20220811Petition.pdf

jistsra
Avista Corp.
l4l I East Mission, P.O.Box3727
Spokane, Washington 99220-0500
Telephone [phone]
Toll Free 800-727-9170
rll
?.:.
August 11,2022
Jan Noriyuki, Secretary
Idaho Public Utilities Commission
11331 W. ChindenBlvd
Building 8, Suite 201-4.
Boise, ID 83714
Avu- E- 22-tQRE: Avista & Idaho County Light & Power - PPA
Dear Ms. Noriyuki:
Enclosed for filing with the Commission is an electonic copy of the Avista and Idaho County
Light & Power Joint Petition for approval of a Power Purchase Agreement.
Please direct any questions regarding this report to Michael Andrea at (509) 495-25& or myself
at509-4954584.
Sincerely,
/slPaul Kimball
Paul Kimball
Manager of Compliance & Discovery
Avista Utilities
509-4954584
[e-mail]
Enclosure
For Avista Corporation
Michael G. Andrea (tSB No. 8308)
Senior Counsel
Avista Corporation
141I East Mission, MSC-17
Spokane, WA99202
Phone: [phone]
For Idaho County Light & Power Cooperative Association, lnc.
Gregory M. Adams Adams (ISB No. 7454)
Richardson Adams, PLLC
515 N. 27th Street
Boise,Idaho 83702
Phone: [phone]
IN THE MATTER OF THE JOINT PETITION
OF AVISTA CORPORATION AND IDAHO
COUNTY LIGHT & POWER COOPERATTVE
ASSOCATION FOR APPROVAL OF POWER
PURCHASE AND SALE AGREEMENT
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
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cAsE NO. Ayt]-E- a&- t v
JOINT PETITION OF AVISTA
CORPORATION AND IDAHO
COI.JNTY POWER LIGHT & POWER
COOPERATIVE ASSOCIATION
Avista Corporation ("Avista") and Idaho County Light & Power Cooperative
Association, Inc. ("ICLP") (collectively, the "Parties") hereby petition the Idaho Public Utilities
Commission ("Commission") for an order approving the Power Purchase Agreement
("Agreement") between Avista and ICLP attached hereto as Attachment 1. The proposed
effective date of the Agreement is October 31,2022 and the term shall be for twenty years
following the effective date.
1. Names and Addresses of Petitioners
Avista Corporation
1411 East Mission Avenue
Spokane, WA99202
Page - I JOINT PETITION OF AVISTA CORPORATION AND IDAHO COUNTY LIGHT &
POWER COOPERATTVE ASSOCTATION
Idaho County Light & Power Cooperative Association
1065 Highway 13 (physical address)
PO Box 300 (mailing address)
Grangeville,ID 83530
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, \[,/ashington. Avista is an investor-owned utility engaged in, among
sthsl fhings, the business of generating, transmitting, and distributing electric power to wholesale
and retail customers in Idaho and Washington. Avista also provides nafural gas service to customers
in Idaho, Washington, and Oregon. As such, Avista's rates, charges, services and practices are
regulated, io part, by this Commission.
ICLP is a non-profit corporation organized under the laws of the State of Idaho with its
principal place of business in Grangeville, Idaho. ICLP is a member-owned cooperative electric
utility that owns and operates a hydroelectric generating facility near Lucille, Idaho ("Facility").
The Facility's generator has a nominal rating of 1,010 kilowatts. When considering the
limitations of the diameter of the penstock, ICLP estimates that the maximum net power
production capacrty of the Facility under ideal conditions is approximately 900 kilowatts. The
Facility is a Qualifring Facility pursuant to the Public Utility Regulatory Policies of Act of 1978
("PURPA").
3. Names of Representatives
All communications, pleadings, and orders with respect to this proceeding should be
directed to:
For Avista Corporation:
Kevin Holland
Wholesale Marketing Manager
Avista Corporation
14ll E. MissionAve., MSC-7
Michael G. Andrea
Senior Counsel
Avista Corporation
1411 E. MissionAve.. MSC-17
Page - 2 JOINT PETITION OF AVISTA CORPORATION AND IDAHO COUNTY LIGHT &
POWER COOPERATTVE ASSOCIATION
Spokane, WA99202
Phone: [phone]
E-mail: kevin.holland(davistacorp.com
For Idaho County Light & Power
Cooperative Association:
Gregory M. Adams (ISB No. 7454)
Richardson Adams, PLLC
515 N. 27th Street
Boise,Idaho 83702
Phone: [phone]
E-mail: sree(Drichardsonadams. com
Attornev for ICLP
Spokane, WA99202
Phone: [phone]
E-mail: michael.andrea(a)avistacorp.com
Max Beach
Idaho County Light & Power Cooperative
Association
1065 Highway 13 (physical address)
PO Box 300 (mailing address)
Grangeville, ID 83530
Phone: [phone]
Email: [e-mail]
General Manager of ICLP
4. Description of Agreement
The Agreernent replaces a prior power purchase agreement which expires by its own
terms on October 30,2022. If approved by the Commission, the term of the Agreement will
commence on October 31,2022. The Terml of the Agreement shall be for twenty (20) years
following the Effective Date, unless terminated earlier by terms and conditions contained therein.
Avista will purchase all of the output (capacity and energy) (net of Facility Service Power
and Losses) of the Facility.2 Except for any ouput that is Surplus Energy, Avista shall purchase
all Net Delivered Output delivered to Avista at the applicable rate based upon the On-Peak or
Off-Peak Avoided Cost Rates for Non-Fueled Projects Smaller than Ten Average Megawaffs per
I Except as expressly defined in this petition, capitalized terms shall have the meaning set forth in the Agreement.
2 Under the prior power purchase agreement, Avista purchased the capacity and energy from the Facility.
Accordingly, pursuant to Commission precedent, the Facility is eligible for both the avoided cost of energy and
capacity in this Agreemerfi. See Order No. 32697.
Page - 3 JOINT PETITION OF AVISTA CORPORATION AND IDAHO COLTNTY LIGHT &
POWER COOPERATIVE AS SOCIATION
montpNon-Levelized as set forth in Exhibit E to the Agreement. For all Surplus Energy,
Avista will pay the current month's Market Energy Cost per megawatt-hour or the prices
contained in Exhibit E, whichever is lower.
5. Conclusion
Avista and ICLP jointly respectfully request that the Commission issue an order
approving the Agreement with an effective date of October 31, 2022.
Respectfully submitted this I lth day of August,2022.
AVISTA CORPORATION
/s/ Michael Andrea
Michael G. Andrea
Senior Counsel
IDAHO COTTNTY LIGHT & POWER
COOPERATIVEE ASSOCIATION
Gregory M. Adams
Attorney for ICLP
Page - 4 JOINT PETITION OF AVISTA CORPORATION AND IDAHO COT NTY LIGHT &
POWER COOPERATTVE AS SOCTATION
POWER PURCIIASE AGREEMENT
BETWEEN
IDAHO COUNTY LIGHT & POWER COOPERATIVE ASSOCIATION,INC.
ANI)
AVISTA CORPORATION
INDEX
l.
2.
3.
4.
5.
6.
7.
8.
9.
10.ll.
t2.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
DEFINITIONS................
NO RELIANCE ON AVISTA..........
WARRANTIES
CONDITIONS TO ACCEPTANCE OF ENERGY
TERM OF AGREEMENT................
PURCHASE AND SALE OF POWER
INSURANCE
CURTAILMENT, INTERRUPTION OR REDUCTION OF DELTVERY ...........
OPERATION
METERING
PURCHASE PRICES AND METHOD OF PAYMENT
FORCE MAJEURE
INDEMNITY
ASSIGNMENT
NO I.JNSPECIFIED THIRD PARTY BENEFICIARIES
DEFAULT
ARBITRATION
RELEASE BY PROJECT DEVELOPER
GOVERNMENTAL AUTHORITY......
EQUAL OPPORTUNITY ......
SEVERAL OBLIGATIONS..........
IMPLEMENTATION...
NON-WAIVER..........
AMENDMENT..........
CHOICE OF LAWS
3
6
6
7
7
8
10
l1
11
l3
t4
l5
l6
t6
t7
t7
l8
t9
l9
l9
t9
20
20
20
20
Page - I - IDAHO COLJNTY LIGHT & POWER
27.IreNI.'E
I{EADINGS
NOTICES
H(HIBITS
USE OF FACILITIES
20
20
2t
2t
2t
22
Communication md Reporting
Form of Enginccfs Certification of Operations and Maintcnanoe Pohoy
Interconneetion and Opo,rating Agreemcnt
Description of fte Facility
Ptrchase Price
Plotiminary Monthly Gencration Estimatcs
28.
29.
30.
31.
EJfiibitA
ErhibitB
ExhibitC
BftibitD
ExhibitE
ExhibitF
Page - 2 - IDAHO COLJNTY LIGI{T & POWER
This Power Purchase Agreement ("Agreement") with an Effective Date as provided in
Section 5.1 below is made by and between Avista Corporation, a Washington corporation
("Avista"), and Idaho County Light & Power ("Project Developer"). Avista and Project
Developer are sometimes referred to herein individually as a "Part5/" and collectively as the
"Parties."
WTINESSETH:
WIIEREAS, Project Developerplans to continue to operate a 0.9 MW hydroelectric
generating unit(s) near -Lucille, Idaho, as more fully described in Exhibit D ("Facility"); and
WHEREAS, Project Developer has obtained all necessary rights and authorities to own
and operate the Facility; and
WIIEREAS, the Facility may produce power, which Project Developer desires to sell to
Avista; and
WHEREAS, Project Developer and Avisk are parties to an agreement pursuant to which
Avista purchases the output of the Facility, which agreement expires by its terms at 0000 hours
on October 31,2022; and
WHEREAS, Project Developer owns the distribution system to which the Facility is
directly interconnected, and the Project Developer and Avista are parties to the Interconnection
and Operating Agreement dated November 28,2005 (Avista Contract No. AV-TR05-0199); and
WHEREAS, Project Developer desires to sell and Avista will purchase output from the
Facility pursuant to this Agreement, subject to approval of the tdaho Public Utilities
Commission; and
WHEREAS, the Facility is or shall be a Qualiffing Facility within the meaning of the
Public Utility Regulatory Policies Act of 1978 and the rules and regulations thereunder; and
NOW, TIIEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the Parties agree as follows.
1. DEFIMTIONS
Whenever used in this Agreement and exhibits hereto, the following terms shall have the
following meanings:
1.1 "Ag@gE!" means this Power Purchase Agreement, including all exhibits, and
any written amendments.
1.2 ..al![IV" means average MW.
Page - 3 - IDAHO COUNTY LIGHT & POWER
"&", "higg1!@!gg',"!3ff'and "ErEb" shall have their
respective meanings set forth above.
"E:E[egtiv&!9" shall have the meaning provided in Section 5.1.
1.5..@'meansallcertificates,credits,benefits,emissions
reductions, environmental air quality credits and emissions reduction credits, offsets and
allowances, howsoever entitled, resulting from the avoidance of the emission of any gas,
chemical, or other substance attributable to the Facility or the generation of energy by the
Facility, and the delivery of such energy to the elecnicity 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 ("UNFCCC'') or the Kyoto
Protocol to the LJNFCCC or crediting "early action" with a view to the UNFCCC, or laws or
regulations involving or administered by the Clean Air Markets Division of the Environmental
Protection Agency or successor administrator (collectively with any state or federal entity given
jurisdiction over a progrcm involving transferability 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 ta>l obligation, if any. Environmental Attributes also
include the reporting rights or Renewable Energy Certificates ("RECs") associated with these
Environmental Attributes. RECS are accumulated on a MWh basis and one REC represents the
Environmental Attributes associated with one MWh of energy. Environmental Atffibutes do not
include (i) any energy, capacity, reliability or other power attibutes from the Facility.
1.6 "Eeg!!![" means the electric generating facilities, including all equipment and
structures necessary to generate and supply power, more particularly described at Exhibit D
@escription of the Facility).
l.7..@,meanstheelectricPowerusedbytheFacilityduringits
operation, including, but not necessarily limited to pumping, generator excitation, cooling or
otherwise related to the production of electricity by the Facility.
1.8 "trrERC" means the Federal Energy Regulatory Commission.
1.9 " " means certifications provided by a
professional engineer registered in Washington or Idaho, who has no direct or indirect, legal or
equitable, ownership interest in the Facility.
