with which failure to
comply may have a material adverse effect on either Party,
8.2 Rcpresentations of Generetor. Generator rcpresents and wanants the following:
8.2.t Generalor is an incorporatd city duly organized, validly existing and in good
shnding underthe laws ofthe State of Orcgon. Generator has the requisitc
shtutory power and authorityto own the Facility, and to carry on its business as
now being conducted.
t.22 Generator has the requisirc power and authority to executr and deliver tlris
Agrannent and to carry out ttrc octions rcquired of it by this Agrccraent. Thc
execution and deliveryof this Agreement and the actions it contemplates have
beer duly and validly authorized by C-renerator's govcming body, and no other
corpomte proceedinp on the part of Generator are necessaryto authorize this
Agreement or to consummate the transactions contEmplated hereby. This
Agroement has been duly and validly executed and delivered by Generalor and
constitutes a legal, valid and binding agreemetrt of Gencratorenforccable against it
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in accordance rvith its tenns, except as limited by any applicablc reorganizalion,
insolvency, Iiquidation, readjusunent of debt, moratoriurn or other similar laws
affecting the enforcfiient of rights of crcditors generally as such laws may be
applied in ttrc event of reorganization, inmlvency, liquidatiou readjustment of
debt or other similar proceeding of or moratorium applicable to Gcnerator and by
gcncral principlcs of equity (rcgardless ofwhether such enforceability is
considered in a procceding in equity or law).
8.2.3 Generator has obuined or will obtain all approvals of, and has given or will give
all notices to, any public authority that may be required for Cenerator to executei
dcliver and pcrform its obligations under this Agreernent.
E.2.4 To the best of Generator's knowledge, and as ofthe effective date of this
Agreement (a) Generator is not in violation ofany applicable law, statutq order,
rule or regulation promulgated by, or judgment, decreq writ, injunction oraward
rendered by any federal, state or local governmenq court or agency that would
adversely affect Generator's exesution or performance under this Agreernent; (b)
Generator is not aware of any pending or threatened litigation, suit or claim that
would adversely affect Generaor's exesution or poformancc of this Agrtement;
and (c) Generator's exec{tion and performance ofthis Agroement will not give
rise to any default under any other agreement to which it is a party.
8.2.5 Generalor will comply with all applicable lawg rules, regulations, codes and
standards of all federal, stde and local governmental agencies having jurisdiction
over Generator or dre transactions under this Agreement and with which failure to
comply may have a material advene effect on either Party.
Representations of Both Frrties. Except as expressly provided thc Parties shall ensure
that the representations in Sections 8.1 and 82 $all continuc to be true and accurate
during the term ofthis Agreemat.
Further Actr. Each Party agrees to fumish to each otrer such further infcrmation, to do
such othcr and further acts, and to executc and/or dclivcr such instmments and
documents, as the other Puty may reasonably request from tims to time in furdrerance of
the purposes of*ris Agrcemcnt-
ARTICI,E 9
DISPUTE RESOLUTION
Perties to Addrcss Fint. \ilhen a Party believes that there is adispute, disagreenrort or
claim against the other Party arising out of this Agreemeng that Pa$y shall give the other
Psrty wrinen notice of such dispute, disagreanent or claim. Such notice shall describe the
nature and substance ofthe dispuh, disagreement or clairn and propose a resolution.
Representatives ofthe Parties must attempt to negotiste in good faith to resolve such
dispute, disagreement or claim within 30 calendar days affcr notice of the dispuk has
been given. Any disputc, disagreement or claim arising out of or concaning this
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Agreement must first be addressed by the Parties pursuant to this Section 9. l, prior to any
Party seeking relief in acourt having jurisdiction ovcr such dispute.
Attoruoy's Fees. In thc evcnt of any legal action between OTEC and Generator arising
under this Agreement, the prcvailing krty strall recova all of its coss and reasonable
attorncy's fces in connection with such action both u the trial and appellatc levels.
ARTICLE 10
INSI.'RANCE
10.1 General Throughout dre term ofdris Agreemeng OTEC agre€sto maintain general
liability insurance or self-insurance consistent with OTEC's commercial practicc.
