20220223Application.pdf

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Avista Corp.
1411 East Mission, P.O.Box3727
Spokane, Washington 99220-0500
Telephone [phone]
Toll Free 800-727-9170
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Jan Noriyuki, Secretary
Idaho Public Utilities Commission
ll33l W. Chinden Blvd
Building 8, Suite 201-A
Boise, lD 83714
Av* E. Lz.-o LI
RE: Avista & The Regents of the University of Idaho - Joint Petition
Dear Ms. Noriyuki:
Enclosed for filing with the Commission is an electronic copy of Avista and The Regents of the
University of Idaho Joint Petition for approval of a Solar Power Purchase Agreement and
Interconnection Agreement.
Please direct any questions regarding this report to Michael Andrea at [phone] or myself
at 509-495-4584.
Sincerely
/s/Paul Kimball
Paul Kimball
Manager of Compliance & Discovery
Avista Utilities
s09-495-4584
paul.kimbal I @avistacorp. com
Enclosure
For Avista Corporation
Michael G. Andrea (ISB No. 8308)
Senior Counsel
Avista Corporation
141I East Mission, MSC-I7
Spokane, WA99202
Phone: [phone]
For the Regents of the University of Idaho
Gregory M. Adams (ISB No. 7454)
Richardson Adams, PLLC
515 N. 27ft Street
Boise, Idaho 83702
Telephone: [phone]
Fax: [phone]
greg@richardsonadams. com
IN TIIE MATTER OF THE JOINT PETITION
OF AVISTA CORPORATION AND
REGENTS OF THE UNIVERSITY OF IDAHO
FOR APPROVAL OF POWER PURCHASE
AGREEMENT
BEFORE THE IDAHO PUBLIC UTILITIES COMII{ISSION
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CASE NO. AVT,J.E. L2-O {
JOINT PETITION OF AVISTA
CORPORATION AND THE REGENTS
OF THE I.JNIVERSITY OF IDAHO
Avista Corporation ("Avista") and the Regents of the University of Idaho
("University") (collectively, the "Parties") hereby petition the Idaho Public Utilities
Commission ("Commission") for an order approving the Power Purchase Agreement
("Agreement") between Avista and the University for its 132.32 kW (AC) solar facility
The Agreement is attached hereto as Exhibit A.
l. Names and Addresses of Petitioners
Avista Corporation
141I East Mission Avenue
Spokane, W499202
Regents of the University of Idaho
Page - I JOINT PETITION OF AVISTA CORPORATION AND REGENTS OF THE
UNIVERSITY OF IDAHO (SOLAR FACILITY)
Gregory M. Adams (ISB No. 7454)
Richardson Adams, PLLC
515 N. 27th Street
Boise, Idaho 83702
Telephone: [phone]
Fax [phone]
[e-mail]
2. Nature of Businesses
Avista is a corporation created and organized under the laws of the State of
Washington with its principal office in Spokane, Washington. Avista is an investor-
owned utility engaged in, among other things, the business of generating, transmitting,
and distributing electric power to wholesale and retail customers in Idaho and
Washington. Avista also provides natural gas service to customers in Idaho, Washington,
and Oregon. As such, Avista's rates, charges, services and practices are regulated, in
part, by this Commission.
The University is a body politic and corporate organized and existing under the
constitution and laws of the State of Idaho that owns and operates a 132.32 kW solar
electric generation facility located at Moscow, Idaho ("Facility"). The Facility is
interconnected to Avista's electrical system pursuant to the interconnection agreement
attached to the Agreement as Exhibit D. 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:
Page - 2 JOINT PETITION OF AVISTA CORPORATION AND REGENTS OF TI{E
UNIVERSITY OF rDAHO (SOLAR FACILITY)
For Avista Corporation:
Kevin Holland
Manager Wholesale Marketing &
Contracts
Avista Corporation
14l I E. Mission Ave., MSC-7
Spokane, W499202
Phone: [phone]
E-mail: [e-mail]
For the Regents of the University of
Idaho:
Michael G. Andrea
Senior Counsel
Avista Corporation
l4l1 E. Mission Ave., MSC-17
Spokane, WA99202
Phone: [phone]
Fax: [phone]
E-mail: michael. [e-mail]
Gregory M. Adams (ISB No. 7454)
Richardson Adams, PLLC
515 N. 276 Steet
Boise, Idaho 83702
Telephone: [phone]
Fax: [phone]
Email: [e-mail]
Edith Pacillo
Senior Associate General Counsel
Office of General Counsel
3228. Front Street
324D
Boise,Idaho 83702
Telephone [phone]
Email: elpacillo(@uidaho. edu
Copy to: [e-mail]
4. Description of the Agreement
The University intends to use the output from the Facility to serve the
University's load. To the extent that the Facility generates output in excess of University
load, the University has elected to sell, and Avista will purchase, all such output from the
Facility at the avoided costs calculated at the time of delivery, which shall be, for each hour
in which the University delivers such output to Avista at the Point of Delivery the Market
Page - 3 JOINT PETITION OF AVISTA CORPORATION AND REGENTS OF TI{E
UNIVERSITY OF IDAHO (SOLAR FACILITY)
Energy Price for such hour expressed in $ per kWh multiplied by the total kWh delivered to
Avista at the Point of Delivery for such hour. Agreement Section 5.2.
The term of the Agreement is for a period of tw'o years from the date that the
Agreement was fully executed ("Effective Date"). The Agreement was fully executetl on
February 16,2022. Avista and the University respectfully request that ttre Commission
issue an order approving the Agreement with an Effective Date of Febnrary 16,2022.
5. Conclusion
Avista and the Univenity jointly respectfully request that the Commission issue
an order accepting the Agreement as set forth herein.
Respectfully submiued this _th day of Febnrary,2022.
AYISTA CORPORATION
G. Andrea
Senior Counsel
REGENTS OF TIIE UNIVERSITY OF
IDAHO
Grcgory M. Adams 0SB No.
Attorney for Regents of the University of
Idatro
Page - 4 JOINT PETITION OF AVISTA CORPORATION AND REGENTS OF THE
UNMRSTTY OF IDAHO (SOLAR FACILTTT)
6 lD,4'-;
POWER PTIRCHASE AGREEMENT
BETWEEN
REGENTS OF THE I]NIVERSITY OF IDAIIO
AI\D
AVISTA CORPORATION
POWER PLTRCHASE AGREEMENT (SOLAR)
This Agreement is made by and between Avista Corporation, a Washington corporation
("Avista"), and the Regents of the University of Idaho ("Seller"). Avista and Seller are sometimes
referred to individually as a "Party'o and collectively as the "Parties."
RBCITALS
WHEREAS, Seller will own, operate and maintain the electic power generating facility
with a Nameplate Capacity Rating of 132.2 kW Altemating Current (AC), 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 ("PURPA");
WHEREAS, Seller will use the Facility to serve Seller's Load (as defined herein); and
WHEREAS, to the extent the output generated from the Facility exceeds Seller's Load,
Seller will deliver and sell to Avista on an as-available basis, and Avista will purchase, output
generated from the Facility subject to the terms of this Agreement.
NOW, TIIEREFORE, in consideration of the mutual agreements set forth herein, the
Parties agree as follows.
I. DEFINITIONS
Except as otherwise defined in this Agreement, whenever used in this Agreement and
exhibits hereto, the following terns shall have the following meanings:
1.1 "AgI@!" means this Power Purchase Agreement, including all exhibits, and
any written amendments.
1.2 "@' shall have the meaning provided in Section 5.2 of this
Agreement.
Page - I - UNIVERSITY OF IDAHO POWER PURCHASE AGREEMENT (SOLAR)
1.3 *aMW' means average megawatt(s). An average megawatt is calculated by
dividing the total generation in MWh over a given period of time (e.g., a calendar month) by the
number of hours in that period of time.
1.4 "Eg!rypgJ" means every day other than a Saturday or Sunday or a national
holiday. National holidays shall be those holidays observed NERC.
1.5..@',meanstheIdahoPublicUtilitiesCommission,oritssucceSSor.
1.6 "Effective Date" shall have the meaning provided in Section 4 of this Agreement.
1.7..@,,meansanyandallcertificates,credits,berrefits,
emissions reductions, environmental air quality credits and emissions reduction credits, offsets and
allowances, howsoever entitled, resulting from the avoidance of the emission of my 96, chemical,
or other substance attributable to the generation of energy by the Facility, and the delivery of such
energy to the electricity grid, and include without limitation, any of the same arising out of any
current or future legislation or regulation concerned with oxides of nitrogen, sulfur, or carbon, with
particulate matter, soot, or mercury, or implementing the United Nations Framework Convention
on Climate Change ("LTNFCCC") or the Kyoto Protocol to the LTNFCCC or crediting "early
action" with a view thereto, or laws or regulations involving or administered by the Clean Air
Markets Division ofthe Environmental Protection Agency or successor adminishator (collectively
with any state or federal entity given jurisdiction over a program involving fansferability of
Environmental Attributes, the "CAMD"), but specifically excluding investment tax credits,
production tax credits, and cash grants associated with the construction or operation of the Facility
and other financial incentives in the form of credits, reductions, or allowances associated with
ownership of the Facility that are applicable to a state or federal income tax obligation, if any.
Environmental Attributes also include the reporting rights or Renewable Energy Certificates
("RECs") associated with these Environmental Attributes. Environmental Attributes include
without limitation all "Environmental Attributes" and all "Green Attributes" as those terms are
defined in Appendix A-l and Appendix A-2 of Califomia Public Utilities Commission D. 08-08-
028 in R. 06-02-012. RECS are accumulated on a MWh basis and one REC represents the
Environmental Attributes associated with one MWh of energy. Environmental Attributes do not
include any energy, capacity, reliability or other power attributes from the Facility.
l.E Reserved.
1.9 66Etg!!i$ ' means the electric energy generating facilities, including all equipment
and structures necessary to generate and supply electric energy, more particularly described at
Exhibit A.
1.10..@,'meanstheelectricenergygeneratedandusedbythe
Facility during its operation to operate equipment that is auxiliary to primary generation equipment
including, but not limited to, pumping, generator excitation, cooling or other operations related to
the production of electric energy by the Facility.
Page - 2 - UNIVERSITY OF IDAHO POWER PURCHASE AGREEMENT (SOLAR)
1.11 "@@irc" shall have the meaning provided in Section 11 of this
Agreement.
l.l2 6'FERC" means the Federal Energy Regulatory Commission, or its successor
1.13 "@" the agreement between Seller and Avista which
governs how the Net Output is delivered to Avista's at the Point of Interconnection during the
Term of this Agreement.
l.l4 6'M!V" means megawatt. One thousand kilowatts equals one megawatt.
1.f5 (Mlyh" means megawatt-hour. One thousand kilowatt-hours equals one
megawatt-hour.
1.16..@,meansthePowerDexhourlyMid-Columbia(..Mid-C,,)
index price, or other mutually agreed to index.
l.l7 "@" means the maximum generating capacity of the
Facility, as determined by the manufacturer, and expressed in megawatts (MW) or kilowatts (kW).
1.18 6'NERC" means the North American Electric Reliability Corporation or its
successor.
l.l9 "Ng!]E@!" means the capability and electic energy generated by the Facility,
less Seller's Load expressed in megawatt-hours (MWh) or kilowatt-hours (kwh).
1.20 "$!4I[3IJS!!EIy" means the location, as specified in Exhibit A of this
Agreement, where the electric energy produced by the Facility is delivered by Seller to Avista's
electical system.
l.2l "@' meanstlepractices, methods, and acts commonlyand
ordinarily used in electrical engineering and operations by a significant portion of the electric
power generation and transmission industry, in the exercise of reasonable judgment in the light of
the facts known or that should have been known at the time a decision was made, that would have
been expected to accomplish the desired result in a manner consistent with law, regulation,
reliability, safety, environmental protection, economy, and expedition.
1.22 "(lg[[y!49-Etg!!!!y" or 6(9" means a generating facility which meets the
requirements for "QF" status under PLTRPA and part 292 of FERC's Regulations, 18 C.F.R. Part
292, and,which has obtained certification of its QF status.
1.23 "&l!gI3@" means Seller's electrical load on Seller's side ofthe retail meter(s)
through which Avista delivers electric energy to Seller's University campus, including Facility
Service Power, to be served directly by the Facility. For the avoidance of doubt, Seller's Load
shall not include any third-party electrical load or any remote load that requires the output from
the Facility to be delivered across Avista distribution or transmission facilities.
Page - 3 - UNIVERSITY OF IDAHO POWER PURCHASE AGREEMENT (SOLAR)
1.24 '6Term" shall have the meaning provided in Section 4 of this Agreement.
1.25 "WECC" means the Western Electricity Coordinating Council or its successor.
1.26 "WIg" means the Western Renewable Energy Generation Information
System, or a successor.
1.27 o'@' means the then current operating rules and
requirements adopted by WREGIS, as such rules and requirements may be amended,
supplemented or replaced (in whole or in part) from time to time.
2. WARRANTIES
2.1 No \ilarrantv bv Avista. Avista makes no warranties, expressed or implied,
regarding any aspect of Seller's design, specifications, equipment or facilities, including, but not
limited to, safety, durability, reliability, strength, capacity, adequacy or economic feasibility, and
any review, acceptance or failure to review Seller's design, specifications, equipment or Facility
shall not be an endorsement or a confimration by Avista. Avista assumes no responsibility or
obligation with regard to anyNERC and/or WECC reliability standard associated with the Facility
or the delivery of electric energy from the Facility to the Point of Delivery.