1.10 " " means, as applicable, the
agreement between Project Developer and Avista that is providing interconnection service which
governs how the Net Output is delivered to Avista's electrical system at the Point of Delivery
during the Term of this Agreement and that is attached hereto as Exhibit C.
1.3
1.4
Page - 4 - IDAHO COLTNTY LIGHT & POWER
1.11-..@,meansallfacilitiesrequiredtointerconnectthe
Facility for delivery of Net Delivered Output to the Avista transmission system including
connection, transformation, switching, relaying and safety equipment. Interconnection Facilities
shall also include all telemetry, metering, cellular telephone, and/or communication equipment
required under this Agreement regardless of location.
1.12 *IElEq'means the ldaho Public Utilities Commission or its successor.
f.13 *![U" means megawatt. One thousand kilowatts equals one megawafi.
l.l4..@,meanseighty.fivepercent(85%)ofthePowerdex
Hourly Mid-Columbia Index (*Mid-C Index"), or its successor, or as agreed to by the parties
where no successor exists; provided, however, if the Mid-C Index is less than zero, the Market
Energy Cost shall be one-hundred and fifteen percent (llsyo) of the Mid-C Index.
1.15..@,,meansallelectricenergygeneratedbytheFacility,net
of Facility Service Power and losses and that is delivered to Avista at the Point of Delivery.
1.16..@,,meanstherateindollarspermegawatt-hour,tobe
paid by Avista for all Net Delivered Output that is not Surplus Energy, subject to any limitations
under this Agreement. The Net Delivered Output Cost is specified in Section I l.l.
l.l7 " " means all hours other
than Heavy Load Hours.
1.18 " 'means the hours ending
0700 through2200 Pacific Prevailing time, Monday through Sunday, including NERC holidays.
1.19 "QpgE!iEg&" means each l2-month period from July I through June 30.
l.20..@,meanst}relocationwheretheIdahoCountyLight&Power,s
distribution system is electrically interconnected with Avista's transmission system in the
Grangeville Substation.
l.2l..@,meansthepractices,methods,andacts,including
but not limited to practices, methods, and acts engaged in or approved 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.
l.22..@,meansanyoutagewhichisscheduledbytheProject
Developer to remove electrical or mechanical equipment from service for repair, replacement,
maintenance, safety or any other reason, and which thereby Iimits the generating capability of the
Facility to less than its full tested capability.
Page - 5 - TDAHO COITNTY LIGHT & POWER
1.23 "Sggplg$4gry" means: (l) Net Delivered Output produced by the Facility
and delivered to the Avista electrical system during the month which exceeds ll0% of the
monthly Net Delivered Output estimate for the corresponding month specified in Section 6.3; or
(2) if the Net Delivered Output produced by the Facility and delivered to the Avista electical
system during the month is less than90o/o of the monthly Net Delivered Output estimate for the
corresponding month specified in Section 6.3, then all Net Delivered Output delivered by the
Facility to the Avista electrical system for that given month. For clarification, Net Delivered
Output that is Surplus Energy pursuant to this definition shall be sold to Avista at the price set
forth in Section I1.2.
1.24 "@' means the rate in dollars per megawaft-hour, to be paid
by Avista for all Surplus Energy, subject to any limitations under this Agreement. The Surplus
Energy Cost is specified in Section 11.2 of this Agreement.
1.25 6'@' shall have the meaning provided in Section 5.5 of this Agreement.
2. NO RELIANCE ON AVISTA
2.1 Project Developer Independent Investigation. Project Developer warrants and
represents to Avista that in entering into this Agreement and the undertaking by Project
Developer of the obligations set forth herein, Project Developer has investigated and determined
that it is capable of performing hereunder and has not relied upon the advice, experience or
expertise of Avista in connection with the transactions contemplated by this Agreement.
2.2 Project Developer Experts. All professionals or experts including, but not limited
to, engineers, attorneys or accountants, that Project Developer may have consulted or relied on in
undertaking the transactions contemplated by this Agreement have been solely those of Project
Developer.
3. WARRANTIES
3.1 No Warrantv b], Avista. Any review, acceptance or failure to review Project
Developer's design, specifications, equipment or facilities shall not be an endorsement or a
confirmation by Avista, and Avista makes no warranties, expressed or implied, regarding any
aspect of Project Developey's design, specifications, equipment or facilities, including, but not
limited to, safety, durability, reliability, strength, capacity, adequacy or economic feasibility.
3.2 Oualifrine Facilitv Status. Project Developer warrants that the Facility is a
"Qualiffing Facility", as that term is used and defined in l8 C.F.R. $$ 292.101,292.207. After
initial qualification, Project Developer shall take such steps as may be required to adequately
maintain the Facility's Qualiffing Facility status during the term of this Agreement and Project
Developer's failure to adequately maintain Quali$ing Facility status will be a material breach of
this Agreement. Avista reserves the right to review the Facility's Qualiffing Facility status and
associated support and compliance documents at any time during the term of this Agreement.
Page - 6 - IDAHO COUNTY LIGHT & POWER
4. CONDITIONS PRIOR TO EFFECTIVE DATE
Prior to the Effective Date, the following actions must have occurred:
4.1 Licenses. Permits and Approvals. Pursuant to applicable federal, state, tribal or
local regulations, Project Developer shall maintain in good standing and effect all licenses, permits
or approvals necessary for Project Developer's operation of the Facility including, but not limited
to, compliance with Subpart B, l8 C.F.R. g 292.207 . Licenses, permits and approvals shall include
but shall not be limited to tribal, state and local business licenses, environmental permits
approvals for fuel storage, water rights, and other necessary easements and leases.
4.3 Insurance. Project Developer shall have complied with Section T,Insurance.
4.5 Initial Year Monthly Net Delivered Output Amounts. Project Developer shall
have provided to Avista the Initial Year Monthly Net Delivered Output Estimates in accordance
with Section 6.3.1.
5. TERM OF AGREEMENT
5.1 Subject to the provisions of this Section 5, this Agreement shall be effective at
0000 hours on October 31,2022, or such other date as ordered by the IPUC, ("Effective Date").
Power purchases pursuant to this Agreement shall commence upon the Effective Date.
5.2 Project Developer and Avista shall jointly petition the IPUC for an order
approving the Agreement. This Agreement is conditioned upon the approval and determination
by the IPUC that the prices to be paid for electric power are just and reasonable, in the public
interest, and that the costs incurred by Avista for purchases of electric power from Seller are
legitimate expenses.
5.3 In the event that the IPUC fails to issue a final order approving this Agreement
within six months of the date the Parties file an application with the IPUC seeking such approval,
neither Party shall have any further obligations to purchase or sell electric power hereunder, and
this Agreement shall terminate. Provided, however, that such termination of this Agreement is
not intended to waive Project Developer's rights under PURPA to enter into a successor power
purchase agreement or to waive any rights Project Developer may have to payment for avoided
capacity payments beginning on the effective date of a successor power purchase agreement
under IPUC Order No. 32697.
5.4 In the event that this Agreement is terminated pursuant to Section 5.2 or 5.3,
except as otherwise provided, the Project Developer shall refund amounts to Avista. The refund
amount for each month shall be equal to the amount previously paid by Avista for electric power
received by Avista from the Facility during such month, less the arithmetic product that is
obtained by multiplying the number of megawatt-hours during such month for which Avista has
paid, by the lesser of: (i) the Net Delivered Output Cost set forth in Section I l.l for such month,
or (ii) the Market Energy Cost for such month. [n the event that Avista has not paid for electric
power delivered by Project Developer before this Agreement is terminated pursuant to Section
Page - 7 - IDAHO COUNTY LIGHT & POWER
5.2 or 5.3, Avista shall pay for such power at the lesser of: (i) the Net Delivered Output Cost set
forth in Section I l.l for such month, or (ii) the Market Energy Cost for such month.
5.5 The Term of the Agreement shall be for twenty (20) years following the Effective
Date, unless terminated earlier by terms and conditions contained herein.
6. PURCHASE AND SALE OF POWER
6.1 Project Developer shall sell and deliver to the Point of Delivery and Avista shall
purchase all Net Delivered Output.
6.2 The Facility is designed, and the Project Developer shall operate the Facility in a
manner such that the hourly scheduled amount of Net Delivered Output does not exceed 0.9 MW
in any hour. Avista shall have the right, but not the obligation, to purchase any Net Delivered
Output from the Facility in excess of 0.9 MW in any hour. The maximum annual amount of
electric power that Avista is obligated to purchase hereunder shall be 4000 megawatt-hours in
any Operating Year which is a non-Leap Year, or 4000 megawatt-hours in any Operating Year
which is a Leap Year.
6.3 Net Delivered Outout Amounts.
6.3.1 Initial Net Delivered Output Estimates. Project Developer shall provide to
Avista Net Delivered Output estimates for each of the twelve consecutive months that
begin with the month containing the Effective Date, counting the month during which the
Effective Date occurs as month one (Initial Year Monthly Net Delivered Output
Estimates). Project Developer has provided such preliminary generation estimates in
Exhibit F, which shall be used as the Initial Year Monthly Net Delivered Output
Estimates unless Seller provides updated Initial Year Monthly Net Delivered Output
Estimates to Avista by written notice in accordance with Section 29 no later than five (5)
calendar days prior to the Effective Date.
6.3.2 Subsequent Monthly Net Delivered Output Estimates. After the Effective
Date, Project Developer may revise any future Net Delivered Output estimate by
providing written notice in accordance with Section 29 nolater than 5 PM Pacific
Standard time on the 25th day of the month that is prior to the month to be revised. If the
25th day of the month falls on a weekend or holiday, then written notice must be received
on the last business day prior to the 25th day of the month. For example, if Project
Developer wants to revise the Net Delivered Output estimate for August, Project
Developer must submit a revised schedule no later than July 25th or the last business day
prior to July 25th.
6.3.3 Content of Net Delivered Output Estimates. All Net Delivered Output
estimates shall be expressed in kilowatt-hours by month.
6.3.4 Failure to Provide Net Delivered Output Estimates. If the Project
Developer fails to provide to Avista Net Delivered Output estimates when required herein
Page - 8 - IDAHO COUNTY LIGHT & POWER
pertaining to any month or months, Avista shall determine the Net Delivered Output
estimates pertaining to such month or months, and the Net Delivered Output estimates
shall be binding for purposes of the Agreement as though they were prepared by Project
Developer and provided to Avista as required by the Agreement.
6.3.5 [Reserved.]
6.3,6 Avista Adjustrnent of Net Delivered Output Estimate. If Avista is excused
from accepting the Project Developer's Net Delivered Output as specified in Section 9.2,
or if the Project Developer declares a Suspension of Energy Deliveries as specified in
Section 9.3 and the Project Developer declared Suspension of Energy Deliveries is
accepted by Avista, the Net Delivered Output estimate as specified in Section 6.3.1 for
the specific month in which the reduction or suspension under Section 9.2 or 9.3 occurs
will be reduced in accordance with the following:
Where:
NDO = Current Month's Net Delivered Output estimate
SGU:(a)If Avista is excused from accepting the Project Developer's Net
Delivered Output as specified in Section 9.2 this value will be
equal to the percentage of curtailment as specified by Avista
multiplied by the TGU as defined below.
(b) If the Project Developer declares a Suspension of Net Delivered
Output as specified in Section 9.3 this value will be the generation
unit size rating of 0.9 MW,
TGU: Generation unit size rating of 0.9 MW,
RSH:Actual hours the Facility's Net Delivered Output was either
reduced or suspended under Sections 9.2 or 9.3.
TH:Actual total hours in the current month
Resultins formula beins:
Adjusted
Net Delivered
Output
=NDo ( () x( RSH ) )SGU x NDO
TGU TH
This Adjusted Net Delivered Output estimate will be used in applicable Surplus Energy
calculations for only the specific month in which Avista was excused from accepting the Net
Delivered Output or the Project Developer declared a Suspension of Energy.
Page - 9 - IDAHO COUNTY LIGHT & POWER
6.4 Environmental Attributes. Ownership of Environmental Attributes shall be determined
consistent with applicable State and Federal law.
7. INSTIRANCE
7.1 Business Insurance. Prior to operating the Facility, Project Developer, 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. Avista's acceptance of the certificate of
insurance is not intended to, and will not reduce, limit, affect, or modi$ the primary obligations
and liabilities of Project Developer under the provisions of this Agreement. Project Developer
must provide notice of cancellation or notice of change in policy terms at least sixty (60) days prior
to any change or termination of the policies.
