HomeMy WebLinkAboutAK Environmental Power (Delta Wind Farm) - Power Purchase Agreement - 2012 - REF Grantt 2195370PO Box 71249, Fairbanks, AK 99707-1249 • (907) 452-1151 - www.gvca.com
lourTouchscone Energy° Cooperative
STANDARD POWER PURCHASE AGREEMENT
FOR
MEMBER -OWNED SMALL-SCALE RENEWABLE RESOURCES
UNDER THE
EXPERIMENTAL RENEWABLE RESOURCE PURCHASE PROGRAM
PO Box 71249, Fairbanks, AK 99707-1249 • (907) 452-1151 • www.gvea.com
Your Touchstone L neagry' Cooperative(
STANDARD POWER PURCHASE AGREEMENT
FOR
MEMBER -OWNED SMALL-SCALE RENEWABLE RESOURCES
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EXPERIMENTAL RENEWABLE RESOURCE PURCHASE PROGRAM
THIS STANDARD POWER PURCHASE AGREEMENT FOR MEMBER -OWNED
SMALL-SCALE RENEWABLE RESOURCES (Agreement), is being entered into this 3wh day,
of January, 2012, by and between Alaska Environmental Power, LLC ("Seller") and Golden
Valley Electric Association, Inc. ("GVEA") in order to set forth the terms and conditions under
which Seller shall generate and deliver and GVEA will purchase and receive energy from
Seller's member -owned renewable resource generation facility under GVEA's Experimental
Renewable Resource Purchase Program. Seller and GVEA may be referred to individually as
"Party," or collectively as the "Parties." This STANDARD POWER PURCHASE
AGREEMENT FOR MEMBER -OWNED SMALL-SCALE RENEWABLE RESOURCES
supersedes the STANDARD POWER PURCHASE AGREEMENT FOR MEMBER -OWNED
SMALL-SCALE RENEWABLE RESOURCES dated April 15, 2010.
Recitals:
A. Seller is a member -consumer of GVEA and plans to develop a small-scale
renewable resource electric generation facility that does not exceed 2,000 kW in nameplate
capacity.
B. GVEA wishes to promote the development of small-scale renewable resource
electric generation facilities by its member -consumers.
C. GVEA has developed this limited program and will offer it on an experimental
basis, so GVEA can analyze the effects of such development on its utility system.
PAGE 1 OF 16 - STANDARD POWER PURCHASE AGREEMENT FOR MEMBER -OWNED
SMALL-SCALE RENEWABLE RESOURCES UNDER THE EXPERIMENTAL
RENEWABLE RESOURCE PURCHASE PROGRAM
D. Seller intends to construct, own, operate and maintain a renewable resource
facility for the generation of electric power located in District Six (6) of GVEA's certificated
service territory with a Nameplate Capacity Rating of up to 2,000 kilowatts ("kW"), consisting
of two 900 kW EWT wind turbines, a NW 100a 100 kW wind turbine, and seven 1.8 kW Sky
Stream wind turbines. The renewable resource facility is further described in Exhibit A —
Description of Facility (the "Facility").
E. Seller shall sell and GVEA shall purchase the entire Net Output of the Facility,
including all Environmental Attributes associated with the Facility, in accordance with the terms
and conditions of this Agreement.
Therefore, the Parties agree as follows:
SECTION 1
ELIGIBILITY
The terms and conditions set forth in this Agreement are provided by GVEA in order to
promote the development of renewable resource generation facilities by GVEA
member -consumers on an experimental basis. Unless otherwise expressly agreed to in writing
by GVEA, Seller must, at all times, be a member -consumer of GVEA and own and operate an
Approved Renewable Resource Electric Generation Facility with a nameplate capacity that does
not exceed two thousand kilowatts (2,000 kW) to be eligible to sell energy to GVEA pursuant to
the terms and conditions of this Agreement.
SECTION 2
DEFINITIONS
When used in this Agreement, the following terms shall have the following meanings:
2.1 "As -built Supplement" means the supplement to Exhibit A — Description of
Facility provided by Seller in accordance with Section 5.2, describing the Facility as actually
built.
2.2 "Approved Renewable Resource Electric Generation Facility" means an
electric generation facility using water, biomass, geothermal, wind, or solar resources to generate
power that has satisfied the terms and conditions of this Agreement. Electric generation facilities
using other renewable resources may be evaluated by GVEA for inclusion in the experimental
program on a case -by -case basis.