2.2 Seller's Warranty. Seller warrants and represents that (a) Seller has investigated
and determined that it is capable ofperforming and will perform the obligations hereunder and has
not relied upon the advice, experience or expertise of Avista in connection with the tansactions
contemplated by this Agreement; (b) all professionals and experts including, but not limited to,
engineers, attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller; (c) Seller will
comply with all applicable laws and regulations and shall obtain and comply with applicable
licenses, permits and approvals in the design, construction, operation and maintenance of the
Facility; and (d) the Facility is, and during the Tenn of this Agreement will remain, a Qualiffing
Facility as that term is used in l8 C.F.R Part292. Seller's failure to maintain Qualiffing Facility
status will be a material breach of this Agreement. Avista reserves the right to review the Seller's
Qualiffing Facility status and associated support and compliance documents at any time during
the Term of this Agreement.
3. CONDITIONS PRIOR TO DELIVERY OF NET OUTPUT
3.1 Seller Representation. Seller represents that, prior to the commencement of the
first delivery of Net Output to Avista Seller's licenses, permits and approvals (including but not
limited to, evidence of compliance with Subpart B, 18 C.F.R. $ 292.207, tribal, state and local
business licenses, environmental permits, easements, leases and all other required approvals) are
legally and validly issued, are held in the name of the Seller, and Seller is in substantial compliance
with said permits.
Page - 4 - UNIVERSIY OF IDAHO POWER PURCHASE AGREEMENT (SOLAR)
3.2 Independent Eneheerine Certifications. Upon Avista's request, prior to the
commencement of the first delivery ofNet Output to Avista, Seller shall submit to Avista applicable
Independent Engineering Certifications for Constuction Adequacy for a Qualiffig Facility. The
Independent Engineering Certification shall be signed by a licensed professional engineer in good
standing and be submitted in a form specified in Exhibit C-1. . Avista's acceptance of such forms
shall not be unreasonably withheld. This Section 3.2 shall not apply to a Seller who has previously
provided the certification required by this Section to Avista for the same Facility.
3.3 Interconnection Asreement. Seller shall provide Avista a copy of its
lnterconnection Agreernent, which shall be attached hereto as Exhibit D.
3.4 Insurance. Upon Avista's request, Seller shall, to the extent applicable, submit to
Avista evidence of compliance with Section 7.1.
3.5 Network Resource Desisnation. Upon Avista's request, Seller shall provide to
Avista all data required by Avista to enable the Facility to be designated by Avista as a network
resource.
4. TERMOFAGREEMENT
This Agreement shall be effective on the date last signed below or such other date set by
Commission order (the "Effective Date") and shall continue for two (2) years after the Effective
Date (the o'Term"), unless otherwise terminated as provided herein.
5. PURCIIASE PRICES AND PAYMENT
5.1 Seller Election. To the extent that the Facility generates energy in excess of Seller
Load, Seller elects to provide such energy generated by the Facility to Avista as Seller determines
such energy generated by the Facility is available for sale to Avista (on an as-available basis)
5.2 Avoided Costs Calculated at the Time of Deliverv. To the extent that Seller
provides energy generated by the Facility to Avista pursuant to Section 5.1, the rate to be paid to
Seller shall be the avoided costs calculated at the time of delivery ("Avoided Cost Rates"), which
shall be, for each hour in which Seller delivers Net Output to Avista at the Point of Delivery after
the Commercial Operation Date, the Market Energy Price for such hour expressed in $ per kWh
multiplied by the total kWh delivered to Avista at the Point of Delivery for such hour.
5.3 Pavments to Seller. For any calendar month in which Seller has delivered Net
Output from the Facility to Avista in accordance with this Agreernent, Avista_shall prepare and
submit to Seller a monthly statement based upon Net Output delivered to Avista during the
previous month. Payments owed by Avista shall be paid no later than the 206 day of the month
following the end of the monthly billing period or five days after the receipt of a monthly statement,
whichever is later. If the due date falls on a non-Business Day, then the payment shall be due on
the next Business Day.
Page - 5 - UNIVERSITY OF IDAHO POWER PURCHASE AGREEMENT (SOLAR)
5.4 Pavments to Avista and Risht of Set Off. If Seller is obligated to make any
payment or refund to Avista, Seller agrees that Avista may set offsuch payment or refund amount
against any current or future payments due Seller under this Agreement. If Avista does not elect
to set off, or if no current or future payment is owed by Avista, Avista shall submit an invoice to
Seller for such payments. Seller shall pay Avista no later than the 206 day of the month following
the end of the monthly biling 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.
5.5 Interest. In addition to the remedies set forth in Section 15 of this Agreement, any
amounts owing after the due date specified in Sections 7.3 and 7.4 willbe subject to interest in the
amount of one and one half percent (1.5%) per month, not to exceed the maximum rate allowed
by the law, multiplied by the unpaid balance.
5.6 Wire Transfer. All payments shall be made by ACH or wire tansfer in accordance
with further agreement of the Parties.
5.7 Title and Risk of Loss. As between the Parties, Seller shall be deemed to be in
control of the output from the Facility up to and until delivery to and receipt by Avista at the Point
of Delivery and Avista shall be deemed to be in control of the Net Output delivered to and received
byAvista.
6. ENVIRONMENTAL ATTRIBUTES6.1 Ownership of Environmental Attributes. To the full extent allowed by
applicable laws or regulations, Avista shall own or be entitled to claim fifty percent of the
Environmental Athibutes associated with the Net Output delivered to Avista.
To the extent necessary, Seller shall assign to Avista all rights, title and authority necessary
for Avista to register, own, hold and manage such Environmental Attributes in Avista's own name
and to Avista's account, including any rights associated with WREGIS (or any other renewable
energy information or tracking system that may be established) with regard to monitoring,
tracking, certiffing, or trading such Environmental Attributes. The Environmental Attributes to be
transferred to Avista hereunder will be sourced from the Facility. Seller shall take all reasonable
steps, at Seller's expense, required to obtain and maintain fradable renewable certification,
including Green-e, California Energy Commission, or other similal certification for the Facility
and/or the Gross Facility Output.
6.2 Transfers. To the extent that Avista is to own any Environmental Attributes in
accordance with Section 6.1 of this Agreement, Seller shall tansfer all such Environmental
Attributes to Avista on a monthly basis in accordance with the certification procedure established
by the WREGIS Operating Rules. Seller shall comply with all laws, including, without limitation,
the WREGIS Operating Rules, regarding the certification and tansfer of such Environmental
Attributes to Avista and Avista shall be given sole title to all such Environmental Attributes. Seller
warrants that upon delivery to Avista, the Environmental Attributes will be free and clear of all
liens, security interests, claims and encumbrances. Upon request of Avista, Seller shall, at its sole
expense, take all actions and execute all documents or instruments necessary to ensure that such
Page - 6 - UNIVERSITY OF IDAHO POWER PURCHASE AGREEMENT (SOLAR)
Environmental Attributes are issued and tracked for purposes of satisffing state renewable
portfolio standard requirements, including Washington State's Energy lndependence Act
requirements, and are transferred in a timely manner to Avista.
6.3 Chanees to WREGIS. If the WREGIS Operating Rules are changed or replaced
after the Effective Date, WREGIS applies the WREGIS Operating Rules in a manner inconsistent
with Section 6.2 after the Effective Date, or WREGIS is eliminated or replaced, the Parties
promptly shall modiff Section 6.2 as reasonably required to cause and enable Seller to transfer
Environmental Attributes to Avista (to the extent required by Sections 6.1 and 6.2), including but
not limited to those modifications reasonably required to cause and enable Seller to transfer to
Avista's WREGIS Account the Environmental Attributes that are required to be transferred to
Avista for each given calendar month under this Agreement.
7. INSURANCE:CONTINUINGOBLIGATIONS
7.1 Insurance. Prior to the commencement of the frst delivery of Net Output to
Avista, Seller, at its own cost, shall obtain and maintain the following insurance in force over the
term of this Agreement and shall provide certificates of all insurance policies. All insurance
policies required to fulfill the requirements of this Section 7 shall include language requiring that
any notice of cancellation or notice of change in policy terms be sent to Avista by the insurance
carrier(s) at least sixty days prior to any change or termination of the policies.
7.1.1 General Liabilitv. Seller shall carry commercial general liability insurance
for bodily injury and property damage with a minimum limit equal to $1,000,000 for each
occurrence. The deductible shall not exceed the Seller's financial ability to cover claims
and shall not be greater than prevailing practices for similar operations in the State of
Washington.
7.1.2 Pronertv. Seller shall carry all-risk property insurance for repair or
replacement of the Facility. The limit of property insurance shall be sufficient to restore
operations in the event of reasonably foreseeable losses from natural, operational,
mechanical andhuman-causedperils. Thedeductible shall notexceed the Seller's financial
ability to fund the cost of losses and shall not be greater than prevailing practices for similar
operations in the State of Idatro.
7.1.3 Oualifvine Insurance. The insurance coverage required by this Section 7
shall be obtained from an insurance company reasonably acceptable to Avista and shall
include an endorsement naming Avista as an additional insured and loss payee as
applicable.
7.1.4 Notice of Loss or Laose of Insurance bv Seller. If the insurance coverage
required by this Section 7 is lost or lapses for any reason, Seller will immediately notifu
Avista in writing of such loss or lapse. Such notice shall advise Avista of (i) the reason for
such loss or lapse and (ii) the steps Seller is taking to replace or reinstate coverage. Seller's
failure to provide the notice required by this Section and/or to promptly replace or reinstate
coverage will constitute a material breach of this Agreement
Page - 7 - UNTVERSITY OF IDAHO POWER PURCHASE AGREEMENT (SOLAR)
7.2 Self-Insurance. Notwithstanding the foregoing, Seller shall be entitled to self-
insure through its self-funded liability pro$am administered by the State of Idaho Office of Risk
Management, which has a Combined Single Limit of $500,000. Seller will provide a Certificate
of Financial Reqponsibility upon request.
7.3 Continuine Oblieations. For the Term of this Agreement, Seller will provide
Avista with the following:
7.3.1 Insurance. Upon Avista's request, Seller shall provide Avista evidence of
compliance with the provisions of Section 7.1. If Seller fails to comply, such failure will
be a material breach and may only be cured by Seller promptly supplying evidence that the
required insurance coverage has been replaced or reinstated.
7.3.2 Ensineer's Certification. If requested by Avista, Seller will supply Avista
with a Certification of Ongoing Operations and Maintenance from a Registered
Professional Engineer licensed in the state in which the Facility is located, which
certification shall be in the form specified in Exhibit C-2. Seller's failure to supply the
certificate required by this Section 7.3.2 will be a material breach that may only be cured
by Seller promptly providing the required certificate. Avista may request the Certification
of Ongoing Operations and Maintenance required by this Section once in during the Term.
7.3.3 Licenses and Permits. During the Term of this Agreement, Seller shall
comply with all applicable federal, state, and local laws and regulations. Seller shall
maintain compliance with all permits and licenses described in Section 3.1 of this
Agreement. In addition, Seller will obtain, and supply Avista with copies of, any new or
additional permits or licenses that may be required for Seller's operations. At least every
fifth year after the Effective Date, Seller will update the documentation described in
Section 3.1. If at any time Seller fails to maintain compliance with the permits and licenses
described in Section 3.1 or this Section, or to provide documentation required by this
Section, such failure will be a material breach of this Agreement that may only be cured
by Seller submitting to Avista evidence of compliance.
8. CTJRTAILMENT.INTERRT'PTION OR REDUCTION OF DELIVERY
Avista may require Seller to curtail, intemrpt or reduce delivery of Net Output if, in
accordance with Section9.Z, Avista deterrnines that curtailment, intemrption or reduction is
necessary because of a Force Majeure event or to protect persons or property from injury or
damage, orbecause of emergencies, necessary system maintenance, systern modification or special
operating circumstances. Avista will use commercially reasonable efforts to keep any period of
curtaihnent, intemrption, or reduction to a minimum. [n order not to interfere unreasonably with
Seller operations, Avista will, to the extent practical, give Seller reasonable prior notice of any
curtailment, intemrption, or reduction, the reason for its occurrence and its probable duration.
Seller understands and agrees that Avista may not be able to provide notice to Seller prior to
intemrption, curtailment, or reduction of electrical energy deliveries to Avista in emergency
circumstances, real-time operations of the electric system, and/or unplanned events,
Page - 8 - UNIVERSITY OF IDAHO POWER PURCHASE AGREEMENT (SOLAR)
9. OPERATION
9.1 Communications and Reportins. Avista and the Seller shall maintain appropriate
operating communications through the Communicating and Reporting Guidelines specified in
Exhibit B.
9.2 Excuse From Acceptance of Deliverv of Enerw.
9.2.1 Avista may curtail, intemrpt, reduce or suspend delivery, receipt or
acceptance of Net Output 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 failure to do so may:
(a) endanger any person or property, or Avista's electric system, or any
electric system with which Avista's system is interconnected;
@) cause, or contribute to, an imminent significant disruption of electric
service to Avista's or another utility's customers;
(c) interfere with any construction, installation, inspection, testing, repair,
replacement, improvement, alteration, modification, operation, use or maintenance
of or addition to, Avista's electric system or other property of Avista; or
(d) prevent or interfere with Avista's compliance with any applicable law
or regulatory requirement.
9.2.2 Avista shall promptly notifu Seller of the reasons for any such curtailment,
intemrption, reduction or suspension provided for in Section 9.2. Avista shall use
reasonable efforts to limit the duration of any such curtailment, intemrption, reduction or
suspension.
9.3 Seller's Risk. Seller shall design, construct, own, operate and maintain the Facility
at its own risk and expense in compliance with all applicable laws, ordinances, rules, regulations,
orders and other requirements, now or hereafter in effect, of any govemmental authority.
9.4 Avista's Risht to Insnect. Seller shall permit Avista to inspect and audit the
Facility, any related production, delivery and scheduling documentation or the operation, use or
maintenance of the Facility at any reasonable time and upon reasonable notice. Seller shall provide
Avista reasonable advance notice of any Facility test or inspection performed by or at the direction
of Seller.