7.1.1 General Liabilitv. Project Developer shall carry and maintain
comprehensive general liability insurance in a form acceptable to Avista with coverage of
not less than $2,000,000 per occurrence, including coverage of bodily injury, property
damage liability, and contractual liability specifically related to the indemnity provisions
of this Agreement. The deductible will not exceed the Project Developer's financial ability
to cover claims and will not be greater than prevailing practices for similar operations in
the State of Idaho.
7.1.2 Prope4v Insurance. Project Developer shall carry and maintain property
insurance for the full replacement value of the Facility in a form acceptable to Avista, a
deductible not to exceed the Project Developer's financial ability, and will not be greater
than prevailing practices for similar operations in the State of ldaho.
7.1.3 Oualifting Insurance. The insurance coverage required by this Section
7.1.1 must be obtained from an insurance carrier licensed to conduct business in the state
in which the Services are to be performed, must be acceptable to Avista, such acceptance
not to be unreasonably withheld, but in no event have less than an A.M. Best Rating of
A-, Class VIII. The policies required under this Agreement must include (i) provisions or
endorsements naming Avista and its directors, officers and employees as additional
insureds, (ii) Avista as a loss payee as applicable, (iii) a cross-liability and severability of
interest clause, and (iv) provisions such that the policy is primary insurance with respect
to the interests of Avista and that any other insurance maintained by Avista is excess and
not contributory.
7.2 Ensineering Certifications. At Avista's reasonable written request, Project
Developer shall provide to Avista an Independent Engineering Certification, substantially in the
form of Exhibit B, as to the adequacy of the Operation and Maintenance Policy for the Facility
within sixty (60) days after such request. Failure to provide such documentation shall be deemed
to be a default under Section 16.1.
Page - 10 - IDAHO COUNTY LIGHT & POWER
8. CURTAILMENT,INTERRT]PTION OR REDUCTION OF DELIVERY
Avista may require Project Developer to curtail, intemrpt or reduce delivery of Net
Delivered Output if, in accordance with Section 9.2, Avista determines that curtailment,
intemrption or reduction is necessary because of force majeure or to protect persons and property
from injury or damage, or because of emergencies, necessary system maintenance, system
modification or special operating circumstances. Avista shall use its reasonable efforts to keep
any period of curtailment, intemrption, or reduction to a minimum. In order not to interfere
unreasonably with Project Developer operations, Avista shall give Project Developer reasonable
prior notice of any curtailment, intemrption, or reduction, the reason for its occurrence and its
probable duration.
9. OPERATION
9.1 Communications and Reporting. Avista and the Project Developer shall maintain
appropriate operating communications through Avista's Designated Dispatch Facility in
accordance with Exhibit A of this Agreement.
9.2 Excuse From Acceptance of Delivery of Power.
9.2.1 Avista may intemrpt, suspend or curtail delivery, receipt or acceptance of
delivery of power if Avista reasonably determines consistent with Prudent Utility
Practice that the failure to do so:
9.2.1.1 May endanger any person or property, or Avista's electric
system, or any electric system with which Avista's system is interconnected;
9.2.1.2 May cause, or contribute to, an imminent significant disruption
of electric service to Avista's or another utility's customers;
9.2.1.3 May interfere with any construction, installation, inspection,
testing, repair, replacement, improvement, alteration, modification, operation, use
or maintenance of or addition to, Avista's electric system or other property of
Avista.
9.2.2 Avista shall promptly notiff Project Developer of the reasons for any such
intemrption, suspension or curtailment provided for in Section9.2.l, above. Avista shall
use reasonable efforts to limit the duration of any such disconnection, intemrption,
suspension or curtailment.
9.3 Project Developer Declared Suspension of Enere.v Deliveries.
9.3.1 tf the Facility experiences a forced outage due to equipment failure which
is not caused by neglect, disrepair or lack of adequate preventative maintenance of the
Facility, or if an event of Force Majeure as specified in Section 12 precludes delivery of
Net Delivered Output, Project Developer may, after giving notice as provided in
Page - I I - IDAHO COLJNTY LIGHT & POWER
Section 9.3.2 below, temporarily suspend all deliveries of Net Delivered Output to Avista
from the Facility from individual generation unit(s) within the Facility impacted by the
forced outage or Force Majeure for a period of not less than 48 hours to correct the forced
outage or Force Majeure condition ("Declared Suspension of Energy Deliveries"). The
Declared Suspension of Energy Deliveries will begin at the start of the next full hour
following the Project Developer's telephone notification to Avista as specified in
Section 9.3.2 and will continue for the time as specified (not less than 48 hours) in the
written notification provided by the Project Developer. In the month(s) in which the
Declared Suspension of Energy occurred, the Net Delivered Output Amount will be
adjusted as specified in Section 6.3.5.
9.3.2 If Facility experiences a forced outage or Force Majeure that curtails
generation or deliveries for any duration, the Project Developer shall promptly notifr the
Designated Dispatch Facility by telephone, and may subsequently claim a Declared
Suspension of Energy Deliveries if the Project Developer believes the outage meets the
requirements of a forced outage or Force Majeure that lasted at least 48 hours as provided
in Section 9.3.1.
Start of Curtailment. If the forced outage or Force Majeure has lasted or is expected to
last at least 48 continuous hours and the Project Developer wants to claim a Declared
Suspension of Energy Deliveries, the Project Developer will provide Avista a written
notice in accordance with Section 29 on or before the next business day following the 48
hours of continuous curtailment, identiffing (a) the start time and date of the partial or
total reduction of the Facility's capacity to produce and/or deliver Net Delivered Output,
(b) the amount of the hourly electric capacity reduction (in kW), (c) the cause (or if not
known, Project Developer's best estimate thereof), and (d) Project Developer's best
estimate of the time and date that the partial or total reduction will end.
Conclusion of the Curtailment - After the conclusion of the outage of any duration, the
Project Developer will notiff Avista's Designated Dispatch Facility by telephone. If the
Project Developer has claimed or will be claiming a Declared Suspension of Deliveries,
the Project Developer will notifr Avista in accordance with Section 29 that the
curtailment has concluded and report the day and time that the curtailment ended. The
beginning hour of the Declared Suspension of Energy Deliveries will be at the
earliest the next full hour after initially making telephone contact with Avista at the
start of the curtailment. The ending hour of the Declared Suspension of Energy
Deliveries will be at the earliest next full hour after making telephone contact with Avista
identi$ing the conclusion of the curtailment. The Project Developer shall, within 7
days after the initial telephone contact at the start of the curtailment, provide Avista a
written notice in accordance with Section 29 that will contain: (i) the Project
Developer's proposed beginning hour and date and ending hour and date of the Declared
Suspension of Energy Deliveries, (ii) a description of the conditions that qualiff the
outage as a forced outage or event of Force Majeure, and (iii) the reduced level ftW) of
energy deliveries the Facility notified Avista were the maximum energy deliveries to
Avista during the outage. Avista shall review the documentation provided by the Project
Developer to determine Avista's acceptance of the described forced outage or Force
Page - 12 - IDAHO COUNTY LIGHT & POWER
Majeure as qualifying for a Declared Suspension of Energy Deliveries as specified
in Section 9.3.1. Avista's acceptance of the Project Developer's forced outage or Force
Majeure as an acceptable forced outage or Force Majeure will be based upon the clear
documentation provided by the Project Developer that the forced outage is not caused by
neglect, disrepair or lack of adequate preventative maintenance of the Project Developey's
Facility. Avista's acceptance of the Project Developer's claims of a Declared Suspension
of Energy Deliveries will not be unreasonable withheld as long as the Project Developer
has provided reasonable documentation and explanation to Avista that the Declared
Suspension of Energy Deliveries meets all the criteria described in Section 9.3. Avista
will provide written communication to the Project Developer of its acceptance of the
Declared Suspension of Energy Deliveries or an explanation of the reason Avista denies
the Declared Suspension of Energy Deliveries.
9.4 Scheduled Maintenance. On or before January 31 of each calendar year, Project
Developer shall submit a written proposed maintenance schedule of significant Facility
maintenance for that calendar year and Avista and Project Developer shall mutually agree as to
the acceptability of the proposed schedule. The Parties determination as to the acceptability of
the Project Developer's timetable for scheduled maintenance shall take into consideration
Prudent Utility Practices, Avista system requirements and the Project Developer's preferred
schedule. Neither Party shall unreasonably withhold acceptance of the proposed maintenance
schedule. The Parties shall cooperate in determining mutually acceptable Facility down times or
maintenance shutdowns.
9.5 Compliance with Permits. Licenses. Authorizations and Other Rishts. Project
Developer shall obtain and comply with all permits, licenses, authorizations and other rights
required to own, operate, use and maintain the Facility, as they may change from time to time.
Project Developer shall furnish to Avista on request, copies of all documents granting,
evidencing or otherwise related to such permits, licenses, authorizations and rights.
9.6 Project DevelopeCs Risk. Project Developer shall own, operate, use 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.
9.7 Modifications to the Facilitv/Avista Right to Insoect. Any modifications to the
Facility from the as-built description of the Facility in Exhibit D shall not be valid unless set
forth in a written amendment to this Agreement signed by both Parties and subsequently
approved by the Commission. Project Developer shall permit Avista to inspect the Facility or
the operation, use or maintenance of the Facility. Project Developer shall provide Avista
reasonable advance notice ofany such test or inspection by or at the direction ofProject
Developer.
9.8 Proiect Developer Oblieations in Accordance with Prudent Utilitv Practices.
Project Developer shall own, operate and maintain the Facility and any Project Developer-owned
Interconnection Facilities so as to allow reliable generation and delivery of electic energy to
Avista for the full term of the AgreemenL in accordance with Prudent Utility Practices.
Page - 13 - IDAHO COLJNTY LIGHT & POWER
9.9 lnterconnection and Transmission. Project Developer shall make all necessary
arrangements and pay all costs to interconnect its Facility with the Idaho County Light & Power
electrical system. Attached as Exhibit C is the Interconnection and Operating Agreement.
Project Developer shall be responsible for any and all costs and expenses related to the
transmission of Net Delivered Output to the Point of Delivery under this Agreement, including
but not limited to metering, parallel operations, ancillary services and any costs or expenses
incurred by Avista resulting from enabling and establishing Avista's ability to accept Net
Delivered Output at the Point of Delivery.
IO. METERING
10.1 A power meter referred to as Bonneville Power Adminisfation meter number
1595 currently located on high side of the transformer at the Facility at Project Developer's
expense will register the Net Delivered Output generated and delivered to Avista on an hourly
basis as set forth in this section. The Parties agree to deduct as transmission losses two percent
from the amount registered by Bonneville Power Administration meter number 1595 to calculate
the Net Delivered Output delivered to the Point of Delivery.
10.2 The power meter will record power, which flows from the Facility to Avista.
Avista and Project Developer both shall have the right to read and receive readings from the
power meter. Avista shall read the meter at least once a month to determine the amount of Net
Delivered Output in each calendar month. Power deliveries in any month shall be calculated
based on information from meter readings with the date adjustment made by prorating metered
amounts to the number of days in such month. Actual monthly Net Delivered Output shall be
determined from the record developed. Ownership and maintenance of all meters used to
determine the billing hereunder shall be in accordance with the Interconnection and Operating
Agreement. Such meter(s) shall be tested and inspected in accordance with Avista's meter
testing program as filed with the Idaho Public Utilities Commission. If requested by Project
Developer, Avista shall provide copies of applicable test and calibration records and calculations.
Avista shall permit a representative of Project Developer to be present at all times the meters are
being tested. Additionally, Avista shall test any or all of such meters as may be reasonably be
required by Project Developer. Project Developer shall pay reasonable costs for such requested
test unless any of the meters is found to be inaccurate in which case Avista shall pay for such
test.
10.3 Adjustments shall be made in meter readings and billings for errors in a meter
reading or billing discovered within twelve (12) months of the error. Avista shall notifr Project
Developer of any errors arising from meter calibration, reading or billing. Avista shall permit
representatives of Project Developer to inspect all of Avista's records relating to the delivery of
electrical energy to and purchase of electrical energy by Avista hereunder.