2.3 "Billing Period" means the interval between GVEA's scheduled Facility power
purchase billing meter readings in the normal course of GVEA's business. Such intervals are
approximately thirty (30) days long, but typically vary and may not coincide with calendar
months.
2.4 "Commercial Operation Date" means the date that the Facility is deemed by
GVEA to be properly interconnected to GVEA's utility system, fully operational, and ready to
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SMALL-SCALE RENEWABLE RESOURCES UNDER THE EXPERIMENTAL
RENEWABLE RESOURCE PURCHASE PROGRAM 366980/I/WHP/052273-0180
Provide reasonably reliable energy which shall require, among other things, that all of the
following have occurred:
2.4.1 Seller has provided GVEA with a certification from a Licensed
Professional Engineer (LPE), in a form reasonably acceptable to GVEA, stating
that the Facility is capable of reliably generating electric power in the amounts set
forth in this Agreement and in accordance with all other terms and conditions of
this Agreement; and
2.4.2 Start-up Testing of the Facility has been successfully performed as
required by the terms of this Agreement; and
2.4.3 Seller has provided GVEA with a certification from an LPE, in a
form reasonably acceptable to GVEA, stating that: (i) all required interconnection
facilities have been constructed; (ii) all required interconnection tests have been
successfully completed; and (iii) the Facility is physically interconnected with
GVEA's electric. system in accordance with the requirements of GVEA's
Generation Interconnection Requirements; and
2.4.4 Seller has provided GVEA with a certification representing and
warranting that Seller has obtained all Required Facility Documents and, if
requested by GVEA in writing, has provided GVEA copies of any requested
Required Facility Documents.
2.5 "Commission" means the Regulatory Commission of Alaska.
2.6 "Contract Price" means the price option selected by Seller in Section 6, Contract
Price.
2.7 "Contract Year" means the twelve (12) month period commencing at
00:00 hours on January 1 and ending at 24:00 hours on December 31; provided, however, that
the first Contract Year shall commence on the Commercial Operation Date and end on the next
succeeding December 31; and the last Contract Year shall end on the Termination Date.
2.8 "Effective Date" is the date this Agreement is executed by the authorized
representatives of both Parties.
2.9 "Environmental Attributes" means any and all current or future credits,
benefits, emissions reductions, environmental air quality credits, emissions reduction credits,
offsets and allowances, howsoever titled, resulting from the avoidance or mitigation of the
emission of any particulate, gas, chemical or other substance attributable to the Facility's
operation and maintenance during the Term, or otherwise attributable to the generation,
purchase, sale or use of energy from or by the Facility during the Term. This shall include,
without limitation, Green Tags; Green Certificates; Renewable Energy Credits; Tradable
Renewable Certificates (as those terms are commonly used in the region); and any credit, right,
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SMALL-SCALE RENEWABLE RESOURCES UNDER THE EXPERIMENTAL
RENEWABLE RESOURCE PURCHASE PROGRAM 366980/1AV"P/052273-0180
tag, or certificate arising out of 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 (the "UNFCCC") or the Kyoto Protocol to the
UNFCCC or crediting "early action" emissions reduction, or laws or regulations involving or
administered by the Clean Air Markets Division of the Environmental Protection Agency or
successor administrator, or any State or federal entity given jurisdiction over a program
involving transferability of Environmental Attributes, and any rights whatsoever to such
Environmental Attributes.
2.10 "Experimental Renewable Resource Purchase Program" means the program
established by GVEA, on an experimental basis, to purchase power from member -consumers
that own and operate renewable resource generation facilities at a Nameplate Capacity Rating
greater than that allowable under its Sustainable Natural Alternative Power ("SNAP") program
but under a Nameplate Capacity Rating which does not exceed 2,000 W. This program has
been established in order to provide GVEA with data regarding the effect of such generation on
its utility system.
2.11 "Facility" means the Approved Renewable Resource Electric Generation Facility
as more specifically described in Exhibit A — Description of Facility.
2.12 "Force Majeure" has the meaning set forth in Section 13, Force Majeure.
2.13 "Generation Interconnection Agreement" means the generation interconnection
agreement separately executed between Seller and GVEA, providing for the construction,
operation, and maintenance of the GVEA interconnection facilities required to accommodate
deliveries of Seller's Net Output. A copy of the Generation Interconnection Agreement is
attached as Exhibit B — Generation interconnection Agreement.