9.5 Seller Oblisations in Accordance with Prudent Utilitv Practices. Seller shall
own, operate and maintain the Facility and any Seller-owned lnterconnection Facilities so as to
allow reliable generation and delivery ofNet Output to Avista for the full Term ofthe Agreement, in
accordance with Prude,nt Utility Practices.
Page - 9 - UNNERSITY OF IDAHO POWER PURCHASE AGREEMENT (SOLAR)
9.6 Modifications. Seller shall notiff Avista in writing of any material modifications to
the Facility. Material modifications to the Facility include, but are not limited to, any modification
that increases or decreases the Facility nameplate capacity rating, changes the primary energy source,
and changes to the generator fuel. Any material modifications to the Facility, including but not limited
to the generator or turbine, that (1) increases the Facility nameplate capacity rating, or (2) changes the
primary energy source, or (3) changes to the generator fuel, will require a review of the Agreement
terms, conditions and pricing and Avista, at its sole deterrnination, may adjust the pricing or terninate
the Agreement. If the Agreement is terminated because of said modifications, the Seller will be
responsible for any termination damages.
10. INTERCONNECTION.METERINGAI\TDTRANSMISSION
Seller shall make all necessary arrangements to interconnect its Facility with the electrical
system of Avista. Any required metering for the Facility shall be pursuant to the lnterconnection
Agreement.
11. FORCE MAJETJRE
11.1 Except as expressly provided in Section 11.6, neither Party shall be liable to the
other Party, or be considered to be in breach of or default under this Agreement, for delay in
performance due to a cause or condition beyond such Party's reasonable control which despite the
exercise of reasonable due diligence, such Party is unable to prevent or overcome ("Force
Majeure"), including but not limited to:
(a) fire, flood, earthquake, volcanic activity; court order and act of civil, military
or governmental authority; strike, lockout and other labor dispute; riot, insurrection,
sabotage or war; pandemic or epidemic; unanticipated electrical disturbance originating in
or transmitted through such Party's electric system or any elecfic system with which such
Party's system is interconnected; or
(b) an action taken by such Party which is, in the sole judgment of such Party,
necessary or prudent to protect the operation, performance, integrity, reliability or stability
of such Party's electric system or any electric system with which such Party's electric
system is interconnected, whether such actions occur automatically or manually.
ll.2 In the event of a Force Majeure event, the time for performance shall be extended
by a period of time reasonably necessary to overcome such delay. Avista shall not be required to
pay for Net Output which, as a result of any Force Majeure event, is not delivered.
11.3 Nothing contained in this Section shall require any Party to settle any strike, lockout
or other labor dispute.
ll.4 In the event of a Force Majeure event, the delayed Party shall provide the other
Party notice by telephone or email as soon as reasonably practicable and written notice within
fourteen days after the occurrence of the Force Majeure event. Such notice shall include the
particulars of the occrrrence. The suspension of perfonnance shall be of no greater scope and no
Page - 10 - UNTVERSITY OF IDAHO POWER PURCHASE AGREEMENT (SOLAR)
longer duration than is required by the Force Majeure and the delayed Party shall use its best efforts
to remedy its inability to perform.
11.5 Force Majeure shall include any unforeseen electrical disturbance that prevents any
electric energy deliveries from occurring at the Point of Delivery.
11.6 Notwithstanding anything to the contrary herein, Force Majeure shall not apply to,
or excuse any default under, Sections 15.1(a), 15.1(b), 15.l(c), or 15.l(d). For the avoidance of
doubt, Avista may declare Seller in Default if an event described in any of Sections 15.1(a),
15.1(b), 15.1(c), or 15.1(d), occurs and Avista may pursue any remedy available to it under this
agreement.
12. INDEMNITY
l2.l Except as precluded by applicable law (including the limitations prescribed by the
laws of the state of Idaho and, to the extent required by such laws, the lawful policies
promulgated by the University of Idaho's Board of Regents), the Parties shall at all times
indemnifu, defend, and hold the other Party harmless from, any and all damages, losses, claims,
including claims and actions relating to injury to or death of any person or damage to property,
demand, suits, recoveries, costs and expenses, court costs, attomey fees, and all other obligations
by or to third parties, arising out of or resulting from such Party's action or failure to meet its
obligations under this Agreement, except in cases of gross negligence or intentional wrongdoing
by the indemnified Party. This indemnity shall not extend the responsibility or liability of
University of Idatro beyond that allowed by applicable law, including without limit and to the
extent applicable, the Idaho constitution, the Idaho Tort Claims Act, and Idaho Code sections 59-
1015, 1016, and 1017. Nothing herein shall obligate the Legislature of the State of Idaho to
make future appropriations for any payment of any obligation of the University of Idaho, and any
such obligation is an independent obligation of the University and not of the State of Idaho.
Nothing herein shall be deemed a waiver of the University of ldaho's or the State of Idaho's
sovereign immunity, which is hereby expressly reserved.
12.2 SELLER AI\D AVISTA SPECIFICALLY WARRANT THAT THE TERMS
AhID CONDITIONS OF THE FOREGOING INDEMNITY PROYISIONS ARE TIIE
SUBJECT OF MUTUAL NEGOTIATION BY THE PARTIES, AI\D ARE
SPECIFICALLY AI\D EXPRESSLY AGREED TO IN CONSIDERATION OF THE
MUTUAL BENEFITS DERTVED UI\DER THE TERMS OF THE AGREEMENT.
12.3 EXCEPT AS EXPRESSLY PROVIDED HERETN, NEITHER PARTY
SHALL BE LIABLE UI\DER AI\Y PROYISION OF THIS AGREEMENT FOR ANY
SPECIAL, II\DIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,
TNCLUDING BUT NOT LTMTTED TO LOSS OF PROFIT, SAVINGS OR REVENUE,
LOSS OF THE USE OF EQITIPMENT, COST OF CAPTTAL, OR COST OF
TEMPORARY EQUIPMENT OR SERVICES, WHETHER BASED IN WIIOLE OR IN
PART IN CONTRACT, IN TORT, INCLT]DING NEGLIGENCE, STRICT LIABILITY,
OR AllY OTHER THEORY OF LIABILITY; PROYIDED, HOWEVE& THAT AIYY
AMOUNTS DUE TO SELLER AS PAYMENT FOR NET OUTPUT DELIVERED TO
Page - 11 - UNTVERSITY OF IDAHO POWER PURCHASE AGREEMENT (SOLAR)
AVISTA PURSUAI\T TO THE TERMS OF TIIIS AGREEMENT SIIALL BE DEEMED
TO BE DIRECT DAMAGES.
13. ASSIGNMENT
13.f Seller shall not assign its rights or delegate its duties under this Agreement without
the prior written consent of Avista, which consent shall not be unreasonably withheld. Subject
to the foregoing restrictions on assignments, this Agreement shall be fully binding upon, inure to
the benefit of and be enforceable by the Parties and their respective successors, heirs and assigns.
13.2 Seller shall have the right without Avista's consent, but with a thirty days prior
written notice to Avist4 to make collateral assignments of its rights under this Agreement to satisfy
the requirements of any development, construction, or other reasonable long-term financing. A
collateral assignment shall not constitute a delegation of Se ller's obligations under this Agreement,
and this Agreement shall not bind the collateral assignee. Any collateral assignee succeeding to
any portion of the ownership interest of Seller shall be considered Seller's successor in interest
and shall thereafter be bound by this Agreement.
14. NO UNSPECIFIED THIRD.PARTY BENEFICIARIES
There are no third-party beneficiaries of this Agreement. Nothing contained in this
Agreement is intended to confer any right or interest on anyone other than the Parties, and their
respective successors, heirs and assigns permitted under Section 13.
15. DEFAULT AND TERMINATION
l5.l In addition to any other breach or failure to perform under this Agreement, each of
the following events shall constitute a Default:
(a) The Facility ceases to be a Qualifying Facility;
b) A Parfy becomes insolvent (e.g., is unable to meet its obligations as they become
due or its liabilities exceed its assets);
(c) Seller makes a general assignment of substantially all of its assets for the benefit
of its creditors, files a petition for bankruptcy or reorganization or seeks other relief under
any applicable insolvency laws;
(d) Seller has filed against it a petition for bankruptcy, reorganizationor other relief
under any applicable insolvency laws and such petition is not dismissed or stayed within
sixty days after it is filed;
(e) Seller is in default under any Agreement related to this Agreement; or
Page - 12 - UNTVERSITY OF IDAHO POWER PURCHASE AGREEMENT (SOLAR)
(f Termination, cancellation or expiration of any agreement required for Seller to
deliver electric energy to Avista under this Agreement, including but not limited to the
Interconnection Agreement.
15.2 Notice and Opportunity to Cure. [n the event of a Default, the non-Defaulting
Party shall give written notice to the Defaulting Party of a Default in accordance with Section 27.
Except as provided in Section 1 5. I (d), if the Defaulting Party has not cured the breach within thirty
days after receipt of such written notice, the non-Defaulting Party may, at its option, terminate this
Agreement and/or pursue any remedy available to it in law or equity; provided that, if a Default
occurs under Sections 15.1(a) or 15.1(f), Seller shall not deliver any Net Output to Avista, and
Avista shall have no obligation to accept any Net Output from the Facility, until such Default is
cured.
15.3 Additional Rights and Remedies. Any right or remedy aflorded to either Party
under this Agreernent on account of a Default by the other Party is in addition to, and not in lieu
of, all other rights or remedies available to such Party under any other provisions of this
Agreement, by law or otherwise on account of the Default.
15.4 Damages. If this Agreement is terminated as a result of Seller's Default after the
Effective Date, Seller shall pay Avista, in addition to other damages, the positive difference, if
any, between the applicable Avoided Cost Rate and the cost to replace the Net Output for twelve
months beginning on the date of the original Default, plus all associated tansmission costs to
Avista to acquire such replacement Net Output.
16. DISPUTE RESOLUTION
Each Party shall stive to resolve any and all differences during the term of the Agreerrent
through meetings and discussions. If a dispute cannot be resolved within a reasonable time, not to
exceed thirty days, each Party shall escalate the unresolved dispute to a senior officer designated
by each Party. If the senior oflicers are not able to resolve the dispute within ten Business Days
of escalation then the Parties may agree to mediate or arbitrate the dispute. In the event that the
Parties do not agree to mediation or arbitation, either Party may, as applicable, request a hearing
before the Commission or seek relief in a court of competent jurisdiction.
17. RELEASE BY SELLER
Seller releases Avista from any and all claims, losses, harm, liabilities, damages, costs and
expenses to the extent resulting from any:
l7.l Electric disturbance or fluctuation that migrates, directly or indirectly, from
Avista's electric system to the Facility;
17.2 Intemrption, suspension or curtailment of electric service to the Facility or any
other premises owned, possessed, conffolled or served by Seller, which intemrption, suspension
or curtaihnent is caused or contributed to by the Facility or the interconnection of the Facility;
Page - 13 - UNIVERSIY OF IDAHO POWER PURCHASE AGREEMENT (SOLAR)
17.3 Disconnection, intemrption, suspension or curtailment by Avista pursuant to terms
of this Agreement or the Interconnection Agreement.
18. SEVERAL OBLIGATIONS
The duties, obligations and liabilities of the Parties under this Agreement are intexlded to
be several not joint or collective. This Agreement shall not be interpreted or construed to create
an association, joint venture or parbrership between the Parties. Each Party shall be individually
and severally liable for its own obligations under this Agreement. Further, neither Party shall have
any rights, power or authority to enter into any agreement or undertaking for or on behalf of, to act
as to be an agent or representative of, or to otherwise bind the other Party.
19. IMPLEMENTATION
Each Party shall promptly take such action (including, but not limited to, the execution,
acknowledgement and delivery of documents) as may be reasonably requested by the other Party
for the implementation or continuing perforrnance of this Agreement.
20. NON.WAIVER
The failure of either Party to insist upon or enforce strict performance by the other Party of
any provision of this Agreement or to exercise any right under this Agreement shall not be
construed as a waiver or relinquishment of such Party's right to assert or rely upon any such
provision or right in that or any subsequent instance; rather, the same shall be and remain in full
force and effect.
21. AMEI\DMENT
No change, amendment or modification of any provision of this Agreement shall be valid
unless set forth in a written amendment to this Agreement signed by both Parties.
22. CHOICE OF LAWS
This Agreement shall be construed and interpreted in accordance with the laws of the State
of Idaho without reference to its choice of law provisions.
23. IIEADINGS
The Section headings in this Agreement are for convenience only and shall not be
considered part of or used in the interpretation of this Agreement.
24. SEVERABILITY
The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreernent, and this Agreement shall be
construed in all respects as if the invalid or unenforceable provision were omitted.
Page - 14 - UNIVERSITY OF IDAHO POWER PURCHASE AGREEMENT (SOLAR)
25. COUNTERPARTS
This Agreement may be executed in trvo or more counterparts, each of which shall be
deemed as an original, and together shall constitute one and the same document.
26. TAXES
Each Party shall pay before delinquency all taxes and other governmental charges which,
if failed to be paid when due, could result in a lien upon the Facility or the Interconnection
Facilities.
27. NOTICES
Unless otherwise specified, all written notices or other communications required by or
provided under this Agreement shall be mailed or delivered to the following addresses, and shall
be considered delivered when deposited in the US Mail, postage prepaid, by certified or registered
mail or delivered in person:
to Avista:Director, Power Supply
Avista Corporation
P.O.Box3727
Spokane, WA 99220
to Seller:Director of Facilities
University of ldaho
875 Perimeter Drive, MS228l
Moscow,ID 83844-228I
Either Party may change its designated representative to receive notice and/or address
specified above by giving the other Party written notice of such change.