1I. PURCIIASE PRICES AI\[D METHOD OF PAYMENT
11.f Net Delivered Outout Cost. For all Net Delivered Output received by Avista for
each hour that is not Surplus Energy Avista shall pay the applicable rate based upon the
Page - 14 - IDAHO COT NTY LIGHT & POWER
following Avoided Cost Rates For Non-Fueled Projects Smaller Than Ten Average Megawatts
per month - Non-Levelized. The applicable rates for such Net Delivered Output is shown in
Exhibit E. .
ll.2 Sumlus Enere.y Cost. For all Surplus Energy, Avista shall pay to the Project
Developer the Surplus Energy Cost, which shall be the lessor of (i) cunent month's Market
Energy Cost per megawatt-hour., or (ii) the Net Delivered Output Cost specified in Section I l.l
11.3 Payments to Project Developer. For each month during the term of this
Agreement, so long as there are energy deliveries made and/or payments due hereunder, Avista
shall prepare a statement based upon Net Delivered Output and Surplus Energy delivered to
Avista. Payments by Avista for amounts billed shall be paid no later than thel5ft day of the
month following the prior calendar month billing period. If the due date falls on a non-business
day of either Party, then the payment shall be due on the next following business day.
ll.4 Payments to Avista. If Project Developer is obligated to make any payment or
refund to Avista, Avista shall bill Project Developer for such payments. Project Developer shall
pay Avista on or before the l5th day of the month following the prior calendar month billing
period or ten (10) days after receipt of the bill, whichever is later.
11.5 Interest. Any payments by Avista to Project Developer or by Project Developer
to Avista, if not paid in full within the limitations set forth in Sections I1.3 and I1.4 above, shall
be late. In addition to the remedies for such an event of default pursuant to Section 16, the late-
paying Parly shall be assessed a charge for late payment equal to the lesser of one and one half
percent (1.5%) per month, or the maximum rate allowed by the laws of the State of Idaho,
multiplied by the overdue amount.
ll.6 Set-Off. Project Developer agrees that Avista may set off any and all amounts
owed by Project Developer to Avista against any current or future payments due Project
Developer under this Agreement.
ll.7 Wire Transfer. All payments shall be made by ACH or wire transfer in
accordance with further agreement of the Parties.
12. FORCE MAJEURE
l2.l Neither Party shall be liable to the other Party for, or be considered to be in
breach of or default under this Agreement, on account of any delay in performance due to any of
the following events or any delay or failure to produce Net Delivered Output, or to, receive or
accept Net Delivered Output due to any of the following events:
l2.l.l Any cause or condition beyond such Party's reasonable control which such
Party is unable to overcome by the exercise of reasonable diligence (including but not
limited to: fire, flood, earthquake, volcanic activity, wind, drought, pandemic or epidemic
and other acts of the elements; court order and act of civil, military or governmental
authority; strike lockout and other labor dispute; riot, insurrection, sabotage or war;
Page - 15 - IDAHO COLJNTY LIGHT & POWER
breakdown of or damage to facilities or equipment; electrical disturbance originating in
or transmitted through such Party's electric system or any electric system with which such
Party's system is interconnected; and, act or omission of any person or entity other than
such Party, and Party's contractors or suppliers of any tier or anyone acting on behalf of
such Parly); or
12.1.2 Any action taken by such Party which is, in the sole judgment of such
Pu.ty, necessary or prudent to protect the operation, performance, integrity, reliability or
stability of such Party's electric system or any electric system with which such Party's
electric system is interconnected, whether such actions occur automatically or manually.
12.2 In the event of any Force Majeure occurrence, the time for performance thereby
delayed shall be extended by a period of time reasonably necessary to compensate for such
delay. Avista shall not be required to pay for Available Output which, as a result of any force
majeure event, is not delivered. Nothing contained in this Section shall require any Party to
settle any strike, lockout or other labor dispute. In the event of a force majeure occurrence which
will affect performance under this Agreement, the nonperforming Party shall provide the other
Party written notice within fourteen (14) days after the occurrence of the force majeure event.
Such notice shall include the particulars ofthe occurrence, assurances that suspension of
performance is of no greater scope and of no longer duration than is required by the force
majeure, and that best efforts are being used to remedy its inability to perform.
12.3 Force Majeure shall include an electrical disturbance that prevents any electric
deliveries from occurring at the Point of Delivery.
13. INDEMNITY
13.1 Project Developer shall indemniff, defend and hold harmless Avista, its directors,
offtcers, employees, agents, and representatives, against and from any and all losses, expenses,
liabilities, claims or actions (hereafter "Loss"), based upon or arising out of bodily injuries or
damages to persons, including without limitation death resulting therefrom, or physical damages
to or losses of property caused by, arising out of or sustained in connection with the construction,
operation or maintenance of the Facility. Subject to Section 18 of this Agreement, Avista shall
indemni$, defend and hold harmless Project Developer, its directors, officers, employees,
agents, and representatives, against and from any Loss, caused by, arising out ofor sustained in
connection with the construction, operation or maintenance of its electrical system. In the event
that any such Loss is caused by the negligence of both Project Developer and Avista, including
their employees, agentso suppliers and subconfractors, the Loss shall be borne by Project
Developer and Avista in the proportion that their respective negligence bears to the total
negligence causing the Loss.
I3.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, PROJECT
DEVELOPER AND AVISTA EACH WAIVE ANY IMMUNITY I.]NDER EXISTING
WORKER'S COMPENSATION LAW APPLICABLE TO THE ruRISDICTION WHERE TTM
FACILITY IS TO BE LOCATED AS NECESSARY TO INDEMNIFY AND HOLD
Page - l6 - IDAHO COLJNTY LIGHT & POWER
HARMLESS TTM OTTIER FROM SUCH LOSS, TO THE EXTENT SET FORTH IN
SECTION I3.I, ABOVE.
I3.3 PROJECT DEVELOPER AND AVISTA SPECIFICALLY WARRANT THAT
TIfi TERMS AND CONDITIONS OF TTIE FOREGOING INDEMNITY PROVISIONS ARE
TI{E SI.]BJECT OF MUTUAL NEGOTIATION BY TI{E PARTIES, AND ARE
SPECIFICALLY AND EXPRESSLY AGREED TO IN CONSIDERATION OF THE
MUTUAL BENEFITS DERIVED T.JNDER THE TERMS OF THE AGREEMENT.
13.4 Other than as expressly provided for in this Agreement, neither Party shall be
liable under any provision of this Agreement for any losses, damages, costs or expenses for any
special, indirect, incidental, consequential, or punitive damages, including but not limited to loss
of profit or revenue, loss of the use of equipment, cost of capital, cost of temporary equipment or
services, whether based in whole or in part in contract, in tort, including negligence, strict
liability, or any other theory of liability; provided, however, that damages for which a Party may
be liable to the other ParU under another agreement will not be considered to be special, indirect,
incidental, or consequential damages hereunder.
14. ASSIGNMENT
l4.l Project Developer shall not voluntarily assign its righm or delegate its duties
under this Agreement, or any part of such rights or duties without the written consent of Avista.
Such consent shall not unreasonably be withheld. Further, no assignment by Project Developer
shall relieve or release it to the extent of any of its obligations hereunder. Subject to the
foregoing restrictions on assignments, this Agreement shall be fully binding upon, inure to the
benefit ofand be enforceable by the Parties and their respective successors, heirs and assigns.
14.2 Project Developer shall have the right, subject to the obligation to provide
security hereunder, without the other Party's consent, but with a thirty (30) days prior written
notice to the other Party, to make collateral assignments of its rights under this Agreement to
satisff the requirements of any development, construction, or other long term financing. A
collateral assignment shall not constitute a delegation of Project Developer'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 Project Developer shall be
considered Project Developer's successor in interest and shall thereafter be bound by this
Agreement.
15. NO UNSPECIFIED THIRD PARTY BEhTEFICHRIES
Except as specifically provided in this Agreement, there are no third party beneficiaries
of this Agreement. Nothing contained in this Agreement is intended to confer any right or
interest on anyone other than the Parties, and their respective successors, heirs and assigns
permitted under Section 14.
Page - 17 - IDAHO COLJNTY LIGHT & POWER
16. DEFATJLT
16.l tn the event that either Party fails to perform the terms and conditions set forth in
this Agreement (a breach of or default under this Agreement), including without limitation the
failure to provide Net Delivered Output, when available and deliverable to Avista, at the times or
in the amounts required by this Agreement, the following shall apply:
f6.1.1 The non-defaulting Party shall give written notice to the defaulting Party
of the breach of or default under this Agreement.
16.1.2 Where default is for failure to pay sums which are due and payable under
this Agreement, then the defaulting Party shall have thirty (30) days following receipt of
written notice to cure the default, after which period the non-defaulting Party may
unilaterally terminate this Agreement.
16.1.3 Except as provided in Sections L6.1.2 and 16.1.4, in all other cases of
breach or default, then the defaulting Party must begin to cure the breach or default
within thirty (30) days and shall complete such cure within ninety (90) days of receipt of
written notice, or else the non-defaulting Party may unilaterally terminate this
Agreement.
16.1.4 lfabreachordefaultoccursunderSections 16.2.1,16.3.1, 16.3.2,16.3.3,
l6.3.4,then the non-defaulting party may terminate this Agreement after the respective
cure period(s) as expressly provided for in such Sections.
16.2 Notwithstanding any claim of Force Majeure, Project Developer shall be in
default, and Avista may immediately terminate this Agreement, if:
16.2.1 Project Developer has abandoned the Facility; or
16.2.2 There have been no energy deliveries to Avista from the Facility for a
period of twelve (12) consecutive months; or
16.2.3 Facility ceases to be a Qualiffing Facility.
16.3 For purposes of this Agreement, and without limiting the generality of section
16.1, a Parly shall also be in default if it:
16.3.1 Becomes insolvent (e.g., is unable to meet its obligations as they become
due or its liabilities exceed its assets); or
16.3.2 Makes a general assignment of substantially all of its assets for the benefit
of its creditors, files a petition for bankruptcy or reorganization or seeks other relief under
any applicable insolvency laws; or
Page - 18 - IDAHO COUNTY LIGHT & POWER
16.3.3 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 (60) days after it is filed.
16.4 Any right or remedy afforded to either Party under any provision of this
Agreement on account of the breach of or default under this Agreement by the other Parly is in
addition to, and not in lieu of, all other rights or remedies afforded to such Party under any other
provisions of this Agreement, by law or otherwise on account of the breach or default.
17. ARBITRATION
Each Party shall strive to resolve any and all differences during the term of the
Agreement. If a dispute cannot be resolved, each Paty shall use arbitration before requesting a
hearing before the IPUC. The arbitration shall be conducted pursuant to the Washington
Uniform Arbitration Act RCW Chapter 7.04A. The Parties agree that the IPUC shall have
continuing jurisdiction over this Agreement.
18. RELEASE BY PROJECT DEVELOPER
Project Developer releases Avista from any and all claims, Losses, harm, liabilities,
damages, costs and expenses to the extent resulting from any:
18.1 Electic disturbance or fluctuation that migrates, directly or indirectly, from
Avista's electric system to the Facility;
18.2 Intemrption, suspension or curtailment of electric service to the Facility or any
other premises owned, possessed, controlled or served by Project Developer, which intemrption,
suspension or curtailment is caused or contributed to by the Facility or the interconnection of the
Facility with any electric system; or
18.3 Disconnection, intemrption, suspension or curtailment by Avista pursuant to
terms of this Agreement or the Interconnection and Operating Agreement.
18.4 Disconnection, intemrption, suspension or curtailment of transmission service by
a transmitting entity or any unforeseen cost or increase in costs to Project Developer imposed by
a transmitting entity.
19. GOVER}TMENTALAUTIIORITY
This Agreement is subject to the rules, regulations, orders and other requirements, now or
hereafter in effect, of all governmental authorities having jurisdiction over the Facility, this
Agreement, the Parties or either of them. All laws, ordinances, rules, regulations, orders and
other requirements, now or hereafter in effect, of governmental authorities that are required to be
incorporated in agreements of this character are by this reference incorporated in this Agreement.
Page - 19 - IDAHO COLJNTY LIGHT & POWER
20. EOUAL OPPORTUNITY
Project Developer shall comply with all applicable equal opportunity laws, ordinances,
orders, rules and regulations.
2I. SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be otherwise, the duties, obligations
and liabilities of the Parties are intended to be several not joint or collective. This Agreement
shall not be interpreted or constued to create an association, joint venture or partnership between
the Parties or to impose any partnership obligations or liability upon either Party. 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 oi or to otherwise bind the other
ParE.
22. IMPLEMENTATION
Each Party shall promptly take such action (including, but not limited to, the execution,
acknowledgement and delivery of documents) as may be reasonably requested by the other Party
for the implementation or continuing performance of this Agreement.