Thmughoutthe term ofthis AgreemenL Generator egrees to maintain, at its own cost and
expense, the typcs and minimum dollar amounts relating to its own property and
facilities, of insurance @verage sct forth below:
l0.l.l Workers compensation insurance in accordance with the rcquirements of the State
of Oregon;
10.12 Commercial general liability insurance, including automobile liability coverage, of
nol less than $1,000,000.
10, Clalms Made, The insurance required underthis Agrcement must bc maintained on a
"claims made" basis. The Parties shall mainrain uil coverage for two years.
103 Certlficetes of Insurence; Copier of Policles. The Parties each agree to provide the
other Party with ccrtificates of insurance evidencing $e insurance coverage set fordr in
Section t 0.1 and each agws o provide copies of all relevant policies upon requcst.
f0.4 Waiver of Subrogrdon. Each Party waives any right of subrogation against the otha
Party or its affiliates, directors, officers or employecs. Each Party ftrthcr waives its righu
of recovery again$ the other for any loss or damagc covered by such policy or policies to
the extentthat zuch loss or damage is reimbursed under such policy or policies.
ARTICLE 11
NOTICES
11.1 General. Except as othenrise arpressly provided in this Agteunent, all noticeg
demandg requcsts or communicaions rcquired or pennined to be glven by either Party
underthis Agreement, or my instrument or documentation requircd or pcrmitted to be
delivcrcd by either Party to the odrer, shall be delivered either by: (A) hand;
(B) registered or certified first class mail, postage prcpaid, retum*eccipt rcquestd;
(C) conftrmed hcsimile nansmission; or (D) an overnight oourierthat provides evidence
of delivery or refusal. All srch notices shall bo addressed as follows:
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OTEC:PO Box 226
Baker City, Oregon 97814
OTEC's Point of Contact:OTEC's General Manager
(s4r) s24-2833
OTEC's 24-hour Contact:OTEC Dispatcher(CRc)
(866) 7e4-47rc
Generator:City ofCove
PO Box 8
Cove, Oregon97824
Generator's Point of Contact:Donna Lcwis
City of Cove
PO Box 8
Cove, Oregon 97824
(s4l) s684565
Generator's 24-hour Contact:tI
Mike Brown
(s4t)7864377
ll2 Cheuges. Either Pa4y may change its address for notices or the person(s) to whom
notices should be given by notice to the other in the manner provided above.
f l3 Emergencies. Any notice concerning an Emergency or other occunence requiring
prompt attention may be made by telephone to the'24-hour Contact" desigrratd above.
ll.4 Authority of ParfyReprcseatatives. The representatives identified in Section I l.l, or
theh designees, slrall be aurhorized to aot on behalf of the Partieq and ttreir instructiong
rtqu€stq and decisions will bo binding upon the Parties as to all mattffi pertaining to this
Agreement and the performance ofthc Parties hereunder.
115 Polnts of Contact; 2*hour Contret Each Party shall identifu a point of contact for
day-today business as well as a 24-hour point of contact who shall have knowledgc and
control ofthat Party's fapilitiEs.
ARTICLE 12
rORCE MA'ET'RE
t2.l Gencral. Ncither Party shall be oonsidered to be in dehult or breach of this Agreemcnt
or liable in damages or otherwise responsible to the other Party, due to any dclay in or
failure to carry out atry of its obligations under this Agreernenq if thc Pany is unable to
perform or is prevented fiom performing by an evort of Forcc Majeurg as such Erm is
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defined in Section 12.2. Notwithstanding the foregoing neither Party may claim an event
of Force Majeure for any delay or failure to perbrm or carry out any provision of this
Agreement to the extent that such Party has been negligent or engaged in intentional
misconduct or failed to exercise rcasonable foresighr and such negligence or intentional
misconduct or failure to exercise reasonable foresight contributed to that Par$r's delay or
failure to perform or carry out its duties and obligations underthis Agreement. All
performancc obligations affccted by the event of Force Majeure will be extended for a
period equal to the length ofthe resulting delay.
1;1,2 X'orce MejeureDefined. "l'orce Majeure" means those events beyond the reasonable
contol of the Party claiming Force Majeure thaf through the exercise of reasonable
foresight and Prudent Utility hactice, that Party could not have avoided and that by
ercrcise of due diligence, tttat Pafty is unable to overcome. Such events includg but are
not limited to, the following: flood; lightning strikes; ice storm; tsunami; earthquake;
firc; hurricane; tornado; epidemic; waq invasion; riog civil disturbance; sabotage;
orplosion; insurrection; military or usurped power; srike; labor dispute; action ofany
court or govemmenhl authority, or afly civil or military authority de facto or de jure; act
of God; or any other event or cause of a similar nature.