28. SURVIVAL
Rights and obligations which, by their nature, 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 Section 12 (Indemnity) and Section 16 (Dispute
Resolution).
29. ENTIRE AGREEMENT
This Agreement, including the following exhibits which are attached and incorporated by
reference herein, constitutes the entire agreement of the Parties and supersedes all prior and
contemporaneous oral or written agreements between the Parties with respect to the subject matter
hereof.
Page - ls - UNTVERSITY OF IDAHO POWER PURCHASE AGREEMENT (SOLAR)
Exhibit A
Exhibit B
Exhibit C-l
Exhibit C-2
Exhibit D
30. Authoritv
Project Description and Point of Delivery
Communications and Reporting
Independent Engineering Certifications for Construction Adequacy for a
Qualifying Facility
Independent Engineering Certifications for Ongoing Operations and
Maintenance for a Quali$ing Facility
Interconnection Agreement
In entering this Agreement, the Seller's representative is acting under delegated authority
under Board of Regents Policy V.l.
IN WITNESS WHEREOF, the Parties have caused this Agreernent to be executed by
their duly authorized representatives as of the date set forth below.
REGENTS OF THE UNIVERSITY OF AVISTA CORPORATION
IDAHO
By:L*U-!x-
Printed Printed Name Dennis Vermillion
Vui f-sila 4q h*.ot /Title: President and CEO
Date: l"lf '?a{)Date:Februarv 16.2022
Page - 16 - IINMRSITY OF IDAHO POWER PURCHASE AGREEMENT (SOLAR)
Exhibit A
Proiect Description and Point of Deliverv
Description of the Facilitv:
Seller's Facility is described as University of Idaho IRIC Solar Array, and consists of:o Nameplate size (rating) - 132.2 kW (AC)
o Maximum Generation tnjection at Point of Interconnection.- 132.2 kW (AC)
o Interconnection feeder: Moscow City M1551Io Generator Tlpe - four Solar Edge 33.3KUS inverterso Interconnection Type - Network Resource
Location:
Seller's Facility is located at the University of Idaho Integrated Research and Innovation Center
(IRIC),81d9770,685 S. Line Steet, Moscow,Idaho 838,14
Point of Deliverv:
The secondary terminals of the Transmission Provider's Disfribution Transformer(s) where the
Seller's secondary conductors are connected.
Exhibit B
Communication and Reoortins
(1) Email communications between Seller and Avista shall be submitted to:
Avista: [e-mail]; or
[e-mail]
S eller: j ohnsonb@uidaho. edu
Alternate: _ [e-mail]
(2) All oral communications relating to electric energy scheduling, generation 1"ysl gfoanges,
intemrptions or outages between Seller and Avista will be communicated on a recorded line as
follows:
(a) Pre-Schedule (5:30 am to 12:00 noon on Business Days):
Avista Pre-Scheduler: (509) 495 -491 |
Alternate Phone: [phone]
Seller: [phone]
Alternate Phone: [phone]
(b) Real-Time Schedule (available 24 hours a day)
Avista Real-Time Scheduler: [phone]
Seller: (208)874-75s0
Alternate Phone:
(3) Either Party may change its contact information upon written notice to the other Party
Exhibit C -1
Independent Enqineerinq Certification for
Construction Adeouacv for a Oualifuins Facilitv
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 power plants of the same t)ape as
(Title of QF) sited at rn
County, State of _ (the "Facility").
2. I have reviewed and/or supervised the review of the constnrction in progress or of
the completed Facility and it is my professional opinion that said Facility has been designed and
built according to appropriate plans and specifications bearing the words "CERTIFIED FOR
ACCEPTANCE ' and with the stamp of the certifying 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 relationship 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 to the
best of my knowledge and I therefore set my hand and seal below.
Signed and Sealed
DATE:
SIGNATURE:
PRINTED NAME:
l. t,
Exhibit C -2
Independent Ensineerinq Certification of Oneoins Operations and
Maintenance for a Oualifvine Facilitv
1. The undersigned is a duly authorized representative of in its
capacity asanindependent engineer(the "lndependent Engineer"). The Independent
Engineer has substantial experience reviewing the design, construction, and operation
of electric power plants ofthe same type as the University of Idaho's IRIC solar aray
("Facility").
2. Independent Engineer has reviewed the operation and maintenance agreement ("O&M
Agreement"') for the Facility and it is the lndependent Engineer's professional opinion that,
provided the Facility has been designed and built to appropriate standards, the O&M
Agreement is the same as the original O&M Agreement in place at COD, the is consistent
with Prudent Utility Practices (as defined in the Agreement) and therefore is considered
adequate to support the Facility's production of energy in accordance with the requirements
of the Agreement, noting that the lndependent Engineer makes no representation as to the
amounts of energy that will be produced by the Facility.
3. Independent Engineer has no economic relationship to the designer or owner of said Facility
and has made its analysis of the O&M Agreement independently.
4. Independent Engineer hereby confirms thatthe above statements are complete, true, and
accurate to the best of its knowledge.
Signed and Sealed
DATE:
SIGNATURE:
PRINTED NAME:
Avi$a Corp. Contract No. AV -TR22-M73
ST{ALL GENERATOR
TNTERCONNECTION AGREEMENT (SGH)
BETWEEN
REGENTS OF THE TNIVERSITY OF IDAHO
ADII}
AVISTA CORPORATION
(PROJECT ffi'T7)
TABLE OF CONTENTS
Scope and Limitations of Agreement
Authority of the lnterconnection Customer ....
Responsibilities of the Parties........
Parallel Operation Obligations
Metering
Definitions .........
Authorization and Right of Access
Equipment Testing and Inspection...............
Authorization Required Prior to Parallel Operation.
Right of Access............
Effective Date, Term, Termination, and Disconnection..
Effective Date ..........
Term of Agreernent
Temporary Disconnection .......
Emergency Conditions.
Routine Maintenance, Construction, and Repair
Forced Outages
Adverse Operating Effects
Modification of the Small Generating Facility
Reconnection
Billing and Payment.......................
Billing and Payment Procedures ....
Page No.
Article 1.
1.4
1.5
1.6
1.7
1.8
1.9
Reactive Power........
2
5
6
7
7
7
7
Article 2.
2.1
2.2
2.3
Article 6.
6.1
6.2
7
7
8
8
Article 3.
3.1
3.2
3.3
3.4
3.4.1
3.4.2
3.4.3
3.4.4
3.4.s
3.4.6
4.t
4.2
4.3
................9
................9
9
Termination ..9
10
ll
t2
.........10
.........10
...........1 1
.. .. . ...... 1 1
...........1 I
Article 4. Cost Responsibility for Interconnection Facilities and DistributionUpgrades ......::......
Interconnection Facilities
Distribution Upgrades.....
Joint Coordination...........
Article 5. Cost Responsibility for Transmission Upgrades..........
....,...,..12
,,.........12
,.,.....,,.12
.............t2
,,.,...,','.,12
t2
Billing and Payment Procedures for Costs of Operating, Maintaining, Repairing,
and Replacing the Transmission Provider's lnterconnection Facilities....................13
General.......
Payment......
Article 7. Assignment Liability Indemnity, Force Majeure, Consequential
Damages, and Default......................
6.2.1
6.2.2
..............1 3
.............. t3
l3
137.1 Assignment .....
Page2
7.2
7.2.1
7.2.2
7.3
7.4
7.5
7.6
r3.3
13.4
13.5
Release and Limitation of Liability ............
Release by the Transmission Provider.
Release by the lnterconnection Customer...............
Indemnity..
Consequential Damages....
Force Majeure
Default
Article8. Insurance........
Article9. Confidentiality
Article 1"0. Disputes
Article 11. Taxes
Article12. Miscellaneous.
I2.l Goveming Law, Regulatory Authority, and Rules..
L2.2 Amendment.................12.3 No Third-Party Beneficiaries.12.4 Waiver12.5 Entire Agreement12.6 Multiple Counterparts................
12.7 NoPartnership............I2.8 Severability12.9 SecurityArrangements..
12.10 EnvironmentalReleases
12.11 Subcontractors.
Article 13. Notices
l3.l General13.2 BiUing and Payment
T7
l9
.19
.19
.19
.t9
.20
.20
.20
.20
.20
.20
.21
.21
Alternative Forms of Notice
Designated Operating Representative..............
Changes to the Notice Information
.2t
.2r
.22
.22
.23
.23
Article 14. Signatures .24
Attachment I - Glossary of Terms .25
Attachment 2 - Description of the Small Generating Facility, Point of Cornmon Coupling,
lnterconnection Facilities, and Metering Equipment
Attachment 3 - One-line Diagram Depicting the Small Generating Facility
lnterconnection Facilities, and Metering Equipment ........................30
.29
Page 3
Attachment 4 - Milestones .................31
AttEchm€ot 5 - Additional Operating nquir€m€n6 for the Tranmiseion Prcvidcds
Eloctrlc System and Affectod Systems Needd to Sqport the
Interconnection Customer2 s Needs .....32
Attachm€ot 6 - Transmission Provider's Description of its Upgrades .......................37
Page4
Interconnection Agreement ("Agreemenf') is made and entered into as of the last date
executed, by Avista Corporation ("Transmission Provided'or "Avista"), and the Regents of the
University of Idaho ("lnterconnection Customer') each hereinafter sometimes referred to
individually as "Party" or both referred to collectively as the "Parties."
Transmission Provider Information
Transmission Provider: Avista Corporation
Attention: Manager, Transmission Services
Address: l41l East Mission Ave
City: Spokane State: Washington
Phone: [phone]
Zip:99202
Interconnection Customer Information
Interconnection Customer: University of Idaho, State Board Regents
Attention: Director of Utilities and Engineering Services
Address: 875 Perimeter Drive
City: Moscow State: Idaho Zip:83844
Phone: [phone]
Interconnection Customer Application No: FT7
In consideration of the mutual covenants set forth herein, the Parties agree as follows:
Article 1. Scope and Limitations of Agreement
1.1 This Agreement governs the terms and conditions under which the lnterconnection
Customer's Small Generating Facility will interconnect with, and Operate in Parallel with,
the Transmission Provider's Electric System.
1.2 This Agreement does not constitute an agreement to purchase or deliver the
lnterconnection Customer's power. The purchase or delivery of power and other services
that the lnterconnection Customer may require will be covered under separate agreements,
if any. The lnterconnection Customer will be responsible for separately making all
necessary arrangements (including scheduling) for delivery of electricity with the
applicable Transmission Provider.
1.3 Nothing in this Agreement is intended to affect any other agreement between the
Transmission Provider and the Interconnection Customer.
t.4 Authoritv of the lnterconnection Customer
The undersigned represent that they have authority to execute this Agreement. The
Interconnection Customer's representative is acting under delegated authority under
Board of Regents Policy V.I.
Page 5
1.5 Responsibilities of the Parties
1.5.1 The Parties shall perform all obligations of this Agreement in accordance with all
Applicable Laws and Regulations, Operating Requirements, and Good Utility
Practice.
1.5.2 The Interconnection Customer shall construct, interconnect, operate and maintain
its Small Generating Facility and construct, operate, and maintain its
lnterconnection Facilities in accordance with the applicable manufacturer's
recommended maintenance schedule, and Operating Requirements in accordance
with this Agreement, and with Good Utility Practice.
1.5.3 The Transmission Provider shall constnrct, operate, and maintain its Transmission
System and lnterconnection Facilities in accordance with this Agreement, and with
Good Utility Practice.
1.5.4 The Interconnection Customer agrees to construct its facilities or systems in
accordance with applicable specifications that meet or exceed those provided by
the National Electrical Safety Code, the American National Standards Institute,
IEEE, Underwriter's Laboratory, and Operating Requirements in effect at the time
ofconstruction and other applicable national and state codes and standards. The
lnterconnection Customer agrees to design, install, maintain, and operate its Small
Generating Facility so as to reasonably minimize the likelihood of a disturbance
adversely affecting or impairing the system or equipment of the Transmission
Provider and any Affected Systems.
1.5.4 The Transmission Provider shall operate and maintain its Electric System and
Interconnection Facilities in accordance with this Agreement, and with Good
Utility Practice.
1.5.5 Each Party shall operate, maintain, repalr, and inspect, and shall be fully
responsible for the facilities that it now or subsequently may own unless otherwise
specified in the Attachments to this Agreernent. Each Party shall be responsible for
the safe installation, maintenance, repair and condition of their respective lines and
appurtenances on their respective sides of the point of change of ownership. The
Transmission Provider and the Interconnection Customer, as appropriate, shall
provide lnterconnection Facilities that adequately protect the Transmission
Provider's Electric System, personnel, and other persons from damage and injury.
The allocation of responsibility for the design, installation, operatiorS maintenance
and ownership of Interconnection Facilities shall be delineated in the Attachments
to this Agreement. Interconnection Customer is responsible for compliance with
any applicable NERC and/or WECC reliability standards and requirements
associated with its facilities and systems. Transmission Provider does not accept
any delegation of, and does not assume any responsibility or obligation for,
compliance with such reliability standards and requirements.
Page 6
1.5.6 The Transmission Provider shall coordinate with all Affected Systems to support
the Interconnection.
Parallel Operation Obli gations
Once the Small Generating Facility has been authorized to commence parallel operation,
the Interconnection Customer shall abide by all rules and procedures pertaining to the
parallel operation of the Small Generating Facility in the applicable balancing area,
including, but not limited to: 1) the rules and procedures concerning the operation of
generation set forth in the Tariffor by the system operator for the Transmission Provider's
Electric System and; 2) the Operating Requirements set forth in Attachment 5 of this
Agreement.