23. NON-WAIVER
The failure of either Party to insist upon or enforce strict performance by the other Parly
of any provision of this Agreement or to exercise any right under this Agreement shall not be
construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon
any such provision or right in that or any other instance; rather, the same shall be and remain in
full force and effect.
24. AMENDMENT
No change, amendment or modification of any provision of this Agreement shall be valid
unless set forth in a written amendment to this Agreement signed by both Parties and
subsequently approved by the Commission.
25. CHOICE OF LAWS
This Agreement shall be construed and interpreted in accordance with the laws of the
State of Idaho.
26. COMPLIANCE WITH LAWS
Both Parties shall comply with all applicable laws and regulations of governmental
agencies having jurisdiction over the Project and the operations of the Parties.
Page - 20 - IDAHO COUNTY LIGHT & POWER
27, VENTIE
Any action at Iaw or in equity to enforce the terms and conditions of this Agreement shall
be brought in ldatro.
28. 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.
29. NOTICES
All written notices required by this Power Purchase Agreement shall be mailed or
delivered as follows:
to Avista:Director, Power Supply
Avista Corporation
P.O.Box3727
Spokane, WA 99220
to Project Developer:Idaho County Light & Power
Box 300
Grangeville,ID 83530
Either Party may change its address specified above by giving the other Party notice of
such change in accordance with this Section. All notices, requests, authorizations, directions or
other communications by a Party shall be deemed delivered when mailed as provided in this
Section or personally delivered to the other Party. Any verbal notice required hereby which
affects the payments to be made hereunder shall be confirmed in writing (certified mail) as
promptly as practicable after the verbal notice is given.
Page - 21 - IDAHO COLTNTY LIGHT & POWER
30. EXIIIBITS
This Power Purchase Agreement includes the following exhibits wtrich are anached and
incorporated by reference herein:
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Communications and Reporting
Form of Engineeds Certification of Operations and Maintenance Policy
Interponnection and Operating Agrwment
Description of the Facil ity
Purchase Prices
IN WITNESS WHEREOF, ttre Panies hereto have caused this Agrecment to be executed
by their duly authorized representatives as of the first date herein above set for$.
IDAHO COI.JNTY LIGHT & POWER AVISTA CORPORATION
By:
Printed Name:
Title:
Date:q-g-22 Title:
Date:
Page - 22 - IDAHO COLTNTY LIGHT & POWER
Exhibit A
Communicstion and Renortins
(a) During normal business hours, all verbal communications relating to intemrptions
and outages:
Avista System Operator (509) 4954105
Alternate Phone Number: (509) 4954934
Project Developer 208-983-1610
Alternate Phone Number: 208-507-8753
O) Outside of normal business hours (nights, weekends, and holidays), all verbal
communications relating to intemrptions and outages shall take place between the following
personnel:
Avista System Operator (509) 4954105
Alternate Phone Number: (509) 4954934
Project Developer 208-983-1610
Alternate Phone Number: 208-507-8753
ExhibitA
IDAHO COI.JNTY LIGHT & POWER
Exhibit B
Form of Ensineerfs Certilication of Onerations and Maintenance Policv
am a Professional Engineer
(Name ofEngineer)
registered to practice in the State of ldaho. I have substantial experience in the design,
construction and operation of electric power plants of the same type as
(plant),
l. [,
(Title of QF)
sited at
in
(Description of Project Site)
County, State of .
2. I have reviewed and/or supervised the review of the Policy for Operation and
Maintenance (O&M Policy) for the plant and it is my professional opinion that, provided said
plant has been designed and built to appropriate standards, adherence to said O&M Policy will
result in the plant's producing at or near the design electrical output, efficiency, and plant factor
for years (length of the proposed Power Sales Contract), barring unforeseeable
Force Majeure.
3. I have no economic relationship to the Designer of said plant and have made my
analysis of the Plans and Specifications independently.
4. I have supplied the owner of the plant with at least one copy of said O&M Policy
bearing my Stamp and the words "CERTIFIED FOR IDAHO P.U.C. SECURITY
ACCEPTANCE" on each sheet thereof.
5. I hereby CERTIFY that the above statements are complete, tue, and accurate to
the best of my knowledge and I therefore set my hand and seal below.
Signed and Sealed
DATE:
SIGNATURE:
Exhibit B
IDAHO COUNTY LIGHT & POWER
Exhibit C
Interconnection and Ooeratinq Asreement
Exhibit C
IDAHO COUNTY LIGHT & POWER
Avbta contract No. AV-TR05"0188
INTERCONNECTION AND OPERATING AGREEMENT
between
AVISTA CORPORATION
and
IDAHO COUNTY LIGHT & POWER COOPERANVE ASSOCIATION, INC.
This INTERCONNEC,TION AND OPERATING AGBEEMENT ('Agreemenf) is made
and entered inilnis9#flaay of November, 2005, by and between AVTSTA CORPORATION
('Avista') and IDAHO COUNTY LIGHT & POWER COOPERATIVE ASSOCIATION, lNC.
flCL&P'), wh'rch hereinafter may be relerred to individually as 'Partt' or collectively as
'Parties'.
RECITALS
WHEREAS, Avista and ICL&P currently operate interconnected electric systems; and
WHEREAS, the terms and conditiolls goveming the operation and maintenance of the
interconnected electric systems of Avista and ICL&P have historically been pursuant to a power
sales agreement between ICL&P and the Bonneville Power Administration ("Bonneville") and a
General Transfer Agreement between Avista and Bonneville (Bonneville Contract No. DE-
MS79-868P91970) (collectivety the "Historical Power and Transfer Agreements'); and
WHEREAS, ICL&P and Bonneville have executed new power sales and network
transmission service agreements effective October 1, 2001 (cotlectively the uPower and
Transmission Agreements"); and
WHEREAS, upon the expiration of the General Transfer Agreement between Avista and
Bonneville alZ4OO hours on December 31, 2005, the Historical Power and Transfer Agreements
no longer provide for terms and conditions governing the operation and maintenance of the
inlerconnected electric systems of Avista and ICL&P; and
WHEREAS, in order to facilitate the continued delivery of electric power from Bonneville
to ICL&P, Avista and Bonneville lntend to execute a service agreement under Avista's Open
Access Transmission Taritf - FERC Electric Taritf Volume No. 8 ('Taritf) pursuant to which
Avista will provide network integration transmission service to Bonneville for such deliveries to
ICL&P;and
WHEREAS, at some future point in time ICL&P may elect to execute a service
agreement under Avista's Taritf, replacing the aforementioned agreement between Avista and
Bonneville, to facilitate the delivery of electric power to ICL&P; and
WHEREAS, Avista and ICL&P desire to provide for the terms and conditions for the
operation and maintenance of their interconnected electric systems; and
WHEREAS, Avista and ICL&P intend for this Agreement to supersede and replace the
lnterc.onnection and Operating Agreement between the Parties (Avista Contract No. WP-TR96-
0001) dated September 30, 1996.
NOW, THEREFORE, the Parties agree as follows:
1.1
1.2
1.3
Section 1 - Definitions
Ancillary Services - Those services that are necessary to support the transmission of
capacity and energy from resources to loads while maintaining reliable operation of
Avista's transmission system in accordance with Good Utility Practice.
Commission - The Federal Energy Regulatory Commission, or its regulatory su@essor.
Direct Assionment Facilities - Facilities or portions of facilities that are constructed by
Avista for the sole use or benefit of ICL&P.
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
Generatinq Proiect - Any electric generating facility, whether owned by ICL&P or a third
party, located in an area served by ICL&P that is electrically connected to Avista through
the Points of Delivery.
Good Utilitv Practice - The practices, methods and acts engaged in or approved by a
significant portion of the electric utility industry during the relevant time period, or the
practices, methods and acts which, in the exercise of reasonable judgment in light of the
facts known at the time the decision was made, could have been expected to
accomplish the desired result at a reasonable cost consistent with good business
practices, reliabllity, safety, and expedition. Good Utility Practice is not lntended to be
limited to the optimum practice, method or act to the exclusion of all others, but rather to
be a range of acceptable practices, methods or acts.
Native Load Customers - The wholesale and retail power customers of either Party on
whose behalf that Party, by statute, franchise, regulatory requirement, or contract,
undertakes an obligation to construct and operate that Party's system to meet the
reliable electric needs of such customers.
NERC - The North American Electric Reliability Council, or its successor.
NWPP - The Northwest Power Pool, or its successor.
Point(s) of Peliverv - Those points of interconnection as specified in Exhibit A of this
Agreement.
Service Commencement Date - The date whereupon Avista first commences providing
network integration transmission service to ICL&P or to Bonneville pursuant to a service
agreement under the Tariff for the delivery of electric power to ICL&P.
Tariff - Avista's Open Access Transmission Tariff - FERC Electric Tariff Volume No. B,
as such may be amended or replaced.
1.12 Transmission Service - Network integration transmission service, including transfer
service over substation facilities, distribution facilities, or Direct Assignment Facilities,
provided pursuant to the Tariff or any other agreement between the Parties.
1.13 WECC - The Western Electricity Coordinating Council, or its successor.
2.'.|
2.2
2.3
Section 2 - Term of Aoreement
Effective Date - The effective date of this Agreement shall be the later of:
(a) the date of this Agreement; or
(b) the date this Agreement is accepted for filing by the Commission, without any
change or condition by the Commission which is unacceptable to either Avista or
ICL&P, provided, however, that by executing this Agreement ICL&P does not
consent to any jurisdiction by the Gommission that the Commission does not
already have over ICL&P.
Term - The term of this Agreement shall commence on the etfective date and shall
continue for ten (10) years from the Service Commencement Date, except as provided in
Section 2.3 below.
Continuation of Term - The term of this Agreement shall continue beyond ten (10) years
from the Service Commencement Date unless affirmatively terminated in writing upon
two (2) years'written notice by either Party to the other Party.
Section 3 - Exhlbits
The following Exhibits are attached and incorporated by reference herein:
Exhibit A - Points of Delivery
Exhibit B - Meter Reading and Meter Test Procedures
Exhibit C - Substation Construction and Ownership Guidelines
4.1
4-2
5.1
5.2
Sectlo[ 4 - Se(vlces Prcvlded bv Avlsta or Other Parties
Transmission Service - ICL&P, or Bonneville on behalf of !CL&P, requires Transmission
Service to the Points of Delivery in order to serve IGL&P's Native Load Customers.
Transmission Service is not provided for under this Agreement, but shall be provided for
pursuant to the Taritf or other agreement between the Parties or between Avista and
Bonneville.
Ancillarv Services - ICL&P, or Bonneville on behalf of ICL&P, requires Ancillary Services
in order to serve !CL&P's Native Load Customers via the Points of Delivery. Ancillary
Services are not provided for under this Agreement, but shall be provided for pursuant to
the Taritf or another agreement between the Parties or between Avista and Bonneville.
Sectlon 5 - Points of Dellverv and Facllltles
Additional Points of Deliverv - During the term of this Agreement, ICL&P may, in
accordance with Good Utility Practice and, when applicable, upon Avista's approva!, add
new Points of Delivery such as to facilitate Transmission SeMce under the Taritf.
Subject to the foregoing, the Parties shall add any such new Point of Delivery concurrent
with the commencement of Transmission Service under the Tariff to such new Point of
Delivery.
Ownership of Facilities
(a) Except as otherwlse expressly provlded, ownership of any and allequipment and
all salvable facilities installed or previously lnstalled by either Party on the
property of the other Party shall be and remain with the owning Party.
(b) Each Party shall identify all movable equipment and, to the extent agreed upon
by the Parties, all other salvable facilities that are installed by such Party on the
property of the other, by permanently atfixing thereto suitable markers plainly
identifying the owner of tho oquipment. Within a reasonable time euboequent to
5.3
5.4
initial installation, and subsequent to any modification of such installation,
representatives of the Parties shall jointly prepare an itemized list of said
movable equipment and salvable facilities so installed.
(c) Each Party shall be responsible for the cost of compliance with the requirements
of all applicable Federal, State, and local environmental laws for its own facilities,
even when such facilities are located on the property of the other Party.
(d) Construction and ownership of facilities inside an Avista substation shall be
subject to the Substation Gonstruction and Ownership Guidelines outlined in
Exhibit C, attiached hereto.