123 Procedurcs. A Party clairning r*orre Majeure must:(A) Give wriften notice tothe other Party of the occurence of a Force Majeurc event
as soon as possible after learning ofthe occurrence ofsuch an evcnq
(B) Use due diligence to resurne perlbrmance or the provision of service hereunder as
soon as practicable;
(C) Take all commercially reasonable and prudent actions to conect or cure the Force
Majeure event; provide4 however, that settlement of strikes or othq labor
disputes are completely within the sole discretion of the Party affectd by such
stike or labor dispute;
(D) Exercise all reesonable efforts to mitigate or lirnit damages to the oher Party; and
(E) Provide prompt written notice to the other Party ofthe cessation of the adverse
effect of the Force Majeune event on its ability to perform its obligations under this
Agreoment.
ARTICLE T3
LITdI'TATIONS ON LIABILITY AITD INDEMNINCATION
l3.l Liebility- OTEC shall not be liable for money damages or othcr compensation to
Ge,nerator for actions or omissions by OTEC in performing its obligrtions underthis
Agreement, exc€pt to the extent such ast or omission by OTEC is found to result from its
gross negligence or intentional wrongdoing, and only for the amount of direct damage
actually incurred by Generator. Neither Party may seek to enforcr any claims against the
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directors, memberq shareholders, ofrcerq employees or agents ofthe other party solely
by rcason of their stafus as directors, mcmbers, shareholdcrq officers, employees or
agonts. In no event shall either Party be liablc for any incidental, conscquential, punitive,
special, exemplary or indircct damages, loss of revmues or profits, arising out ot, or
connected in any way with dre performance or nonaerformance under this AgreemcnL
132 Indemnilication, &rcept to the extent limitcd by taw, Generator shall at all times
indemniff, defend, and save OTEC harmless from, any and all damagcs, losscs, claims,
including claims and actions relating to injury to or dea6 of any percon or damagc to
property, damandq srits, recoveries, costs and expenses, coun costs, attorn€y fces, md
all other obligations by or to &ird prrties, arising out of or rcsulting fiom OTEC's
perfornrancc of obligntions underthis Agreement, cxcept in cases of gross negligence or
intentisnal wrongdoing by OTEC.
13J further Linihtion of Lirbility. OTEC shall not be liable fordamages arisingoutof
services provided under this Agreement, including but not limited to, any act or omission
that results in a deficicncy or intemrpion of scrvice occurring as a rcsult of conditions or
circumstance beyond the controlof OTEC, or rcsulting frsm electric-sysrm design
common to the domestic elecfiic utilig irdustry or elcctric system opcration practices or
conditions oommon to domestic electic utility indusry.
l3.4 Notice. If either Party receives notice of the commenoement of any lcgal action rclating
to or arising out of dre operation ofthe Facility, the Intcrconncction Facilities, or OTEC's
System that may affect thc odrer Party, the Puty so notificd shall promptly inform tlre
other Party ofthe commenoement of such legal action. Failurc to so inform thc other
Party shall not relieve either Party of any liability or obligations to the other Party.
13.5 No Duty to Non-Parties. Nothing in this Agreement shall bc constucd to crcatc any
duty, standard ofcare or liability to any person not a party to this Agrccmcnt.
13.5 No Pnbllc Dedication. No undedaking by either Party to tbc otrer Party under any
provision of this Agreernent shall constitutc thc dedication of that PaO's clechical
sysEm, cquipmeng or facilities or any portion thercof to thc other Party or to thc public.
13.7 Sunival Each hrty's obligations under this Article 13 will srrvive expiration,
cancellation or early termination of this Agrccmcnt.
ARTICLE T4
INTEGRAIION
I4.1 Bndru AgrcemenL This AgrccmEnt s€B foth the cntirc agrccmcnt and undcrstanding of
Generator and OTEC and supcrsedes all prior oral and writtcn urderstandings and
agreemcnts wi6 respect to the spccific subject matter addresscd hcrcin.