Meterine
The Interconnection Customer shall be responsible for the Transmission Provider's
reasonable and necessary cost for the purchase, installation, operation, maintenance,
testing, repair, and replacement of metering and data acquisition equipment specified in
Attachments 2 and 3 of this Agreement. The lnterconnection Customer's metering (and
data acquisition, as required) equipment shall conform to applicable industry rules and
Operating Requirements.
1.8 Reactive Power
1.6
t.7
1.9
1.8.1 The Interconnection Customer shall design its Small Generating Facility to
maintain a composite power delivery at continuous rated power output at the Point
of lnterconnection at a power factor within the range of 0.95 leading to 0.95
lagging, unless the Transmission Provider has established different requirements
that apply to all similarly situated generators in the contol area on a comparable
basis.
Definitions
Capitalized terms used herein shall have the meanings specified in the Glossary of Terms
in Affachment 1 or the body of this Agreement.
Article 2. Inspection, Testing, Authorization, and Right of Access
2.1 Equipment Testine and Inspection
2.1.1 The Interconnection Customer shall test and inspect its Small Generating Facility
and Interconnection Facilities prior to interconnection. The Interconnection
Customer shall notifu the Transmission Provider of such activities no fewer than
five Business Days (or as may be agreed to by the Parties) prior to such testing and
inspection. Testing and inspection shall occur on a Business Day. The
Transmission Provider may, at its own expense, send qualified personnel to the
Small Generating Facility site to inspect the interconnection and observe the
testing. The Interconnection Customer shall provide the Transmission Provider a
written test report when such testing and inspection is completed.
PageT
2.L.2 The Transmission Provider shall provide the Interconnection Customer written
acknowledgment that it has received the Interconnection Customer's written test
report. Such written acknowledgment shall not be deemed to be or construed as
any representation, assurance, guarantee, or warranty by the Transmission Provider
of the safety, durability, suitability, or reliability of the Small Generating Facility
or any associated control, protective, and safety devices owned or controlled by the
lnterconnection Customer or the quality of power produced by the Small
Generating Facility.
2.2 Authorization Required Prior to Parallel Operation
2.2.r The Transmission Provider shall use Reasonable EfTorts to list applicable parallel
operation requirements in Attachment 5 of this Agreement. Additionally, the
Transmission Provider shall notiff the Interconnection Customer of any changes to
these requirements as soon as they are known. The Transmission Provider shall
make Reasonable Efforts to cooperate with the Interconnection Customer in
meeting requirements necessary for the lnterconnection Customer to commence
parallel operations by the in-service date.
2.2.2 The lnterconnection Customer shall not operate its Small Generating Facility in
parallel with the Transmission Provider's Electric System without prior
authorization from the Transmission Provider. The Transmission Provider will
provide such authorization once the Transmission Provider receives notification
that the Interconnection Customer has complied with all applicable parallel
operation requirernents. The authorization shall not be unreasonably withheld,
conditioned or delayed.
2.3 Risht of Access
2.3.t Upon reasonable notice, the Transmission Provider may send a qualified person to
the premises ofthe Interconnection Customer at or immediately before the time the
Small Generating Facility first produces energy to inspect the interconnection, and
observe the commissioning of the Small Generating Facility (including any
required testing), startup, and operation for a period of up to three Business Days
after initial start-up of the unit. ln addition, the lnterconnection Customer shall
notiff the Transmission Provider at least five (5) Business Days prior to conducting
any on-site verification testing of the Small Generating Facility.
2.3.2 Following the initial inspectionprocess described above, at2.2.2. At reasonable
hours, and upon reasonable notice, or at any time without notice in the event of an
emergency or hazardous condition, the Transmission Provider shall have access to
the Interconnection Customer's premises for any reasonable purpose in connection
with the performance of the obligations imposed on it by this Agreement or if
necessary to meet its legal obligation to provide service to its customers.
Page 8
3.1
2.3.3 Each Party shall be responsible for its own costs associated with following this
article.
Article 3. Effective Date, Term, Termination, and Disconnection
Effective Date
This Agreement shall become effective upon execution by the Parties. The Transmission
Provider shall promptly file this Agreement with the appropriate regulatory agencies, if
required.
3.2 Term of Aereement
This Agreement shall remain in effect through September 30, 2031 and shall be
automatically renewed for each successive one-year period thereafter, unless terminated
earlier in accordance with article 3.3 of this Agreement.
3.3 Termination
No termination shall become effective until the Parties have complied with all Applicable
Laws and Regulations applicable to the termination, including the filing with the
appropriate regulatory agencies of a notice of termination of this Agreement, if required.
3.3.1 The Interconnection Customer may terminate this Agreement at any time by giving
the Transmission Provider twenty (20) Business Days written notice.
3.3.2 In the event the Transmission Provider determines that this Agreement must be
filed with FERC or FERC asserts jurisdiction over this Agreement, Transmission
Provider will file this Agreement with FERC. If FERC issues an order rejecting
this Agreement or accepting this Agreement upon conditions that are, in the sole
determination of such Party, unacceptable to either Party the Parties will meet within
thirty (30) days of the date of such order (unless the Parties agree to a longer period)
to negotiate in good faith for the purpose of amending or replacing this Agreement to
address the issues raised by the FERC order. To the exte,nt practical, the Panies will
endeavorto amendorreplace theAgreement in amannerthattherelativebenefits and
obligations of the Parties under the Agreement are, to the exte,nt practicable,
preserrred.
3.3.3 Either Party may terminate this agreement upon written notice to the other Party at
such time as the Small Generating Facility pemranently ceases commercial
operation.
3.3.4 Either Party may terminate this Agreement after Default pursuant to article 7.6.
3.3.5 Upon tennination of this Agreement, the Small Generating Facility will be
disconnected from the Transmission Provider's Electric System. All costs required
to effectuate the disconnection shall be bome by the terminating Party, unless such
Page 9
3.4
termination resulted from the non-terminating Party's Default of this Agreement or
such non-terminating Party otherwise is responsible for these costs under this
Agreement. The termination of this Agreement shall not relieve either Party of its
liabilities and obligations, owed or continuing at the time of the termination.
3.3.6 The temrination of this Agreement shall not relieve either Party of its liabilities and
obligations, owed or continuing at the time of termination.
3.3.7 The provisions of this article shall survive termination or expiration of this
Agreement.
3.3.8 This Agreement terminates and supersedes all prior interconnection agreements
between the parties for the Small Generating Facility, including the Small
Generator Interconnection Agreement dated August 30, 2021.
Temporary Disconnection
Temporary disconnection shall continue only for so long as reasonably necessary under
Good Utility Practice.
3.4.1 Emereency Conditions -- "Emergency Condition" shall mean a condition or
situation: (1) that in the judgment of the Party making the claim is imminently
likely to endanger life or property; or (2) that, in the case of the Transmission
Provider, is imminently likely (as determined in a non-discriminatory manner) to
cause a material adverse effect on the security of, or damage to the Electric System,
the Transmission Provider's lnterconnection Facilities or the Electric Systems of
others to which the Electric System is directly connected; or (3) that, in the case of
the lnterconnection Customer, is imminently likely (as determined in a non-
discriminatory manner) to cause a material adverse effect on the security of, or
damage to, the Small Generating Facility or the lnterconnection Customer's
Interconnection Facilities. Under Emergency Conditions, the Transmission
Provider may immediately suspend interconnection service and temporarily
disconnect the Small Generating Facility. The Transmission Provider shall notiff
the lnterconnection Customer promptly when it becomes aware of an Emergency
Condition that may reasonably be expected to affect the Interconnection
Customer's operation of the Small Generating Facility. The Interconnection
Customer shall notiff the Transmission Provider promptly when it becomes aware
of an Emergency Condition that may reasonably be expected to affect the
Transmission Provider's Electric System or any Affected Systems. To the extent
information is known, the notification shall describe the Emergency Condition, the
extent of the damage or deficiency, the expected effect on the operation of both
Parties' facilities and operations, its anticipated duration, and the necessary
corrective action.
3.4.2 Routine Maintenance. Construction. and Repair
The Transmission Provider may intemrpt interconnection service or curtail the
output of the Small Generating Facility and temporarily disconnect the Small
Page 10
Generating Facility from the Transmission Provider's Electic System when
necessary for routine maintenance, construction, and repairs on the Transmission
Provider's Electic System. The Transmission Provider shall provide the
Interconnection Customer with five (5) Business Days notice prior to the
intemrption. The Transmission Provider shall use Reasonable Efforts to coordinate
the reduction or temporary disconnection with the Interconnection Customer.
3.4.3 Forced Outaqes
During any forced outage, the Transmission Provider may suspend interconnection
service to effect immediate repairs on the Transmission Provider's Electric System.
The Transmission Provider shall use Reasonable Efforts to provide the
Interconnection Customer with prior notice. If prior notice is not given, the
Transmission Provider shall, upon request, provide the Interconnection Customer
written documentation after the fact explaining the circumstances of the
disconnection.
3.4.4 Adverse Operating Effects
The Transmission Provider shall notiff the lnterconnection Customer as soon as
practicable if based on Good Utility Practice, operation of the Small Generating
Facility may cause disruption or deterioration of service to other customers served
from the same electric system, or if operating the Small Generating Facility could
cause damage to the Transmission Provider's Electric System or Affected Systems.
Supporting docume,ntation used to reach the decision to disconnect shall be
provided to the Interconnection Customer upon request. If, after notice, the
Interconnection Customer fails to remedy the adverse operating effect within a
reasonable time, the Transmission Provider may disconnect the Small Generating
Facility. The Transmission Provider shall provide the Interconnection Customer
with five (5) Business Day notice of the disconnection, unless the provisions of
article 3.4.1 apply.
3.4.5 Modification of the Small Generatine Facilitv
The lnterconnection Customer must receive wriffen authorization from the
Transmission Provider before making any change to the Small Generating Facility
that may have a material impact on the safety or reliability of the Electric System.
The authorization shall not be unreasonably withheld. Modifications shall be done
in accordance with Good Utility Practice. If the Interconnection Customer makes
modification without the Transmission Provider's prior written authorization, the
latter shall have the right to temporarily disconnect the Small Generating Facility.
3.4.6 Reconnection
The Parties shall cooperate with each other to restore the Small Generating Facility,
Interconnection Facilities, and the Transmission Provider's Electric System to their
normal operating state as soon as reasonably practicable following a temporary
disconnection.
Page 1l
4.2
Article 4. Cost Responsibility for fnterconnection Facilities and Distribution Upgrades
4.1 InterconnectionFacilities
4.1.1 The Interconnection Customer shall pay for the cost of the lnterconnection
Facilities itemized in Attachment 2 of this Agreement. The Transmission Provider
shall provide a best estimate cost, including overheads, for the purchase and
construction of its lnterconnection Facilities and provide a detailed itemization of
such costs. Costs associated with lnterconnection Facilities may be shared with
other entities that may benefit from such facilities by agreement of the
lnterconnection Customer, such other entities, and the Transmission Provider.
4.1.2 The Interconnection Customer shall be responsible for its share of all reasonable
expenses, including overheads, associated with (l) owning, operating, maintaining,
repairing, and re,placing its own lnterconnection Facilities, and (2) operating,
maintaining, repairing, and replacing the Transmission Provider' s Interconnection
Facilities.
Distribution Upsrades
Distibution Upgrades are not required for the interconnection of the Small Generating
Facility.
4.3 Joint Coordination
For any planned projects undertaken by the Transmission Provider for which the
lnterconnection Customer bears cost responsibility pursuant to article 4.1.2, the
Transmission Provider shall consult with the Interconnection Customer regarding the
planning, design, replacement, operation, maintenance, and repair of such facilities prior
to procuring equipment for such projects or commencing construction or installation of
such projects, including providing estimated costs. Transmission Provider shall use its best
efforts to minimize such costs.
Article 5. Cost Responsibility for Transmission Upgrades
This article is intentionally left blank.
Article 6. Billing, Paymenf Milestones, and Financial Security
6.1 Billine and Pavment Procedures
6.1.1 The Transmission Provider shall bill the lnterconnection Customer for the design,
engineering, construction, and procurement costs of lnterconnection Facilities and
Upgrades contemplated by this Agreement on a monthly basis, or as otherwise
agreed by the Parties. The Interconnection Customer shall pay each bill within 30
calendar days of receipt, or as otherwise agreed to by the Parties.
Billing and Payment Procedures for Costs of Operating, Maintaining, Repairing, and
Replacing the Transmission Provider's Interconnection Facilities
6.2
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6.2.1 General. Transmission Provider shall submit to lnterconnection Customer, on a
monthly basis, invoices of amounts due for the preceding month for the services
provided by Transmission Provider pursuant to Article 4.1.2(2). Each invoice shall
state the month to which the invoice applies and fully describe the services and
equipment provided.
6.2.2 Pavment. Invoices shall be rendered to lnterconnection Customer at the address
specified in Article 13.1. lnterconnection Customer shall pay the invoice within
thirty (30) Calendar Days of receipt. All payments shall be made in immediately
available funds payable to the Transmission Provider, or by wire transfer to a bank
named and account designated by Transmission Provider. Payment of invoices by
lnterconnection Customer will not constitute a waiver of any rights or claims
lnterconnection Customer may have under this Agreanent.
Article 7. Assignmen! Liability, Indemnity, Force Majeure, Consequential Damages, and
Default
7.1 Assienment
This Agreement may not be assigned by either Party without the prior written consent of
the other Party, which consent shall not be unreasonably withheld or delayed; provided
that, notwithstanding the foregoing:
7.1.1 Either Party may assign this Agreement without the consent of the other Party to
any affiliate of the assigning Party with an equal or greater credit rating and with
the legal authority and operational ability to satisfy the obligations of the assigning
Party under this Agreement, provided that the Interconnection Customer promptly
notifies the Transmission Provider of any assignment;
7.1.2 The Interconnection Customer shall have the right to assign this Agreement,
without the consent of the Transmission Provider, for collateral security purposes
to aid in providing financing for the Small Generating Facility; provided that the
lnterconnection Customer will promptly notiff the Transmission Provider of any
assignment.