2.14 "Licensed Professional Engineer" or "LPE" means a person who is a licensed
engineer in the state of Alaska. Such Licensed Professional Engineer shall be licensed in an
appropriate engineering discipline for the required certification being made and be acceptable to
GVEA in its reasonable judgment. Certifications by an LPE can be provided by one or more
LPEs, at the discretion of the Seller.
2.15 "Maximum Net Output" is 17,520,000 kWh of Net Output, which Seller shall
deliver from the Facility to GVEA at the Point of Delivery during each Contract Year or pro rata
for Contract Years less than twelve (12) months.
2.16 "Nameplate Capacity Rating" means the maximum capacity of the Facility as
stated by the manufacturer, expressed in kW, which shall not exceed 2,000 kW.
2.17 "Net Dependable Capacity" means the maximum energy generating capacity
that the Facility can realistically sustain over a specified period with due consideration to
seasonal limitations and operational variability such as the availability of feedstock for fuel or a
PAGE 4 OF 16 - STANDARD POWER PURCHASE AGREEMENT FOR MEMBER -OWNED
SMALL-SCALE RENEWABLE RESOURCES UNDER THE EXPERIMENTAL
RENEWABLE RESOURCE PURCHASE PROGRAM 366980111WHPI052273-0180
sufficient wind resource in the case of a wind -turbine generator, reduced by the capacity required
for station service and other parasitic loads.
2.18 "Net Output" means the energy, expressed in kWh, produced by the Facility over
a specified period, less that amount of energy used for station service and other parasitic loads or
on -site uses and less transformer and transmission losses. Net Output does not include any
environmental attributes. For purposes of this Agreement, station service does not include
residences, businesses or other non -generation facility uses.
2.14 "Point of Delivery" means the high side of the generation step-up transformer(s)
located at the point of interconnection between the Facility and GVEA's distribution or
transmission system, as specified in the Generation Interconnection Agreement.
2.20 "Prudent Electrical Practices" means those practices, methods, standards and
acts engaged in or approved by a significant portion of the electric power industry in the state of
Alaska and that are in compliance with the regulations for electrical safety and reliability in that
state. Prudent Electrical Practices are those that at the relevant time period, in the exercise of
reasonable judgment and in light of the facts known or that should reasonably have been known
at the time a decision was made, would have been expected to accomplish the desired result in a
manner consistent with good business practices, reliability, economy, safety and expedition, and
which practices, methods, standards and acts reflect due regard for operation and maintenance
standards recommended by applicable equipment suppliers and manufacturers, operational
limits, and all applicable laws and regulations. Prudent Electrical Practices are not intended to
be limited to the optimum practice, method, standard or act to the exclusion of all others, but
rather to those practices, methods and acts generally acceptable or approved by a significant
portion of the electric power generation industry in the relevant region, during the relevant
period, as described in the immediately preceding sentence.
2.21 "Required Facility Documents" means all licenses, permits, authorizations, and
agreements necessary for construction, operation, interconnection, and maintenance of the
Facility, including, without limitation, those set forth in Exhibit C — Required Facility
Documents.
2.22 "Start-up Testing" means the completion of applicable required manufacturer
and performance or safety tests as certified in writing by a LPE in a form satisfactory to GVEA.
2.23 "Term" shall mean the period beginning on the Effective Date and ending on the
Termination Date.
2.24 "Termination Date" shall be the date designated in Section 3.1, or on the date the
Agreement is terminated in accordance with Section 11 or Section 12.2, whichever is earlier.
2.25 "Test Period" shall mean a period of thirty (30) consecutive days without a
forced outage, or a commercially reasonable period determined by the Parties. With respect to
wind -powered generation, a period of low, or no wind does not qualify as a forced outage.
PAGE 5 OF 16 - STANDARD POWER PURCHASE AGREEMENT FOR MEMBER -OWNED
SMALL-SCALE RENEWABLE RESOURCES UNDER THE EXPERIMENTAL
RENEWABLE RESOURCE PURCHASE PROGRAM 366980/1/WHP/052273-0180
SECTION 3
TERM; COMMERCIAL OPERATION DATE
3.1 The term of this Agreement shall commence on the Effective Date and shall end
on January 30, 2032 [date to be chosen by Seller, but no more than twenty (20) years from the
Commercial Operations Date], unless terminated sooner.