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ARTICLE 15
RELATIONSIilP Otr PARTTES
15.1 Rehtionship of Partiee. Nothing in this Agreement is to be consrued or deemed to
cause, cnsate, consitutq give effect to or otherwise reognizo OTEC and Generator to be
partnem, joint ventures, employer and employee, principal and agent or any other
business association, with rcspect to uly matter.
152 No Auttority to Act for Other Party. Unless othenuise agrced to in writing signed by
both Parties, neither Party shall have any authority to crcate or assume in the other
Party's name or on its behclfany obligation, sxpress or implied, or to ast or purpose to
act as the other Party's agcnt or legally cmpowercd reprcscntative for any purpose
wh*socver.
153 No Liebility for Acts of Other Perty. Excep as expressly provided for hetdn, neither
Party shall be liable to any third party in any way for any cngagemcnt, obligation,
contract, reprcsentation or any neglipnt act or omission of thc other Party arising out of
or relating to such Party's exccution or performance of this Agfeement.
ARTICLE 16
WATYER
16J Walvcr Permitted. Except as othenrise providcd for in this A$einent, the failure of
either Partyto comply with any obliptioq duty, agreemsnt or condhion hcrcin maybe
waived bythe Party mtitled to the benefits thertofonly by a written instrument signed by
the Party granting such waiver.
162 Llmitd Nature of Weiven Any waiver granted by a Party shall not be deemed a
waiver with resprct to any othcr failurc of the Pafiy granted a waiver to comply wih any
obligatiorq duty, agrcement or condition herein.
ARTICLE I7
AMENDMENTS
l7.l Amendmsnts. This Agreement and the Exhibi8 athched herao may only be modified,
anendo{ changed or supplemented in writing signed by both Parties.
ARTICLN IE
succEssoRs, AssIGNs, AND TEIRD-PARTY BENEFTCIARIES
l&I Blndlng on Prrticq Succersors and Assignr. This Agrecment shall be binding upoa and
inure to the benefit of the Parties hereto and 0reir successott and permitted assigns. The
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Parties expressly disclaim any intent to create any rights in any other person or party as a
third-party bencficiary to this Agreunent or othenrise.
1E OTEC Assignmert RigLb. OTEC may assign this Agreonent to any lender or financial
institrtion in connection with a collateral assigrrment of this Agreement for financing or
refinancing purposes, or to any entity[ies] ttrat acquiru ownership or control of all, or
subsantially all, of OTEC's Systern and agrees in writingto be bound by all ofthe
obligations and duties of OTEC in this Agrcement. Except as othcnilise provided above
in this scction, OTEC may not assrgr this Agrecrnent, or any of its righs, intercss or
obligations arising hereunder, without the prior written oonsent of Generator, which
consent shall not be unreasonably withheld or delaycd.
lE.S Generrtor Assignment Rights.
18.3.1 Except as otherwise provided in this section, Genentor may not assign &is
Agreement or any of its rights, inter€sts or obligations arising hereunder, without
the prior written consent of OTEC, which consent shall not be unreasonably
withheld or delayed.
18.3.2 Generator may, with only prior written notice to OTEC, assign, transfer, pledge or
othenrise dispose of its rights and inrcrcsts under this Agreement to any lender or
financial institution in connection with a collatcral assignment of this Agreemcnt
for financing or refinancing Burposes; any affiliarc of Generrtor; any eotity[ies]
that acquires all, or substantially all, of Generator's rights or interests in tre
Facility and agrees in writing to be bound by all of the obligations and duties of
Generator prcvided for in this Agreement; or 8ny entity that operat€s the Facility.
OTEC agrees to execute and deliver such documents as may be reasonably
necessary to accomplish any such assignment, trusfer, pledge or disposition of
rights. Such assignment, tansfer, pldge or disposltion of rights shall not relieve
Generator or any subsoquent assignor of liability under this Agreement.
ARTICI,E 19
GOVERNING LAW
f9.f Govenlng Law. This Agreernent is to be govemed by the laws ofthe State of Orcgon
without regard to its conflict of laws principles.