7.1.3 Any atternpted assignment that violates this article is void and ineffective.
Assignment shall not relieve a Party of its obligations, nor shall a Party's obligations
be enlarged, in whole or in part by reason thereof. An assignee is responsible for
meeting the same financial, credit, and insurance obligations as the lnterconnection
Customer. Where required, consent to assignment will not be unreasonably
withheld, conditioned or delayed.
7.2 Limitation of Liabilitv
7.2.1 Release by the Transmission Provider
The Transmission Provider hereby releases each of lnterconnection Customer and
Page l3
the officers, employees, agents and legal representatives of the lnterconnection
Customer from any and all claims, losses, harm, liabilities, damages, costs and
expenses to the extent resulting from any:
7 .2.1.1 operation of the lnterconnection Customer's lnterconnection Facilities or
Small Generating Facility in parallel with the Transmission Provider's
Electric System;
7 .2.1.2 electric disturbance or fluctuation that migrates, directly or indirectly,
from the Interconnection Customer's lnterconnection Facilities or Small
Generating Facility to the Transmission Provider's Electric System;
7.2.r.3 disconnection, intemrption, suspension or curtailment, through manual
operation, automatic operation or otherwise, by the lnterconnection
Customer in the event that the lnterconnection Customer, in the exercise
of its sole discretion, determines or has determined that an emergency
condition exists or may exist that is contrary to Good Utility Practice, and
failure to do so:
(i) may cause imminent harm to any person or property, or
(ii) may cause the disruption of reliable operation ofthe lnterconnection
Customer's Interconnection Facilities or Small Generating Facility
or the Transmission Provider's Electric System (including, but not
limited to, any transmission or distribution line thereof).
The foregoing release shall not be effective to the extent any claims, losses, harm,
liabilities, damages, costs, and expenses are the result of the lnterconnection
Customer's willful misconduct.
7.2.2 Release by the lnterconnection Customer
The lnterconnection Customer hereby releases each of the Transmission Provider
and the directors, employees, agents and legal representatives of the Transmission
Provider from any and all claims, losses, harm, liabilities, damages, costs and
expenses to the extent resulting from any:
7.2.2.1 operation of the Transmission Provider's Electric System in parallel with
the Interconnection Customer's Interconnection Facilities or Small
Generating Facility;
7.2.2.2 electric disturbance or fluctuation that migrates, directly or indirectly,
from the Transmission Provider's Electric System to the Interconnection
Customer's Interconnection Facilities or Small Generating Facility;
7.2.2.3 disconnection, intemrption, suspension or curtailment, through manual
operation, automatic operation or otherwise, by the Transmission
Page 14
Provider in the event that the Transmission Provider, in the exercise of its
sole discretion, determines or has determined that an emergency condition
exists or may exist that is conhary to Good Utility Practice, and failure to
do so:
(i) may cause imminent harm to any person or property, or
(ii) may cause the disruption of reliable operation of the Transmission
Provider's Electric System or the Interconnection Customer's
lnterconnection Facilities or Small Generating Facility (including,
but not limited to, any transmission or distribution line thereof) or
any electric system with which the Transmission Provider is
interconnected.
The foregoing release shall not be effective to the extent any claims, losses, harm,
liabilities, damages, costs, and expenses are the result of the Transmission
Provider's willful misconduct.
7.3 Indemnitv
7.3.1 This provision protects each Party from liability incuned to third parties as a result
of carrying out the provisions of this Agreement. Liability under this provision is
exempt from the general limitations on liability found narlcle7.2.
7.3.2 Except as precluded by applicable law (including the limitations prescribed by the
laws of the state of Idaho and, to the extent required by such laws, the lawful
policies promulgated by the University's Board of Regents), the Parties shall at all
times indemniff, defend, and hold the other Party harmless from, any and all
damages, losses, claims, including claims and actions relating to injury to or death
of any person or damage to property, demand, suits, recoveries, costs and expenses,
court costs, attorney fees, and all other obligations by or to third parties, arising out
of or resulting from such Party's action or failure to meet its obligations under this
Agreement, except in cases of gross negligence or intentional wrongdoing by the
indemnified Party. This indemnity shall not extend the responsibility or liability of
University beyond that allowed by applicable law, including without limit and to
the extent applicable, the Idaho constitution, the ldaho Tort Claims Act, and Idaho
Code sections 59-1015, 1016, and 1017. Nothing herein shall obligate the
Legislature of the State of Idaho to make future appropriations for any payment of
any obligation of the University, and any such obligation is an inde,pendent
obligation of the University and not of the State of ldatro. Nothing herein shall be
deemed a waiver of the University's or the State of Idaho's sovereign immunity,
which is hereby expressly reserved.
7.3.3 If an indemnified person is entitled to indemnification under this article as a result
of a claim by a third party, and the indemniffing Party fails, after notice and
reasonable opportunity to proceed under this article, to assume the defense of such
Page 15
7.4
claim, such indernnified person may at the expense of the indemniiring Party
contest, settle or consent to the entry of any judgment with respect to, or pay in full,
such claim.
7 .3.4 If an indemni&ing party is obligated to indemniff and hold any indemnified person
harmless under this article, the amount owing to the indemnified person shall be
the amount of such indemnified person's actual loss, net of any insurance or other
recovery.
7.3.5 Promptly after receipt by an indemnified person of any claim or notice of the
commencement of any action or administrative or legal proceeding or investigation
as to which the indemnity provided for in this article may apply, the indemnified
person shall notifu the indemnifting party of such fact. Any failure of or delay in
such notification shall not affect a Party's indemnification obligation unless such
failure or delay is materially prejudicial to the indemniffing party.
Consequential Damaees
Other than as expressly provided for in this Agreement, neither Party shall be liable under
any provision of this Agreement for any losses, damages, costs or expenses for any special,
indirect, incidental, consequential, or punitive damages, including but not limited to loss
of profit or revenue, loss of the use of equipme,nt, cost of capital, cost of temporary
equipment or services, whether based in whole or in part in contract, in tort, including
negligence, strict liability, or any othertheory of liability; provided, however, that damages
for which a Party may be liable to the other Party under another agreement will not be
considered to be special, indirect, incidental, or consequential damages hereunder.
7.5 Force Majeure
7.5.1 As used in this article, a Force Majeure Event shall mean "any act of God, labor
disturbance, act of the public enemy, war, insurrection, riot, fire, storm or flood,
explosion, breakage or accident to machinery or equipment, any order, regulation
or restriction imposed by governmental, military or lawfully established civilian
authorities, or any other cause beyond a Party's control. A Force Majeure Event
does not include an act of negligence or intentional wrongdoing."
7.5.2 If a Force Majeure Event prevents a Party from fulfilling any obligations under this
Agreement, the Party affected by the Force Majeure Event (Affected Party) shall
promptly notiff the other Party, either in writing or via the telephone, of the
existence of the Force Majeure Event. The notification must speciff in reasonable
detail the circumstances ofthe Force Majeure Event, its expected duration, and the
steps that the Affected Party is taking to mitigate the effects of the event on its
performance. The Affected Party shall keep the other Party informed on a
continuing basis of developments relating to the Force Majeure Event until the
event ends. The Affected Party will be entitled to suspend or modify its
performance of obligations underthis Agreement (otherthanthe obligationto make
payments) only to the extent that the effect of the Force Majeure Event cannot be
Page 16
7.6 Default
7.6.1
mitigated by the use of Reasonable Efforts. The Affected Party will use Reasonable
Efforts to resume its performance as soon as possible.
No Default shall exist where the failure to discharge an obligation (other than the
payment of money) is the result of a Force Majeure Event as defined in this
Agreernent or the result of an act or omission of the other Party. Upon a Default,
the non-defaulting Party shall give written notice of such Default to the defaulting
Party. Except as provided in article 7.6.2, the defaulting Party shall have 60
calendar days from receipt of the Default notice within which to cure such Default;
provided however, if such Default is not capable of cure within 60 calendar days,
the defaulting Party shall corlmence such cure within 20 calendar days after notice
and continuously and diligently complete such cure within six months from receipt
of the Default notice; and, if cured within such time, the Default specified in such
notice shall cease to exist.
7.6.2 If a Default is not cured as provided in this article, or if a Default is not capable of
being cured within the period provided for herein, the non-defaulting Party shall
have the right to terminate this Agreement by written notice at any time until cure
occurs, and be relieved of any further obligation hereunder and, whether or not that
Party terminates this Agreernent, to recover from the defaulting Party all amounts
due hereunder, plus all other damages and remedies to which it is entitled at law or
in equity. The provisions of this article will survive termination of this Agreement.
Article 8. Insurance
8.1 The Interconnection Customer shall, at its own expense, maintain in force general liability
insurance without any exclusion for liabilities related to the interconnection undertaken
pursuant to this Agreement. The amount of the insurance shall be suffrcient to insure
against all reasonably foreseeable direct liabilities given the size and nature of the
generating equipment being interconnected, the interconnection itself, and the
characteristics of the system to which the interconnection is made. The lnterconnection
Customer shall obtain additional insurance only if necessary as a function of owning and
operating a generating facility. The insurance shall be obtained from an insurance provider
authorized to do business in the State where the interconnection is located. Certification
that the insurance is in effect shall be provided upon request of the Transmission Provider,
except that the lnterconnection Customer shall show proof of insurance to the Transmission
Provider no later than ten Business Days prior to the anticipated commercial operation
date. An Interconnection Customer of suflicient credit-worthiness may propose to self-
insure for such liabilities, and such a proposal shall not be unreasonably rejected.
The Transmission Provider agrees to maintain general liability insurance or self-insurance
consistent with the Transmission Provider's commercial practice. The insurance or self-
8.2
Page 17
8.4
insurance shall not exclude coverage for the Transmission Provider's liabilities undertaken
pursuant to this Agreement.
8.3 The Parties further agree to notiff each other whenever an accident or incident occurs
resulting in any injuries or damages that are included within the scope of coverage of the
insurance, whether or not the coverage is sought.
Notwithstanding the foregoing, Interconnection Customer may satisfr the requirements of
this Article 8 by sellinsuring through its self-funded liability program administered by the
State of Idaho Office of Risk Management, which has a Combined Single Limit of
$500,000. lnterconnection Customer will provide a Certificate of Financial Responsibility
tpon request.
Article 9. Confidentiality
9.1 Confidential lnformation shall mean any confidential and/or proprietary information
provided by one Party to the other Party that is clearly marked or otherwise designated
"Confidential." For purposes of this Agreement all design, operating specifications, and
metering data provided by the lnterconnection Customer shall be deemed Confidential
lnformation regardless of whether it is clearly marked or otherwise designated as such.
9.2 Confidential Infonnation does not include information previously in the public domain,
required to be publicly submitted or divulged by Governmental Authorities (after notice to
the other Party and after exhausting any opportunity to oppose the publication or release),
or necessary to be divulged in an action to enforce this Agreement. Each Parly receiving
Confidential lnformation shall hold the information in confidence and shall not disclose it
to any third party nor to the public without the prior written authorization from the Party
providing that information, except to fulfill obligations under this Agreement, or to fulfill
legal or regulatory requirements.
9.2.1 Each Party shall employ at least the same standard of care to protect Confidential
Information obtained from the other Party as it employs to protect its own
Confidential Information.
9.2.2 Each Party is entitled to equitable relief by injunction or otherwise, to enforce its
rights under this provision to prevent the release of Confidential lnformation
without bond or proof of damages, and may seek other remedies available at law or
in equrty for breach of this provision.
Article 10. Disputes
10.1 The Parties agree to attempt to resolve all disputes arisrng out of this Agreement according
to the provisions of this article.
10.2 In the event of a dispute, either Party shall provide the other Party with a written Notice of
Page 18
Dispute. The Notice shall describe in detail the nature of the dispute.
10.3 If the dispute has not been resolved within two (2) Business Days after receipt of the
Notice, either Party may ask the Commission to review the dispute by making an informal
complaint under Rule 55, or by filing a formal complaint under Rule 54 of the Rules of
Procedure of the tdaho Public Utilities Commission.
10.5 Each Party agrees to conduct all negotiations in good faith and will be responsible for one-
half of any costs paid to neutral third-parties.
10.6 Ifthe Interconnection Customer elects to seek dispute resolution, or if the attempted dispute
resolution fails, then either Party may exercise whatever rights and remedies it may have
in equity or law consistent with the terms of this Agreement.
Article 11. Taxes
1l.l The Parties agree to follow all applicable tax laws and regulations, consistent with lnternal
Revenue Service requirements.
ll.2 Each Party shall cooperate with the other to maintain the other Party's tax status. Nothing
in this Agreement is intended to adversely affect the Transmission Provider's tax exempt
status with respect to the issuance of bonds including, but not limited to, local furnishing
bonds.
Article 12. Miscellaneous
l2.l Govemine Law. Requlatory Authoritv. and Rules
The validity, interpretation and enforcement of this Agreement and each of its provisions
shall be govemed by the laws of the state of Idaho (where the Point of Interconnection is
located), without regard to its conflicts of law principles. This Agreement is subject to all
Applicable Laws and Regulations. Each Party expressly reserves the right to seek changes
in, appeal, or otherwise contest any laws, orders, or regulations of a Govemmental
Authority.
12.2 Amendment
The Parties may amend this Agreement by a written instrument duly executed by both
Parties.