Addition of Facilities - Any incremental costs of additions or modifications to Avista's
equipment and facilities in order to provide Transmission Service or Ancillary Services at
the Points of Delivery shall be provided for pursuant to the Tariff or another agreement
between the Parties.
Permits
(a) lf any equipment or facilities associated with any Point of Delivery and belonging
to a Party are, or are planned to be, located on the property of the other Party, a
permit to install, test, maintain, inspect, replace, repair, and operate during the
term of this Agreement and to remove such equipment and facilities at the
expiration of the Term, together with the right of entry to said property at all
reasonable times, is hereby granted by the other Party, provided, however, that
permits to perform ground excavation are exempted from this Section 5.4(a)-
(b) Each Party shall have the right at all reasonable times to enter the properly of the
other Party for the purpose of reading any and all meters mentioned in this
Agreement that are installed on such property, provided, however, that such right
shall be consistent with and subject to any applicable national security
requirements.
5.5
6.1
(c) lf either Party is required or permitted to install, test, maintain, inspect, replace,
repair, remove, or operate equipment on the property of the other, the owner of
such property shall furnish the other Party with accurate drawings and wiring
diagrams of associated equipment and facilities, or, if such drawings or diagrams
are not available, shall furnish accurate information regarding such equipment or
facilities. The owner of such property shall notify the other Party of any
subsequent modification that may atfect the duties of the other Pafi in regard to
such equipment, and fumish the other Pafty with accurate revised drawings, if
possible.
lnsoection of Facilities - Either Party may inspect the other Party's electric installation for
any reasonable purpose at any reasonable time upon reasonable notice to the other
Party. Such inspection, or failure to inspect, shall not render such Party, its officers,
agents, or employees, liable or responsible for any injury, loss, damage, or accident
resulting from defects in such electric installation, or for violation of this Agreement. The
inspecting Party shall observe written instructions and rules posted in facilities and such
other necessary instructions or standards for inspection as the Parties may agree upon.
Only Generating Projects and those electric installations used in complying with the
terms of this Agreement shall be subject to inspection.
Section 6 - Meterino
Meters and Meter Readino - As of the Effective Dale, meters at the Points of Delivery
are provided for under the Power and Transmission Agreements. Unless provided by
Bonneville pursuant to the Power and Transmission Agreements or any subsequent
agreement between Bonneville and ICL&P, Avista and/or ICL&P shall own and maintain
all meters used to determine any billing associated with this Agreement, a service
agreement under the Taritf providing for the delivery of electric power to the Poln(s) of
Delivery, or any other agreement between the Parties. Meters at the Point(s) of Delivery
shall be read pursuant to the Meter Reading and Meter Test Procedures outlined in
Exhibit B, attached hereto.
6.2 Tests of Meterinq lnstallations - Each Party shall, at its exponse, test its measuring
installations associated with this Agreement, a service agreement under the Tariff
providing for the delivery of electric power to the Point(s) of Delivery, or any other
agreement between the Parties, in accordance with the Meter Reading and Meter Test
Procedures outlined in Exhibit B, attached hereto. The Parties may mutually agree to
use a single set of meters. ln the event that a single set of meters are utilized, tests of
such meters shall be conducted jointly by the Parties in accordance with Exhibit B and
shall be witnessed and agreed to by representatives of each Party.
6.3 Meterlno and Communications Required for Ancillarv Services - To the extent not
provided by BonneMlle pursuant to its agreements with ICL&P, ICL&P shall be
responsible for all costs associated with the installation, operation, and maintenance of
any metering and communications equipment necessary for the provision of Ancillary
Services either by Avista, !CL&P, or by a third party. All such metering installations shall
be installed, operated, and maintained pursuant to applicable NERC, WECC, and NWPP
criteria and Good Utilip Practice.
6.4 Measurements and lnstiallation of Avista Meters - Notwithstanding any other provision in
this Section 6, Avista may at any tlme install meters or metering equipment to make any
measurements for any Point of Delivery required for any computation or determination
mentioned in this Agreement, a service agreement under the Taritf providlng for the
delivery of electric power to the Point(s) of Elelivery, or any other agreement betwen the
Parties, and if such meters or metering equipment are so installed, such measurements
shall be used thereafter in such computation or determinatlon.
6.5
7.1
7.2
Real-Time Data Acuuisition - For the purpose of enabling Avista to monitor the loads on
its transmission system, Avista may require the acquisition of real-time load data
(megawatts and megavars) at Points of Delivery at or above 69kV. The Parties shall
facilitate such data acquisition pursuant to the Substation Construction and Ownership
Guidelines outlined in Exhibit C.
Section 7 - Operation and Malntenance
Operation and Maintenance of lnterconnected Facilities - Avista and ICL&P shall
maintain the facilities enabling the Point(s) of Delivery described in Exhibit A in good
working order and shall operate and maintain their respective interconnected facilities
pursuant to any applicable NERC and WECC criteria and Good Utility Practice. The
Parties shall adhere to the Substation Construction and Ownership Guidelines outlined
in Erhibit C.
Qoeration of ICL&P's Points of Deliverv - Avista shall have primary operating
responsibility in all Avista substations. This responsibility specifically includes the
distribution feeder protective device at each Point of Delivery in Avista substations, and
all switching operations in such substations. Operation of apparatus owned by ICL&P in
Avista's substations shall be the responsibility of ICL&P, subject to switching orders
received from Avista system operations personnel. ICL&P personnel shall adhere to the
Avista requirement that anyone entering an Avista substation notify Avista system
operations of their presence and their operational intentions. Operation of ICL&P
equipment at each Point of Delivery not located in an Avista substation shall be
coordinated with Avista system operations personnel to the extent practicable pursuant
to Good Utility Practice.
Ooerator's Qualifications - ICL&P's personnel who perform operations in Avista's
substations or on line facilities at a Point of Delivery are required to meet the applicable
7.3
7.4
operating requirements of ICL&P. Such personnel shall be familiar with the operation of
all substation or line facilities and equipment that concerns his or her position and be
fully aware of the hazards connected therewith, or have passed a journeyman's
examination for the partlcular branch of the electricaltrades with which he or she may be
connected.
Power Qualitv - The interconnection of Avista and ICL&P facilities requires mutual
responsibilities with respect to quality of service to both Parties'customers.
(a) Character of Seryice - Unless otherwise provided in this Agreement, Avista will
make electric power available to ICL&P in the form of three-phase alternating
current at a nominalfrequency of sixty (60) hertz.
(b) Abnormal Voltaoe Maqnitudes - Both Parties shall operate and maintain their
facitities such that the other Party's steady-state voltage levels at the Points of
Delivery are manageable to within x,1O"h of the steady-state operating voltage
specified for each Point of Delivery. Both Parties shall also design, @nstruct,
operate and maintain its electric facilities in accordance with Good Utility Practice
to reduce to acceptable levels any momentary voltage fluctuations that atfect the
other Party's facilities.
(c) Frequencv Control - Both Parties shall operate and maintain their systems to
enable the Avista control area to maintain its frequency control obligations to
applicable regional operating criteria.
(d) Harmonic Control - Each Party shall design, construct, operate, maintain and
use its electric facilities in accordance with the IEEE 519 standard and Good
Utility Practice to reduce to acceptable levels the harmonic currents and voltages
which pass into the other Party's facilities. Harmonic reductions shall be
accomplished with equipment that is specifically designed and permanently
7.5
7.6
7.7
7.8
operated and maintained as an integral part of the facllities of the Party that owns
the system on which harmonics are generated.
Reactive Power - The Parties shall iointly plan and operate their interconnected
electrical facilities pursuant to Good Utility Practice in order to minimize the reactive
power requirements placed upon the other Party. Pursuant to such joint planning and
operation, Avista may require ICL&P to install necessary equipment or implement
necessary operating practices on ICL&P's system to assure that deliveries at the Points
of Delivery, pursuant to any transmission service agreernent, are at a power lastor no
less than 0.95leading or lagging.
Balanclno Phase Demands - lf requlred by Avista at any time during the term of this
Agreement and pursuant to Good Utllity Practice, ICL&P shall make such changes as
are necessary on its system to balance the phase curents at any Point of Delivery such
that the curent of any one phase not deviate by more than five (5) percent from the
average of the cunents on all three phases, unless othenrvise agreed upon by the
Parties.
Remedia! Actions - Avista rnay require ICL&P to participate in or carry ICUIP's pro rata
share of any remedial action scheme that may be required to support the reliability of
AMsta's system or the regional or sub-reglonal transmission syatems. ln such case,
Avista and IGL&P shall jointly plan and coordinate the implementation of the required
remedial action scheme pursuant to Good Utility Practice.
Automatic Under-frequencv Load Sheddino Protection - Avista may require ICL&P to
participate up to its pro rata share in an automatic under-frequency load shedding
Program required to support the reliability of Avista's system or the regional or sub-
regional transmission systems. Such pro+ata share shall be determined by the
proportion of the total load of ICL&P's Native Load Gustomers to the sum of the tota!
loads of Avista's Native Load Customers, ICL&P's Native Load Customers and the
native load customers of other parties served directly by Avista's Transmission System.
Avista and ICL&P shalljointly plan and coordinate the implementation of such protection
pursuant to Good Utility Practice, provided, however, that ICL&P shall have the right to
specify which of its loads are to apply to meet its pro rata obligation for automatlc under-
frequency load shedding. ll such loads are served via a Point of Delivery where ICL&P
owns the distribution feeder protection device, Avista may require ICL&P to provide,
install, operate and maintain the necessary relay equipment on ICL&P's distribution
system, at ICL&P's cost.
7.9 Generatino Proiects - ICL&P shall require that any Generating Project shall agree by
contract to plan and interconnect the Generatlng ProJect consistent with Good Utility
Practice and the standards, criteria, and requirements of NERC, WECC, and NWPP.
7.10 Maintenance Resoonsibilitv - The owner of any equipment shall retain maintenance
responsibility for such equipment, except for any required earth excavation inside a
substation as provided below.
(a) Excavation lnside an Avista Substation - Any earth excavation inside an Avista
substation shall be performed by Avista or Avista's authorized agents and shall
be the responsibility of Avista. To the extent that excavation is performed on
behalf of ICL&P, for ICL&P's sole or joint benefit, ICL&P shall reimburse Avista
for an appropriate share of the costs associated with such excavation.
(b) Excavation lnslde a ICL&P Substation - Any earth excavation inside a ICL&P
substation shall be performed by ICL&P or ICL&P's authorized agents and shall
be the responsibility of ICL&P. To the extent that excavation is perform€d on
behalf of Avista, for Avista's sole or joint benefh, Avista shall reimburse ICL&P for
an appropriate share of the costs associated with such excavation.
7.11 Maintenance Schedulino and Continuitv of Seruice - The Parties shal! coordinate thelr
respective equipment maintenanoe schedules so as to minimlze any etfects upon either
8.1
Party due to temporary interruptions associated with such maintenance. Avista may
temporarily interrupt or curtail seruice at the Points of delivery:
(a) upon reasonable notice to ICL&P in order to instrall equipment in, make repairs,
replacements, investigations, and inspections of or perform other maintenance
work on Avista's system; provided, however, that Avista shall give ICL&P prior
notice thereof, the reason therefore, and the probable duration thereof; and
(b) without prior notice of such interruption or curtailment as may be necessary
because of uncontrollable forces as provided in Section 8. Avista shall use
reasonable efforts to avoid interference with the operations of ICL&P and to
repair the cause of any such interruption or curtiailment. The Parties shall use
reasonable efforts to provide for effective communication protocols between their
respective operating personnel for the purpose of communicating any apparent
cause and expected duration of any such interruption'or curtailment of an
extended nature.
Section 8 - Uncontrollable Forces and Liabilitv
Uncontrollable Forces - Neither Party to this Agreement shall be considered to be in
default in performance of any obligation hereunder if failure of performance shall be due
to uncontrollable forces. The term "uncontrollable forceso means any cause beyond the
control of the Party affected, including, but not limited to, failure or loss of facilities, flood,
earthquake, storm, fire, lightning, epidemic, war, riot, civil disturtance, labor disturbance,
sabotage, and restraint by court order or public authority, which by exercise of due
foresight, such Party could not reasonably have been expected to avoid, and which by
exercise of due diligence it shall be unable to overcome. A Parg shall not, however, be
relieved of liability for failure of performance if such failure is due to causes arising out of
its own negligence or to removable or remediable causes which it fails to remove or
8.2
8.3
remedy with reasonable dispatch. Nothing contained herein, however, shall be
construed to require a Party to prevent or settle a strike against its will. Damage to the
elearical system of either ICL&P or Avista caused by or arising out ol an electrical
disturbance shall be governed under Section 8.2 and not under the provislons ol this
Section 8.1.