ARTICLE 20
COI]NTERPARTS
20.1 Cornterpart Execution Pennittod. This Agreement may be orecuted in two or mor€
counterparts, each of which strxll be deerned an original but all of which togetha shall
constitute one and the same instrumenl
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ARTICLE 21
TEADINGS AND CAPTIONS
21.1 No Effcct on Interpretation. Thc hcadings and captions oontained in this Agrccmcnt are
forconvcnicnoc only and shall not afcct thc interprctation of thir Agrcanrcnt
ARTICLE 22
SEVERABILITY
t\.l Severeble Nature of Agrcement. If any pmovision of this Agmment or lhe application
thercof to anypessoo oroircrmsunccs t+ to any eftcnt, hcld to be invalid or
unsnforaoablo, thc remain&r of this Agroemont, or tho applloatlon of suoh povision to
pergons or circumstmoes o$crthm those ac b whbh it is hctd to bo irvalid or
uncnforwable, will not be rEcstcd thercby, and oach provision of this Agpcmentshall
bo valid qnd cnforceable to the fulles exent pemlitted by law. llc Parties shall negotiate
in good fai& to rcstol€, insofEr as praoticqble, ftc b6cfit8 to cach Partythat wcre
atrEctcd by any provieioo ofthil Agwment hcld to bc invalid or rucnforccablc.
IN WITNESS HEREOF, this Agrccmcnt has bmn duly orcouted by the Parties heflcto,
By
Orcgon TnilElectric
Coopemtive,Inc.
By
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City of Cove
Dxhibit I
lnterconnection Facilitics
The Generator-owned Interconnection Facilities shall consist of all facilities and equipment
ownod by Generator and locared bctween the Facility and the Point of Receipg as defined in
Exhibit 2, necessary to physically and electrically interconnectthe Facility to the Point of
Receipt.
The OTEC+wned lnterconnection Facilities shall consis of all facilities and equipmcnt owned
by OTEC and locaed betwecn the Point of Receip as defined in Exlribit 2, and OTEC Polc
Numbcr M624173, neoessary to deliver the Gaeration from the Facility to OTEC's Systern and
for thc provision of Facility Station Service. The OTECorvned Interconnection Facilities shall
also include those ftcilities whercver located, used to correct thc reactive component of the power
produced by the Gensrator.
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Erhibit 2
Point of Recet$ aod Point of Delivery
Point of Roceipt
The point at which the wires connecting the output of the Facility to OTEC's System pass
through the cument transformsr used to supply metering information.
Point of Delivery
The point at which OTEC's Systcm is connected to Circuit Breaker Lt32 at the Bonneville Power
Administration's (BPA) La Grande substation.
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Exhibit 3
Rrtes and Payment Illethodolory
Rate forTransmission of Power
The ratc for Transrnission of the Creneration under this Agreement (Based on a Maximum
Transmission Demand of 1000 kW), mea$red at the Point of Receipt, shall be a Fixed Charge of
3200 per month plus a variable charge, as follows:
Date ofthis Agreement through June 30, 2021 $3.S7lkWimo.
July I, 2021 through June 30,2026 $3.97lkW/mo.
July 1,2026 through end of Agrcement OTEC to recalculate
orr or aftcr July l, 2026, OTEC shall have the righg upon 30 days' notice to Generator, to revise
the monthly Fixed Charge and the $/kWmonth charge to reflect OTEC's cost of providing
transmission service to Genemtor, as those costs may change from time to time.
Other Charges
Other ctrarges, as specified in the Agreement, will be billed to Generator as they are incurrcd by
OTEC.
Real Power Loses
The Parties agree that Real Power Losses between the Facility and the Psint of Delivery arr
initially e$imated to be 0.235 percent. If * any time during thc Term of this Agreernent OTEC
determines that this loss estimatc does not corectly reflect the actual kWh losses attributed to the
elec.trical equipnent between the Facility and thc Point of flelivery, then OTEC shall notif,
Generator ofthe actual real powo loss calculatiom and OTEC shatl, on the next billing statement
to Generator, adjust the transmission rates esablished above to reflect actual real power losses.
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Erhibit 6
Merimum Transmbsion I)emand
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Maximum Transmission Demand is 1000 kW.
OTEC-owned Metering Equipment
l. Jemstar met€r
2. 3 potcntial trans'formcrs
3. 3 cunenttansfonuers
4. Modcm
Generator-owned Mctering Equipment
l, Cellular phonc, modcm and antenna
Exhibtt 7
Metering
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