Seller.
3.2 Seller's ability to meet the following requirements shall be material obligations of
3.2.1 On or before September 30th, 2012 [date to be determined by the
Seller and must be reasonably acceptable to GVEA], Seller shall begin initial
deliveries of Net Output; and
3.2.2 On or before September 20th, 2012 [date to be determined by the
Seller and must be reasonably acceptable to GVEA], Seller shall have completed
all requirements provided in Section 2.4, Commercial Operation Date, and shall
have established the Commercial Operation Date, which Seller shall certify in a
writing executed by an authorized representative of Seller and acknowledged in
the same manner by GVEA.
SECTION 4
REPRESENTATIONS AND WARRANTIES
4.1 Seller represents and warrants as follows:
4.1.1 Seller is a member -consumer of GVEA.
4.1.2 Seller has the requisite power and authority to enter into this
Agreement and to perform according to the terms hereof, including obtaining all
required regulatory approvals to make sales from the Facility.
4.1.3 Seller has taken all actions required to authorize the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby.
4.1.4 Seller has an Approved Renewable Resource Electric Generation
Facility.
4.1.5 Seller will design and operate the Facility consistent with Prudent
Electrical Practices.
4.1.6 Seller has obtained all Required Facility Documents,
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SMALL-SCALE RENEWABLE RESOURCES UNDER THE EXPERIMENTAL
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4.1.7 Seller will deliver all the Net Output from the Facility to GVEA at
the Point of Delivery, but such deliveries shall not exceed the Maximum Net
Output.
4.1.8 Seller has an effective Generation Interconnection Agreement with
GVEA for a term of not less than the term of this Agreement.
4.2 GVEA represents and warrants as follows:
4.2.1 GVEA is duly organized and validly existing under the laws of the
state of Alaska.
4.2.2 GVEA has the requisite power and authority to enter into this
Agreement and to perform according to the terms hereof, including all required
regulatory authority to make purchases from the Facility.
4.2.3 GVEA has taken all actions required to authorize the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby.
4.3 If, at any time during this Agreement, any Party obtains actual knowledge of any
event or information which would have caused any of the representations and warranties in this
Section 4 to have been materially untrue or misleading when made, whether the event occurred
or information was acquired before or after the Effective Date, such Party shall provide the other
Party with written notice of the event or information, the representations and warranties affected,
and the action, if any, which such Party intends to take to make the representations and
warranties true and correct. The notice required pursuant to this Section 4 shall be given as soon
as practicable after the occurrence of each such event.
SECTION 5
DELIVERY OF POWER
5.1 Commencing on the Commercial Operation Date and continuing through the
Term of this Agreement, Seller shall sell and GVEA shall purchase the entire Net Output
delivered from the Facility at the Point of Delivery.
5.2 Upon completion of construction of the Facility, Seller shall provide GVEA an
As -built Supplement to specify the Facility as actually built. Seller shall not increase the
Nameplate Capacity Rating above that specified in Exhibit A — Description of Facility, or
increase the ability of the Facility to deliver Net Output in quantities in excess of the Net
Dependable Capacity, or the Maximum Net Output as described in Section 4 above, through any
means, including, but not limited to, replacement, modification, or addition of existing
equipment, except with prior approval by GVEA. In the event Seller increases the Nameplate
Capacity Rating of the Facility pursuant to this section, GVEA shall pay the Contract Price for
the additional delivered Net Output; provided, however, that for the purposes of this Agreement,
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SMALL-SCALE RENEWABLE RESOURCES UNDER THE EXPERIMENTAL
RENEWABLE RESOURCE PURCHASE PROGRAM 366980/1/WHP/052273-0180
the Nameplate Capacity Rating shall not be increased above 2,000 kW and GVEA shall have no
obligation to pay for additional delivered Net Output resulting from such an increase. If Seller
increases the ability of the Facility to deliver Net Output without prior approval by GVEA,
GVEA may, in its sole discretion, terminate this Agreement.
5.3 Unless otherwise agreed to in writing by GVEA, all costs associated with the
modifications to GVEA's interconnection facilities or electric system occasioned by or related to
the interconnection of the Facility with GVEA's system, or any increase in generating capability
of the Facility, or any increase of delivery of Net Dependable Capacity from the Facility, are the
responsibility of the Seller.