12.3 No Third-Partv Beneficiaries
This Agreement is not intended to and does not create rights, remedies, or benefits of any
character whatsoever in favor ofany persons, corporations, associations, or entities other
than the Parties, and the obligations herein assumed are solely for the use and benefit of
the Parties, their successors in interest and where permitted, their assigns.
Page l9
12.4 Waiver
12.4.1 The failure of a Party to this Agreement to insist, on any occasion, upon strict
performance of any provision of this Agreement will not be considered a waiver of
any obligation, right, or duty of, or imposed upon, such Party.
12.4.2 Any waiver at any time by either Party of its rights with respect to this Agreement
shall not be deemed a continuing waiver or a waiver with respect to any other failure
to comply with any other obligation, right, duty of this Agreement. Termination or
default of this Agreement for any reason by lnterconnection Customer shall not
constitute a waiver of the Interconnection Customer's legal rights to obtain an
interconnection from the Transmission Provider. Any waiver of this Agteement
shall, if requested, be provided in writing.
12.5 Entire A$eement
This Agreement, including all Attachments, constitutes the entire agrcement between the
Parties with reference to the subject matter hereof, and supersedes all prior and
contemporaneous understandings or agreements, oral or written, between the Parties with
respect to the subject maffer of this Agreement. There are no other agreements,
representations, warranties, or covenants which constitute any part ofthe consideration for,
or any condition to, either Party's compliance with its obligations under this Agreement.
12.6 Multiple Counterparts
This Agreement may be executed in trvo or more counterparts, each of which is deemed an
original but all constitute one and the same instrument.
12.7 No Partnership
This Agreement shall not be interpreted or construed to create an association, joint venture,
agency relationship, or parbrership between the Parties or to impose any partnership
obligation or parbrership liability upon either Party. Neither Party shall have any right,
power or authority to enter into any agreement or undertaking for, or act on behalf of, or to
act as or be an agent or representative of, or to otherwise bind, the other Party.
12.8 Severability
If any provision or portion of this Agreement shall for any reason be held or adjudged to
be invalid or illegal or unenforceable by any court of competent jurisdiction or other
Govemmental Authority, (1) the portion or provision shall be deemed separate and
independent, (2) the Parties shall negotiate in good faith to restore insofar as practicable
the benefits to each Party that were affected by the ruling, and (3) the remainder of this
Agreement shall remain in full force and effect.
I2.9 SecuritvArraneements
Infrastructure security of electric system equipment and operations and control hardware
and software is essential to ensure day-to-day reliability and operational security. All
Transmission Providers, market participants, ffid Interconnection Customers
interconnected to electric systems must comply with the recommendations offered by the
Page20
President's Critical Infrastructure Protection Board and, eventually, best practice
recommendations from the electric reliability authority. All public utilities are expected to
meet basic standards for system infrastructure and operational security, including physical,
operational, and cyber-security practices.
12.10 Environmental Releases
Each Party shall notiff the other Party, first orally and then in writing, of the release of any
hazardous substances, any asbestos or lead abatement activities, or any type of remediation
activities related to the Small Generating Facility or the lnterconnection Facilities, each of
which may reasonably be expected to affect the other Party. The notiffing Party shall (1)
provide the notice as soon as practicable, provided such Party makes a good faith effort to
provide the notice no later than twenty-four (2a) hours after such Party becomes aware of
the occurrence, and (2) promptly fumish to the other Party copies of any publicly available
reports filed with any govemmental authorities addressing the events.
l2.ll Subcontractors
Nothing in this Agreement shall prevent a Party from utilizing the services of any
subcontractor as it deems appropriate to perform its obligations under this Agreement;
provided, however, that each Party shall require its subcontractors to comply with all
applicable terms and conditions of this Agreement in providing the services and each Party
shall remain primarily liable to the other Party for the performance of the subcontractor.
t2.tl.l The creation of any subcontract relationship shall not relieve the
hiring Party of any of its obligations under this Agreernent. The
hiring Party shall be fully responsible to the other Party for the acts
or omissions of any subcontractor the hiring Parly hires as if no
subcontract had been made; provided, however, that in no event
shall the Transmission Provider be liable for the actions or inactions
of the Interconnection Customer or its subcontractors with respect
to obligations of the Interconnection Customer under this
Agreement. Any applicable obligation imposed by this Agreement
upon the hiring Party shall be equally binding upon, and shall be
consfued as having application to, any subcontractor of such Patty.
t2.tt.2 The obligations under this article will not be limited in any way by
any limitation of subcontractor's insurance.
Article 13. Notices
13.1 General
Unless otherwise provided in this Agreement, any written notice, demand, or request
required or authorized in connection with this Agreement ("Notice") shall be deemed
properly given if delivered in person, delivered by recognized national currier service, or
sent by first class mail, postage prepaid, to the person specified below:
Page2l
If to the Interconnection Customer:
lnterconnection Customer: University of Idaho, State Board Regents Attention:
Assistant V.P. of Facilities
Address: 875 Perimeter Drive
City: Moscow State: ldaho Zip:83844-2281
Phone: [phone]
Transmission Provider: Avista Corporation
Attention: Manager, Transmission Services
Address: 1411 E. Mission Ave, MSC-16
City: Spokane State: Washington Zip: 99202-1902
13.2 Billing and Payment
Billings and payments shall be sent to the addresses set out below:
If to the lnterconnection Customer:
University of ldaho, State Board Regents Attention: Business Manager, Facilities
Management Office
Address: 875 Perimeter Drive
City: Moscow State: Idaho Zip:83844-2281
If to the Transmission Provider:
Transmission Provider:
All payments to Transmission Provider shall be submitted via electronic funds
transfer to the account specified on each invoice
13.3 Alternative Forms ofNotice
Any notice or request required or permitted to be given by either Party to the other and not
required by this Agreement to be given in writing may be so given by telephone or e-mail
to the telephone numbers and e-mail addresses set out below:
If to the lnterconnection Customer:
Interconnection Customer: University of Idaho, State Board Regents
Attention: Director of Utilities and Engineering Services
Address: 875 Perimeter Drive
City: Moscow State: Idaho Zip:83844-2281
If to the Transmission Provider:
Transmission Provider: Avista Corporation
Attention: Manager, Transmission Services
Phone: [phone]
Page22
Email: transmission. [e-mail]
13.4 Designated Operatine Representative
The Parties may also designate operating representatives to conduct the communications
which may be necessary or convenie,nt for the administration of this Agreeurent. This
person will also serye as the point of contact with respect to operations and maintenance
of the Party's facilities.
lnterconnection Customer's Operating Representative:
lnterconnection Customer: University of Idaho
Attention: Director of Utilities and Engineering Services
Address: 875 Perimeter Drive
City: Moscow State: Idalro
Phone: [phone]
Zip:83844-2281
Transmission Provider' s Operating Representative
Transmission Provider: Avista Corporation
Attention: Chief System Operator
Address: 1411 E Mission Ave., MSC-3
City: Spokane State: Washington
Phone: [phone]
Zip:99202-1902
13.5 Chanees to the Notice Information
Either Parfy may change this information by glving five (5) Business Days written notice
prior to the effective date of the change.
Page23
Ardch l{. Sigueturcc
IN WITNESS WHEREOF, the Partios havc saused this Agreement to be otecutcd by tlrcir
respcctive duly authorizcd reptEsontatives.
AVISTA CORPORATION
I Olgltallyslgnod by Jefi
*f ,-.*-r ffi *.*.22 1 5:sE:38,,/ {8'00'
JcffSchlect
Scnior lvtrnagcr, Transmiseion Serrrices
ElUc: 2-Feb..20P2
For the Interconncction Cusomer
PrintNamc:
By:
Titlc:
Darc: Z.ZZ-ZL
Pags24
Attachment I
Glossary of Terms
Affected System - An electric system other than the Transmission Provider's Electric System that
may be affected by the proposed interconnection.
Applicable Laws and Regulations - All duly promulgated applicable federal, state and local
laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or
administative orders, perrrits and other duly authorized actions of any Governmental Authority.
Business Day - Monday through Friday, excluding official federal and state holidays.
Commission - The Idaho Public Utilities Commission.
Default - The failure of a breaching Party to cure its Breach under the Small Generator
lnterconnection Agreement.
Distribution System - The Transmission Provider's facilities and equipment used to transmit
elechicity to ultimate usage points such as homes and industries directly from nearby generators
or from interchanges with higher voltage transmission networks which transport bulk power over
longer distances. The voltage levels at which Distribution Systems operate differ among areas.
Distribution Upgrades - The additions, modifications, and upgrades to the Transmission
Provider's Distribution System at or beyond the Point of Interconnection to facilitate
interconnection of the Small Generating Facility. Distribution Upgrades do not include
Interconnection Facilities.
Electric System - All electrical wires, equipment, and other facilities owned by the Electrical
Company that are used to transmit electricity to customers. Electric Systern includes the definition
of Transmission System and Distribution System.
Electrical Company - Any public service company, as defined by RCW 80.04.010, engaged in
the generation, distibution, sale or furnishing of electricity and subject to the jurisdiction of the
Commission.
FERC - The Federal Energy Regulatory Commission, or its successor.
Generating Facility - A source of electricity owned by the lnterconnection Customer that is
located on the lnterconnection Customer's side of the Point of Common Coupling, and all ancillary
and appurtenant facilities, including Interconnection Facilities, which the Interconnection
Customer requests to interconnect to the Electical Company's Elechic System.
Good Utitity Practice - Any of the practices, methods and acts engaged in or approved by a
significant portion of the electric industry during the relevant time period, or any of the practices,
Page25
methods and acts which, in the exercise of reasonable judgment in light of the facts known at the
time the decision was made, could have been expected to accomplish the desired result at a
reasonable cost consistent with good business practices, reliability, safety and expedition. Good
Utility Practice is not intended to be limited to the optimum practice, method, or act to the
exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted
in the region.
Governmental Authority - Any federal, state, local or other governmental regulatory or
adminisfiative agency, court, commission, department, board, or other governmental subdivision,
legislature, rulemaking board, tribunal, or other govemmental authority having jurisdiction over
the Parties, their respective facilities, or the respective services they provide, and exercising or
entitled to exercise any administrative, executive, police, or taxing authority or power; provided,
however, that such term does not include the lnterconnection Customer, the lnterconnection
Provider, or any Affiliate thereof.
Industry Standards - The standards, criteria and requirements ofNERC, WECC and the NWPP,
as such standards, criteria and requirements may be revised from time to time.
Interconnection - The physical connection of a Generating Facility to the Electric System so that
Parallel Operation may occur.
Interconnection Customer - Any entity, including the Transmission Provider, the Transmission
Owner or any of the affiliates or subsidiaries of either, that proposes to interconnect its Small
Generating Facility with the Transmission Provider's Electric System.
Interconnection Facilities - The Transmission Provider's lnterconnection Facilities and the
Interconnection Customer's Interconnection Facilities. Collectively, Interconnection Facilities
include all facilities and equipment between the Small Generating Facility and the Point of
Interconnection, includlng any modification, additions or upgrades that are necessary to physically
and electrically interconnect the Small Generating Facility to the Transmission Provider's Electric
System. Interconnection Facilities are sole use facilities and shall not include Distribution
Upgrades or Transmission Upgrades.
Interconnection Request - The Interconnection Customer's request, in accordance with the
Tariff, to interconnect a new Small Generating Facility, or to increase the capacity of, or make a
Material Modification to the operating characteristics oi an existing Small Generating Facility
that is interconnected with the Transmission Provider's Electric System.
NERC - The North American Electric Reliability Council, or its successor.
NWPP - The Northwest Power Pool, or its successor.
Parallel Operation (or Operate in Parallet) - The synchronous operation of a Generating
Facility while interconnected with an Electrical Company's Electric System.
Operating Requirements - Any operating and technical requirements that may be applicable due
Page26
to Regional Transmission Organization, Independent System Operator, confiol area, or the
Transmission Provider's requirements, including those set forth in the Small Generator
Interconnection Agreement.
Part5r or Parties - The Transmission Provider, Transmission Owner, lnterconnection Customer
or any combination of the above.
Point of Common Coupling (or PCC) - The point where the Generating Facility's local electric
power system is connected such that it operates in parallel with the Electrical Company's Electric
Systan, such as the electric power revenue meter or at the location of the equipment designated to
intemrpt, separate or disconnect the connection between the Generating Facility and Electrical
Company. The Point of Common Coupling is the point of measurement for the application of
IEEE 1547, clause 4.
Point of Interconnection - The point where the Interconnection Facilities connect with the
Transmission Provider's Electric System.
PURPA Quatiffing Facitity - A Generating Facility that meets ttre criteria specified by the
Federal Energy Regulatory Commission (FERC) in l8 CFR Part 292 Subpart B and that sells
power to an electrical company pursuant to the Public Utility Regulatory Policies Act.
Reasonable Efforts - With respect to an action required to be affempted or taken by a Party under
the Small Generator lnterconnection Agreement, efforts that are timely and consistent with Good
Utility Practice and are otherwise substantially equivalent to those a Party would use to protect its
own interests.
Small Generating Facility - The Interconnection Customer's device for the production of
electricity, but shall not include the Interconnection Customer's Interconnection Facilities.
Tariff - The current tariffs, rates schedules and prices for the Electric Company under the
jurisdiction of the Commission.
Transmission Provider - The public utility (or its designated agen$ that owns, controls, or
operates transmission or distribution facilities used for the transmission of electricity in interstate
commerce and provides transmission service under the tariff. The term Transmission Provider
should be read to include the Transmission Owner when the Transmission Owner is separate from
the Transmission Provider. Transmission Provider includes the definition of Electrical Company.
Transmission System - The facilities owned, controlled or operated by the Transmission Provider
or the Transmission Owner that are used to provide transmission service under the tariff.
Transmission Upgrades - The required additions and modifications to the Transmission
Provider's Transmission System at or beyond the Point of Interconnection. Upgrades do not
include Interconnection Facilities.