Electric Disturbances
(a) For the purposes of this section, an elestric disturbance is any sudden,
unexpected, changed, or abnormal electric condition occurring in or on an
electric system that causes automatic operation or darnage.
(b) Eact Party shall design, construct, operate, maintain and use its electric system
in conformance with Good Utility Practice:
(i) to minimize electric disturbances such as, but not limited to, the abnormal
flow of power which may damage or interfere with the electric system of
the other Party or any electric system connected with such other Partt's
electric system; and
(ii) to minimize the etfect on its electric system and on its customers of
electric disturbances originating on its own or another electric system.
Release and Limitation of Liabilitv - lf both ICL&P and Avistra are parties to the Western
lnterconnected Systems Agreement Limiting Liability, that agreement shall continue in
full force and effect as between the Parties to the extent that such provisions may apply
under this Agreement. lf either ICL&P or Avista is not a party to the Western
lnterconnected Systems Agreement Limiting Liability, then the following provisions shall
apply:
(a) Release bv Avista - Avista hereby releases each of ICL&P and the directors,
employees, agents and legal representatives of ICL&P lrom any and all claims,
losses, harm, liabilities, damages, costs and expenses to the extent resulting
from any:
(i) operation of !CL&P's electric system in parallel with Avista's electric
system;
(ii) electric disturbance or fluctuation that migrates, directly or indirectly, from
ICL&P's electric system to Avistia's electric system;
(iii) interruption, suspension or reduction of delivery of power from ICL&P's
electric system to Avista's electric system, regardless of whether such
interruption, suspension or reduction is caused or contributed to by
Avista's electric system or the interconnectlon of Avista's electric system
with ICL&P's electric system;or
(iv) disconnection, interruption, suspension or curtailment, through manual
operation, automatic operation or otherwise, by ICL&P in the event that
ICL&P, 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:
(A) may cause imminent harm to any person or property, or
(B) may cause the disruption of reliable operation of ICL&P's or
Avista's electric system (including, but not limited to, any
transmission or distribution line thereof) or any electric system
with which ICL&P is interconnected.
The foregoing release shall not be effective to the extent any claims, losses,
harm, liabilities, darnages, costs, and expenses are the result of the ICL&P's
willful misconduct.
Release bv ICL&P - ICL&P hereby releases each of Avista and the directors,
employees, agents and legal representatives of Avista from any and all claims,
losses, harm, liabilities, damages, oosts and expenses to the extent reoulting
(b)
from any:
(i) operation of Avista's electric system in parallel with ICL&P's electric
system;
(ii) electric disturbance or fluctuation that migrates, directly or indirectly, from
Avista's electric system to ICL&P's electric system;
(iii) interruption, suspension or reduction of delivery of power from Avista's
electric system to ICL&P's electric system, regardless of whether such
interruption, suspension or reduction is caused or contributed to by
ICL&P's electric system or the interconnection of ICL&P's electric system
with Avista's electric system; or
(iv) disconnection, interruption, suspension or curtailment, through manual
operation, automatic operation or otherwise, by Avista in the event that
Avista, 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:
(A) may cause imminent harm to any person or property, or
(B) may cause the disruption of reliable operation of Avista's or
ICL&P's electric system (including, but not limited to, any
transmission or distribution line thereof) or any electric system
with which Avista is interconnected.
The foregoing release shall not be effective to the extent any olaims, losses,
harm, Iiabilities, damages, oosts, and expenses are the result of Avista's willful
misconduct.
Mutual Neootiation - ICL&P and Avista specifically warrant that the terms and conditions
of the foregoing release provisions are the subject of mutual negotiation by the Parties,
8.4
8.5
9.1
and are specifically and expressly agreed to in consideration of the mutual benefits
derived under the terms of this Agreement.
lnsurance
(a) ICL&P and Avista shall obtain and maintain commercial liability insurance with a
single limit of coverage of not less than $5,000,000 for each occurrence. A
certificate of such insurance shall be provided to either Party upon request by the
other Party. Each Party shall promptly notify the other Party of any changes in its
commercial liability insurance policies.
(b) Upon the request by either Party, the minimum coverage limits for commercial
liability insurance shall be reviewed by the Parties and adjusted according to
Good Utility Practice.
Section 9 - Mlscellaneous
Notices - Any notice to be served, given or made in connection with this Agreement,
shall be in writing and shall be deemed properly served, given or made if delivered in
person or sent by United States mail, properly addressed and stamped with the required
postage, as follows:
lf to Avista: Attention: Manager, Transmission Services
Avista Corporation
1411 East Mission Avenue
Spokane, WA 99202-2600-or-
P.O.Box3727
Spokane, WA 99220-3727
lf to ICL&P:Attention: General Manager
ldaho County Light & Power
P. O. Box 300
Grangeville, lD 83530-0300
Either Party may change its address speclfied in this sec'tion by giving the other Party
notice of such change in accordance with this section.
9.2 Notices of an Ooeratino Nature - Any notice associated with day-today electric utili$
operations, such as for outage coordination or the need to enter a jointly-owned
substation, may be provided by telephone, electronic mail or facsimile between
appropriate operations personnel representing both Parties.
9.3 Amendment - No change, modification or amendment of this Agreement shall be valid
unless set foilh in a written lnstrument signed by both Parties.
9.4 Assionment - Neither Party shall assign this Agreement without the prior written consent
of the other Party. Subject to the foregoing restriction on assignment, this Agreement
shall be binding upon, inure to the benefit of and be enforceable by the Parties and their
successive successors and assigns; provided, however, that each Pafi hereby
consents to assignment of this Agreement to a successor where a Party sells or
transfers all or substantially all of its electric utility operating plant to a third party.
9.5 No Third-Partv Beneficiarv - There are no third-party beneficiaries ol ttris Agreement.
This Agreement shall not confer any right or remedy upon any person or entity other
than the Parties and their respective successors and assigns permitted under Section
9.4. 'No ac'tion may be commenced or prosecuted against any Party by any third party
'claiming to be a third-party beneficiary of this Agreement or the transactions
contemplated hereby. This Agreement shall not release or discharge any obligation or
liability of any third party to any party or give any third party any right of subrogation or
action over or against any Party.
9.6 lmplementation - Avlsta shall timely file this Agreement with the Commission. Each
Party shall take such additional action as may be reasonably required for the
implementation and performance of this Agreement in accordance with its terms.
9.7 Arbitration - Whenever Avista and ICL&P are both members of a Regional Transmission
Association, Regional Transmission Organization, or lndependent Transmission
Provider, the determination of any disputed matter between the Parties arising out of or
relating to this Agreement, except an obligation arising out of Section 8.3, shall be
resolved in a manner provided in the dispute resolution procedures contained in the
governing agreement for that organization. The determination ol any other disputed
matter between the Parties afising out of or relating to this Agreement, except an
obligation arising out of Section 8.3, shall be subject to binding arbitration in accordance
with subsections 9.7(a),9.7(b) and 9.7(c) below.
(a) lnitiation and Selection of Arbitrators - The Pafi calling for arbitration shall serve
notice in writing upon the other Party, setting forth in detail the question or
questions to be arbitrated, the relief sought, and the arbitrator appointed by such
Party. The other Party shall, within twenty-five (25) business days after the
receipt of such notice, appoint the second arbitrator by notice in writing to the
Party calling for arbitration, and the two so appointed shall choose and appoint a
third (if the Parties have not agreed upon and appointed a third). lf such other
Party fails to appoint the second arbitrator within said twentyJive (25) business
days, or if a third arbitrator has not been appointed by agreement between the
Parties within twenty-five (25) buslness days after receipt of notice of
appointment of the second arbitrator (or, in the absence of such agreement, by
the two arlcltrators who have been appolnted), either Party, upon five (5)
business days' written notice delivered to the other Party, fiBy apply to the
Federal District Court for the District of ldaho for appointment of the gecond or
third arbitrator, as the case may be. Neither Party may dlscuss any matter to be
arbltrated with any arbltrator after such arbitrator is appointed but prior to the
arbitrators' determination, without providing notice to the other Party and
reasonable opportunity to participate. The Parties intend that every arbitrator be
an unbiased person with experience in the subject matter to be arbitrated.
(b) Procedure - The rules of procedure for the conduct of the arbitration shall be
determined by a majority of the arbitrators. Such rules of procedure shall direct
the expeditious evaluation of the merits of the matter and renderlng of decision
@nsistent with the complexity of the matter being arbitrated. ln any such
arbitration, each Party thereto shall have:
(i) full access to the records of the other Party that pertain to the subject
matter or the controversy;
(ii) the povver to call for testimony of any director, officer, employee, agent, or
representative ol the other Parly having knowledge relevant to the
controversy, and
(iii) all other rights of discovery afforded to Parties in civil actions under the
then applicable Federal Rules of Civil Procedure (or rules or laws
applicable to the Federal District Court for the District of ldaho).
Disputes regarding the extent ol discovery shall be resolved by the arbitrators.
Unless otherwise agreed upon by the Parties, the Parties hereby instruct the
arbitrators that they should render a determination of the matters submitted and
the relief awarded within thirty (30) calendar days of the completion of the
arbitration proceeding. ln determining matters submitted for arbitration, no
arbitrator shall be required to adhere to or advance the position of any particular
Party. The. determination of the matters submitted for arbitration shall be made
by a majority of the arbitrators, and shall be binding as between the Parties. The
determination shall be writing and shal! atfirm or deny each contention of the
Parties and shall set forth the reasons therefore. The determination of the
arbitrators shall be final and binding and shall be enforceable by a court of
competent jurisdiction at the request of either Party.
(c) Costs - Each Party shall pay for the seMces and expenses of the arbitrator
appointed by or for it, and for all of its own costs including its own attorney fees,
and compensation for its witnesses and consultants. The costs for the services
and expenses of the third arbitrator and all administrative costs of the arbitration
shall be paid equally by the Parties.
Section 10 - Default
ln the event that either ICL&P or Avista commits a material breach of or delault under this
Agreement (the "Defaulting Party''), the following shall apply:
(a) The other Party (the 'Non-Defaulting Party") may give written notice to the Defaulting
Party of the material breach or default.
(b) lf after thirty (30) days following receipt of such notice, the Defautting Party has not taken
the steps necessary to cure such breach or default, the Non-Defaulting Party may, at its
option, terminate this Agreement; provided, however, that if the Defaulting Party within
such 30-day period commences and thereafter proceeds with all due diligence to cure
such default, such 3&day period shall be extended up to six (6) months after written
notice to the Defaulting Party, as may be necessary to cure the material breach or
default with atl due diligence. Whether or not the Non-Defaulting Party elects to
terminate this Agreement, it may, in addition to other remedies provided for herein,
pursue such remedies as are available at law or in equity.
(c) The Non-Defaulting Pafi may, at its option, cure (or cause to be cured) any material
breach or default hereunder within the appropriate time period, without waiver of any
remedy at law or in equity including the right of reimbursement. The right of the Non-
Defaulting Party to cure any breach or default by the Defaulting Party shall not be
construed or interpreted as obligating such Non-Defaulting Party to make any such cure.
(d) A Defaulting Party shall be liable to the Party claiming default for all costs, including
costs of collection and reasonable attorney fees incurred by such Party claiming default.
The proceeds paid by any Defaulting Party to remedy any such default shall be
distributed to the Party claiming default equal to the additlonal cost actually paid by the
Party claiming default as a result of the default.
Section 11 - Walver
A waiver at anytime by a Party of its rights with respect to a default by another Party under this
Agreement, or with respect to any other matter arising in connection with this Agreement, shall
not be deemed a waiver with respect to any subsequent default or matter. No delay, short of
the statutory period of limitations, in asserting or enforcing any right hereunder shall be deemed
a waiver of such right.
Sectlon 12 - Relationship of Parties
'12.1 Nothing contalned herein shall be construed to create an association, joint venture, trust,
or partnership, or impose a trust or partnership covenant, obligation, or liability on or with
regard to any one or more of the Parties. Each Party shall be indiMdually responsible for
its own covenants, obligations, and liabilities under this Agreement.
12.2 All rights of the Parties are several, not joint. No Party shall be under the control or shall
be deemed to control another Party. Except as expressly provided in this Agreement, no
Party shall have a right or power to bind another Party without its express written
consent.