Upgrades - The required additions and modifications to the Transmission Provider's Electic
Page27
System at or beyond the Point of Intereornection. Upgrades may be Transmission Upgrades or
DistributionrUpgrades. Upgrades do not inohrde Interconnection Facilities.
WECC - The \Vestern Electricity Coordinating Councif, or its zuccessor.
Page 28
Attachment 2
Description and Costs of the Small Generating Facility,
Interconnection Facilities, and Metering Equipment
Generatine Facilitv
. Project Name - U of I IRIC Solar Array
o Nameplate Size (Rating) - 132.2 kW (AC)o Maximum Generation lnjection at Point of Common Coupling - 132.2 kW (AC)
o lnterconnection feeder: Moscow City M1551Io Generator Tlpe - four Solar Edge 33.3KUSo Interconnection Type - Network Resourceo Location - University of Idaho Integrated Research and Innovation (IRIC), Bldg 770, 685 S
Line Street, Moscow,Idaho 83844
Interconnection Facilities
lnterconnection Customer Interconnection Facilities - Owned, operated and maintained by
lnterconnection Customer:- four Solar Edge 33.3KUS inverters- panel and location for Avista metering
Transmission Provider Interconnection Facilities - none
Meterins Equipment
Owned, operated and maintained by Transmission Provider
At the Point of Corrmon Coupling:- Standard retail3-phase form 165, self-contained 4-wire Wye277Y(L-N) metering package
At the Point of Interconnection:- Standard retail load 3-phase 13kV primary metering package
- All power that flows to the Interconnection Customer at the Point of Interconnection shall be
accounted for under separate retail service arrangement between Avista and the
lnterconnection Customer.
- All power that flows to the Transmission Provider at the Point of lnterconnection shall be
registered separately and shall not reduce, or be netted against, power that flows to the
Interconnection Customer.
Point of Common Couplins
The277l480V secondary terminals of the Interconnection Customer's Interconnection Facilities.
Page29
One-Line Diagram Depicting the Small Gonerating Ficitity, Interconnection
Facilities, Meterlng Equipment, and Upgredec
Interconnection customer provided PCI drawings No PV8.1 and PV8.2
Attac,hment3
Pqge 30
Attachment 4
Milestones
In-Service Date: December 31,202L
Critical milestones and responsibility as agreed to by the Parties:
Milestone/Date Responsible Party
(1) Small Generator Interconnection Request Interconnection Customer
under Fast Track process (completed)
@ Fast Track Initial Review pursuant to Section 2 of
The Small Generator lnterconnection Procedures
Attachment N to Avista's Tariff (completed)
(3) Installation of standard retail 3-phase277l480Y
metering package
Avista
Avista
Per Attachment 6 there are no Distribution Upgrades or Transmission Upgrades required to
provide lnterconnection Service for the Small Generating Facility. Accordingly, there are no
additional critical milestones to be completed prior to commencement of parallel operation under
this Agreement.
Page 3l
Attachment 5
Additional Operating Requirements for the Transmission Providerrs
Electric System and Affected Systems Needed to Support
the Interconnection Customerf s Needs
The Transmission Provider shall also provide requirements that must be met by the Interconnection
Customer prior to initiating parallel operation with the Transmission Provider's Electric System.
Generation Interconnection Guidelines and Standards
1. lnterconnectionRequirements
l.l. All Small Generating Facilities shall be constructed and operated in accordance with
lndustry Standards and Good Utility Practice.
1.2. The Small Generating Facility shall not cause abnormal voltage magnitudes,
frequencies, excessive intemrptions, or excessive harmonics. This shall include not
injecting communications signals associated with operation of the Small Generating
Facility into Transmission Provider's Electric System.
1.3. When the Small Generating Facility is connected to Transmission Provider's Electric
System the Small Generating Facility shall follow Transmission Provider's local
system frequency which is a nominal 60 hertz.
1.4. Any voltage flicker caused from the operation of the Small Generating Facility shall not
exceed the limits defined by the latest revision of IEEE 519 or IEEE 1547, whichever is
applicable.
1.5. For salient pole generators with a capacity of 5,000 kVA or larger or for any size
cylindrical rotor synchronous generator, the harmonics shall not exceed the limits as
outlined for telephone influence factor (TIF) in the latest revision of ANSI standards
C50.12, C50.13, or C50.14, whichever is applicable. For all generators, voltage
distortion limits and current harmonic limits shall be as specified in the latest revision
of IEEE 519 or IEEE 1547, whichever is applicable.
1.6. When the Small Generating Facility is operating in parallel with the Transmission
Provider Electric System, the Small Generating Facility shall operate at a power factor
within the range of 0.95 leading to 0.95 lagging.
1.7. Each Party and the Small Generating Facility shall be responsible for protection of its
facilities from any system voltage or frequency excursions consistent with Industry
Standards and Good Utility Practice.
Page32
2. EQUIPMENT REQUIREMENTS
2.1. lnterconnection Customer or the Small Generating Facility shall supply, install, own,
operate and maintain all equipment at the Small Generating Facility as appropriate and
pursuant to applicable electric codes, Industry Standards and Good Utility Practice.
2.2. The Small Generating Facility shall maintain its equipment in good working order and
keep adequate maintenance records. The Small Generating Facility and maintenance
records shall be subject to inspection by Transmission Provider. Transmission Provider
may also witness or review any acceptance tests of Small Generating Facility.
3. PROTECTION REQUIREMENTS
3.1. Interconnection Customer or the Small Generating Facility shall furnish, install,
operate, and maintain in good order and repalr, and without cost to Transmission
Provider such relays, insffument ffansforrrers, breakers, automatic synchronizers, and
other control and protection apparatus as shown by Transmission Provider to be
reasonably necessary for the operation of the Small Generating Facility in parallel with
Transmission Provider's Electric System. The minimum protection requirements for
the Small Generating Facility may change based on system configuration or other
special circumstances. At a minimum the protection requirernents, based on the size of
the Small Generating Facility, shall be as follows.
3.1.1. Small eenerator connected to a distribution feeder (,rated output less than 25
kVA): The Small Generating Facility must provide adequate protection to protect
its own facility for faults at the facility or on either Party's electric system.
Interconnection Customer or the Small Generating Facility shall provide an
appropriate disconnect switch available to Transmission Provider.
3.1.2. Medium eenerator connected to a distribution feeder (rated output less than one
quarter of the distribution feeder load): The Small Generating Facility must meet
all requirernents of a small generator, plus the Small Generating Facility relaying
shall include over/under voltage and over/under frequency (islanding detection)
and synchronism check.
3.1.3. Larse senerator connected to a distribution feeder (rated output sreater than or
equal to 3 MVA or one quarter of the distribution feeder load): The Small
Generating Facility must meet all requirements of a medium generator, plus phase
and ground overcurrent relays to detect and clear for faults on the Transmission
Provider Electric System.
3.1.4. Ganerator connected to a transmission line: The Small Generating Facility must
provide a level of protection equivalent to the most current standard of similar
terminals on the Transmission Provider Electric System. Necessary upgrades to
Transmission Provider's remote line terminal relaying to interface with the Small
Page 33
Generating Facility will be at the expense of lnterconnection Customer unless
provided for in another agreement.
3.2. The Small Generating Facility's protection system shall coordinate with Transmission
Provider's protection system without adverse affect to the Transmission Provider
Electric System or its customers. The Small Generating Facility shall provide
Transmission Provider with all proposed relay design and seffings for the protection
system related to the Small Generating Facility. Transmission Provider shall approve
the Small Generating Facility's protection system prior to the Small Generating Facility
being operated in parallel with the Transmission Provider Electric Systern.
3.3. If parallel operation of the Small Generating Facility to Transmission Provider's
Electric System requires upgrades to Transmission Provider's protection system, the
upgrades shall be at the expense of Interconnection Customer unless provided for in
another agreement, including, but not limited to, upgrades to Transmission Provider's
reclosing relaying.
3.4. The Small Generating Facility's protection system must be operated, tested, and
maintained in accordance with tndustry Standards and Good Utility Practice and shall
be at the expense of Interconnection Customer unless provided for in another
agreement.
3.5. Each relay responsible for disconnecting the Small Generating Facility from the local
power system shall be connected to an appropriately installed GPS time source, with
accuracy better than 8 ms or some 6,pe of Sequence of Events recorder shall be made
available. Transmission Provider may request and lnterconnection Customer or the
Small Generating Facility shall provide event reports at the Small Generating Facility.
3.6. The Small Generating Facility shall provide adequate means or devices that will
prevent the Small Generating Facility from being closed into or energizing a de-
energized Transmission Provider Electric System or de-energized phase of the
Transmission Provider Electric System.
3.7. The Small Generating Facility may be manually or automatically started and operated
in parallel to Transmission Provider's Electric System any time Transmission
Provider's Electric System is in a normal operating condition. A "normal" operating
condition exists when Transmission Provider's Electric System through which the
Small Generating Facility will be operated in parallel is energized and no local
conditions exist on Transmission Provider's Electric System such as abnormal voltages,
frequencies, single phasing, etc. that would prevent acceptable synchronization.
4. COMMUNICATIONS
4.1. The Small Generating Facility shall maintain satisfactory operating communications
with Transmission Provider's dispatcher or representative designated by Transmission
Provider. The Small Generating Facility shall provide standard voice line, dedicated
voice line and facsimile communications at its Small Generating Facility control room
Page34
or central dispatch facility through use of either the public telephone system or a voice
communications system that does not rely on the public telephone system.
4.2. For generation that will require telemetering, prior to the initial synchronization of the
Small Generating Facility, a remote terminal unit, or equivalent data collection and
transfer equipment acceptable to the Parties, shall be installed by Interconnection
Customer or the Small Generating Facility, or by Transmission Provider at
Interconnection Customer's expense unless provided for in another agreement, to
gather accumulated and instantaneous data to be telemetered to the location(s)
designated by Transmission Provider through use of a dedicated point-to-point data
circuit(s) or other equivalent communication medium acceptable to the Parties as
indicated in section 4.4 below. The communication protocol for the data circuit(s) shall
be specified by Transmission Provider. lnstantaneous bi-directional analog real power
and reactive power flow information must be telemetered directly to the location(s)
specified by Transmission Provider.
4.3. For generation that will require telemetering, Interconnection Customer or the Small
Generating Facility shall provide the dedicated data circuit(s) or other equivalent
communication medium acceptable to the Parties necessary to provide the Small
Generating Facility's data to Transmission Provider. The data circuit(s) shall extend
from the Small Generating Facility to the location(s) specified by Transmission
Provider. Any required maintenance of such communications equipment shall be the
responsibility of Interconnection Customer unless provided for in another agreement.
Operational communications shall be activated and maintained under, but not be
limited to, the following events: system paralleling or separation, scheduled and
unscheduled shutdowns, equipment clearances, and hourly and daily load data.
4.4. Unless provided for in another agreernent, Interconnection Customer shall have
Transmission Provider listed on record with any third-party communication provider so
that Transmission Provider has the ability to call in trouble tickets. Each Party shall
promptly advise the other Party if it detects or otherwise learns of any metering,
telemety or communications equipment errors or malfunctions that require the
attention and/or correction by the other Parly. The Party owning such equipment shall
correct such error or malfunction as soon as reasonably feasible unless provided for in
another agreement.
5. MISCELLANEOUS REQUIREMENTS
5.1. Transmission Provider reserves the right to open the main disconnecting device and/or
cease parallel generation with reasonable notice provided to Interconnection Customer
or the Small Generating Facility (when notice is practicable) for any of the following
reasons:
5.1.1. System emergency.
5.1.2. Small Generating Facility's generating equipment interferes with other projects or
the operation of the Transmission Provider Electric System.
Page 35
5.1.3. Any quality of service reduction.
5.2. Unless provided for in another agreement, Interconnection Customer shall supply
Transmission Provider with the following data and machine parameters for the Small
Generating Facility as needed:
5.2.1. Rated kVA output.
5.2.2. Rated voltage.
5.2.3. Rated power factor
5.2.4. Type of generator (induction motor, DC motor, synchronous generator, etc.).
5.2.5. Proposed protective equipment (breakers, fuses, instrument transformers, relay
types and settings, etc.).
5.2.6. Generator's contribution to faults (saturation, subtransient, transient and
synchronous resistances and reactances and the associated time constraints,
sequence impedance (positive, negative, zero), system resistance and reactance
from Transmission Provider Elecric System to the Small Generating Facility).
5.2.7. lnertia constants.
5.2.8. Estimated schedule of operation and estimated annual kWh.
5.2.9. Govemor and exciter control system parameters.
5.3. Unless provided for in another agreement, Interconnection Customer shall supply
Transmission Provider with the following generator transformer nameplate data for the
Small Generating Facility:
5.3.1. Rated kVA, including base and any forced oil / forced air ratings.
5.3.2. Voltage rating, available tap settings, and proposed tap setting.
5.3.3. Test Impedance, including )VR ratio or measured load loss Watts.
5.4. lnterconnection Customer shall require the installation and operation of a power system
stabilizer at the Small Generating Facility if required pursuant to Industy Standards.
Page36
Attachment 6
Transmission Provider's Description of its Upgrades
The Transmission Provider shall describe Upgrades and provide an itemized best estimate of the
cost, including overheads, of the Upgrades and annual operation and maintenance expenses
associated with such Upgrades. The Transmission Provider shall functionalize Upgrades costs and
annual sxpenses as either transmission or distribution related.
Distribution Uperades and Ownership
No Distribution Upgrades were identified and required for the interconnection of the Small
Generating Facility.
Transmission Upgrades and Ownership
No Transmission Upgrades were identified and required for the interconnection of the Small
Generating Facility.
Page37