Section 13 - No Dedicatlon of Facilities
Any undertaking by one Party to another Party under any provision of this Agreement shall not
constitute the dedication of the electric system or any portion thereof of the undertaking Party to
the public or to the other Party, and it is understood and agreed that any such undertaking
under any provision of this Agreement by a Party shall cease upon the terrnination of such
Party's obligations under this Agreement.
Sectlon 14 - Governinq Law
This Agreement shall be interpreted, construed and enforced in accordance with the laws of the
State of ldaho or the law of the United States of America, whichever is appticable, as if executed
and to be performed wholly within the State of ldaho.
lN WITNESS WHEREOF, the Parties hereto have caused this lnterconnection
Agreement to be executed in their respective names by their duly authorized representatives as
of the date lirst noted above.
AVISTA CORPORATION
By:&Jll o. a,,J
RandallO. Cloward
Director, System Operations and Engineering
Signed ttris /8 rA
day of November, 2005.
IDAHO COUNTY LIGHT & PO\A/ER
N, INC.
By:
G.
General Manager,
signed nisdaay of November, 2005.
EXHIB]T A
POINTS OF DELIVERY
1) Cottonwood Point of llelivery
Location: The point, approximately three miles north of Cottonwood, ldaho, where the
24.9RV distribution facilities of Avista and ICL&P are connec'ted
Voltaqe: 24.9kV
Meterino: At or near the Point of Delivery, in the 24.9 kV circuit over which electric power
and energy flows
2) East Grangevllle Polnt of Dellvery
Location: The point where Avistra's East Grangeville 115 kV Tap of the Grangeville-Nez
Perce No. 2 115 kV Transmission Line is connected to the Bonneville Power
Administration's East Grangeville Substation 115 kV Tap
Vgltaoe: 115 kV
Meterlnq:
NOTE:
ln the Bonneville Power Administration's East Grangeville Substation, in the
distribution circuit(s) over which electric power and energy flows
The lnterconnected facilitles associated with this Point of Delivery are between
Avista and the Bonneville Power Administration, and between ICL&P and the
Bonneville Power Administration. The Parties intend for the terms and
conditions of this Agreement to apply to their respective facilities associated
with this Point of Delivery. The terms and conditions of this Agreement do not
apply to the facilities owned by the Bonneville Power Administration and are
not intended to amend any agreements between either of the Parties and the
Bonneville Power Administration.
3) Kamlah Polnt of Dellvery
Location: The point, approximately 2.2 miles southeast of lGmiah, ldaho, where the 13.2
kV distribution facilities of Avista and ICL&P are connected
]Ie.!!egc: 13.2 kV
Meterino: At or nearthe Point of Delivery, in the 13.2 kV circuit over which electric povver
and energy florys
E*ribit A- Points ol Delivery A-1
4) Koo*la Polnt of Ddlvory
ldjEl: The point ln Avlsta's Koo8lda 13/34.5 kV Sr.Ostatlon rfierc tho 30.5 kV hdll$€s
cf Avieb and ICL&P are oonnected
Volhgg: 34.5 kV
It efierlno: !n AvigEe Ksookla SuMton, h the 13 kV drwlt dths 19134.5 kV
Uanslonner mr whidi obdric pouer ard energy flovs
E 0bit A- Pohb o, Defirnry ,\-2
EXHIBIT B
METER READING AND METER TEST PROCEDURES
B1.Meter Readinqs
Meter readings associated with the delivery of electric power to the Polnt(s) of Delivery
shall be the responsibility of the Party owning such meters. ln the event such meters are
owned by Bonneville pursuant to the Power and Transmission Agreements, ICL&P shall
request that Bonneville provide such meter reading information directly to Avista.
Alternatively, ICL&P shall, upon request by Avista, provide to Avista any such meter
reading information made available to ICL&P by Bonnevllle. Electric power deliveries in
any month shall be calculated on information based on metor readings, with any
necessary date adjustments made by pro-rating metered amounts to the number of days
in such month. ln the event a recording metering deMce is installed, actual monthly
energy deliveries shall be determined from the record developed.
Bl2, Meter Testino
Unless provided by Bonneville pursuant to its agreements with ICL&P, Avista and/or
ICL&P shall own and maintiain all meters used to determine any billing associated with
the delivery of electric power to the Poin(s) of Delivery.
Avista meters shall be tested and inspected in accordance with Avista's meter testing
program ('Avista Program') as filed with the Washington Utilities and Transportation
Commission and/orthe ldaho Public Utilities Commission. lf requested by ICL&P, Avista
shall provide copies of applicable test and calibraUon records and calculations. Avista
shall permit representatives of ICL&P, and/or Bonneville to be present at all times the
meters are being tested. Additionally, Avistia shall test any or all such meters as may
reasonably be requested by IGL&P. Reasonable costs for such requested test shall be
paid by ICL&P unless any of the meters are found to be inaccurate, as defined in the
Avista Program, in which case Avistia shall pay for the test.
ICULP's meters shal! be tested and inspected in accordance with the ICL&P meter
testing program flCL&P Program'). lf requested by Avista, ICL&P shall provide copiesof applicable test and calibration records and calculations. ICL&P shal! permit a
representiative of Avista to be present at all times the meters are being tested.
Additionally, ICL&P shall test any or all such meters as may reasonably be requested by
Avista. Reasonable costs for such requested test shall be paid by Avista unless any of
the meters are found to be inaccurate, as defined in the ICL&P Program, ln which case
ICL&P shall pay for the test.
For meters owned by BonneMlle, Avista and !CL&P consent to the testing and lnspec-tionof such meters in accordance with Bonneville's applicable meter testing program
('Bonneville Program"). lf requested by Avista, ICL&P shall provide copies of applicable
test and calibration records and calculations made available to ICL&P by BonneMlle.
ICL&P shall permit a representative of Avista to be present at alltimes such meters are
being tested. Additionally, ICL&P shall request a test of any or all such meters as may
reasonably be requested by Avista. Reasonable costs for such requested test shall be
paid by Avista unless any ol the meters are found to be inaccurate, as defined in the
Bonneville Program, in which case Avista shall not be required to pay for the test.
Bdtiblt B - lieter Reading and Meter Test Procedures B-1
&1.AdhrstnenE
Adiuetrnents shall be rnade in meter rcadinge and billings for enors ln a metor rcading or
bllllrU dlscovercd uuihln twetue (12) months ol the eror. Eadt Party shall permit
repreeontative of the other Party to inEpeot all of tre recorde, lndrdrg any records
made avalhHe by Bonnevllle to lClSP or Avlsta, relathg to tho dellvery d electrb
poruer to ICL&P, and the transnhdon of elsctfu povuer by Avbta b the Pointe of
Defrrsry.
E filHt B- ir6r Roadhg and lrlebrTod Prpoodurco b2
EXHIBIT C
SUESTATION CONSTRUCTION AI{D OWNERSHIP GUIDELIN ES
FOR SUBSTATIONS OWNED BY AVISTA (Points of Delivery under 69kV):
1. Avista shall be responsible to provide reclosers or other protection apparatus to proFct
Avista's power transformers.
2. Avista shall provide all equipment and materials (including vot'tage regulator by-pess
switches) to construc't a feeder position, except as noted below. This will ensgre
compatibility with spare parts for installed equipment.
3. Voltage regulators shallbe provided by ICUIP, but shallbe lnstalled byAMsA.
Regulators are classified as a failure mode change-out item and as such are not
regularly maintained by Avista. ICL&P shall maintain its regulators at its
discretion.
(a)
4.
5.
6.
7.
(b) ICL&P's regulator settings shallbe calculated and set by ICL&P.
(c) Regulators provided by ICL&P shall be complete with connectors for the
appropriate conductor, as specified by Avista.
lnsulation coordinated surge arresters shall be provided by ICL&P to protect its voltage
regulators or underground cables.
Metering CTs shall be supplied by Avista.
Metering PTs shall be supplied by Avista and may be shared with ICL&P.
ICUIP shall provide the hardware and conductor to connect to the souroe at the Point(s)
of Delivery, including, but not limited to, the following:
(a) Hardware for overhead line pull-offs/getaways (Avista will provide eye bolts pn
distribution strrctures).
(b) Potheads and brackets for underground take-offVgetaways.
Underground conduits and vaults adjacent to a substation shall be provided or approved
by Avista.
8.
Exhibit C - Substatlon Cmstrudion and Ornerchh Guklelinee c1
1
FOR SUBSTATIONS OWNED BY !CL&P (Points of Delivery at 69kV or above):
For the purpose of enabling Avistra to monitor the loads on its transmission sptem in realtime,
ICL&P shall provide either of the following to Avista:
Megawatt and megavar indications for total substration load from ICL&P's supervlsory
control and data acquisition (SCADA) system, if existing, in a format agreed upon by the
Parties,
2.
or
The following:
(a)
(b)
(c)
Metering CTs,
(d)Voltage and cunent lrdlcations from ICL&P's CTs and PTs to the Avista
Equipment, and
(e)Space for any conduit needed by Avista for its oommunications out of the
substation.
Metering PTs,
Space in ICL&P's substation control house for an Avista remote terminal unit or
such other equipment that performs a comparable function fAvista Equipment'),
to be supplied by Avista,
E)fiibit C - Substation Cmstruction and Ornership Guldelines c-2
Exhibit D
Description Of The Facilitv
The John Day Creek Hydropower Facility consists of: (l) a concrete intake structure
placed at natural pool in the John Day Creek at approximate elevation 2,880 feet; (2) an
l8-inch diameter, steel penstock approximately 18,500 feet long from the intake to the
powerhouse; and (3) a powerhouse containing a 1368 BIIP Gilkes Turbine and Siemens-
Allis Induction Generator with a nominal rating of 1,010 kilowatts. When considering the
limitations of the diameter of the penstock, Idaho County Light and Power estimates that
the maximum net power production capacrty of the Facility under ideal conditions is
approximately 900 kilowatts.
Exhibit D
IDAHO COI.JNTY LIGHT & POWER
Exhibit E
Purchase Prices
Avoided Cost Rates for Non-Fueled Projects Smaller Than Ten Average megawatts per
month - Non-Levelized
Year
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
Season I Pricing (108%)
(Applied to July - February)
Light LoadFlat Heavy Load Hour
($/MWttl Hour ($/ItIWh) ($/tvtWnl
63.57 6s.38 59.98
62.9s 64.75 59.3561.31 63.12 57.72
61.16 62.97 57.5762.89 64.70 59.30
65.45 67.25 61.8568.s2 70.32 64.92
71.27 73.07 67.67
73.s3 7s.33 69.93
75.53 77.33 71.9377.78 79.58 74.18
79.96 81.77 76.378r.6s 83.46 78.06
82.95 84.76 79.36
84.63 86.43 81.03
86.21 88.01 82.61
88.08 89.88 84.4889.94 91.74 86.34
92.15 93.9s 88.ss
94.20 96.01 90.61
9s.94 97.74 92.3498.03 99.83 94.43100.31 102.11 96.71
102.51 104.32 98.92
104.81 106.61 l0l.2r
107.14 108.95 103.55
Season 2 Pricing (84%)
(Applied to March - June)
Heavy LoadFlat Hour
($/Iuwtt; ($A,Iwh)
49.44 50.85
48.96 s0.3647.69 49.09
47.57 48.9748.92 50.32
50.90 52.3t
53.29 s4.69
55.43 56.83
s7.t9 58.59
58.75 60.1560.49 61.9062.19 63.60
63.51 64.9164.52 65.92
65.82 67.2367.05 68.45
68.s1 69.9169.95 71.35
7t.67 73.0873.27 74.67
74.62 76.0276.24 77.6578.02 79.42
79.73 81.1481.52 82.92
83.33 84.74
Light Load
Hour ($/TvIWh)
46.65
46.16
44.89
44.77
46.12
48.1I
50.49
52.63
54.39
55.95
57.70
59.40
60.71
61.72
63.03
64.25
6s.71
67.15
68.88
70.47
71.82
73.45
7s.22
76.94
78.72
80.54
Exhibit E
TDAHO COUNTY LIGHT & POWER
Exhibit F
Preliminary Generation Estimates
Month Amounts in kWhs
January 175,000
February 175.000
March 200.000
April 250,000
Mav 300.000
June 200,000
July 175.000
Auzust 150.000
September 125,000
October 150.000
November 200.000
December 200,000
Exhibit F
IDAHO COUNTY LIGHT & POWER