5.4 Any and all Environmental Attributes produced with respect to the Facility shall
be the property of GVEA, and Seller shall not represent that such Environmental Attributes
belong to Seller; provided, however, that any applicable production tax credits shall be the
property of Seller.
SECTION 6
CONTRACT PRICE
6.1 GVEA shall pay Seller the contract price option of either Section 6.1.1 or
Section 6.1.2 selected below, pursuant to this Section 6. Seller shall indicate which price option
it chooses by causing its authorized representative to place their initials indicating Seller's
pricing option choice below.
6.1.1 NIA Fixed Price of NIA per kWh (for the
term of the Agreement); or
6.1.2C GVEA's avoided cost price (adjusted
quarterly).
Except as provided in this Agreement, Seller's selection is for the Term and shall not be changed
during the Term.
6.2 Each Party agrees that, if it seeks to amend any applicable avoided cost pricing
methodology or wholesale power sales tariff during the Term of the Agreement, such change or
amendment will not in any way affect this Agreement without the prior written consent of the
other Party. Each Party further agrees that it will not assert a claim or cause of action, or defend
itself, on the basis that any applicable tariff is inconsistent with this Agreement.
SECTION 7
OPERATION AND CONTROL
7.1 Seller shall operate and maintain the Facility in a reliable and safe manner in
accordance with the Generation Interconnection Agreement and Prudent Electrical Practices.
GVEA shall have no obligation to purchase Net Output from the Facility to the extent the
interconnection of the Facility to GVEA's electric system is disconnected, suspended or
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SMALL-SCALE RENEWABLE RESOURCES UNDER THE EXPERIMENTAL
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interrupted, in whole or in part, pursuant to the Generation Interconnection Agreement, or to the
extent generation curtailment is required as a result of Seller's noncompliance with the
Generation Interconnection Agreement. Such curtailments shall not be consider a
Force Majeure event. Upon reasonable notice to Seller, GVEA shall have the right to inspect the
Facility to confirm that Seller is operating the Facility in accordance with this Agreement. Seller
is solely responsible for the operation and maintenance of the Facility. GVEA shall not, by
reason of its decision to inspect or not to inspect the Facility, or by any action or inaction taken
with respect to any such inspection, assume or be held responsible for any liability or occurrence
arising from the operation and maintenance by Seller of the Facility.
7.2 Seller agrees to provide fourteen (14) days advance written notice of any
scheduled maintenance that would require shut -down of the Facility for any extended period of
time.
7.3 If the Facility ceases operation for unscheduled maintenance or as the result of a
forced outage or curtailment exceeding fifty percent (50%) of Net Dependable Capacity (other
than curtailments due to lack of motive force, i.e., no wind resource), Seller immediately shall
notify GVEA of such unscheduled outage, the time when any remedial work has occurred or will
Occur, and the anticipated duration of the outage. Seller shall take all reasonable measures and
exercise commercially reasonable efforts to avoid unscheduled maintenance and forced outages,
and to limit the duration of such unscheduled maintenance and outages.
SECTION S
METERING
8.1 GVEA shall design, furnish, install, own, inspect, test, maintain and replace all
metering equipment at SeIler's cost and as required pursuant to the Generation Interconnection
Agreement.
8.2 Metering shall be performed at the location and in a manner consistent with this
Agreement and as specified in the Generation Interconnection Agreement. All Net Output
purchased hereunder shall be adjusted to account for electrical losses, if any, between the point
of metering and the Point of Delivery, so that the purchased amount reflects the net amount of
energy flowing into GVEA's system at the Point of Delivery.
8.3 GVEA shall periodically inspect, test, repair and replace the metering equipment
as provided in the Generation Interconnection Agreement. If any of the inspections or tests
discloses an error exceeding two percent (2%) of the actual energy delivery, either fast or slow,
proper correction, based upon the inaccuracy found, shall be made of previous readings for the
actual period during which the metering equipment rendered inaccurate measurements, if that
period can be ascertained. If the actual period cannot be ascertained, the correction shall be
made to the measurements taken during the time the metering equipment was in service since
last tested, but not exceeding three (3) months, in the amount the metering equipment shall have
been shown to be in error by such test. Any correction in billings or payments resulting from a
correction in the meter records shall be made in the next monthly billing or payment rendered.
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SMALL-SCALE RENEWABLE RESOURCES UNDER THE EXPERIMENTAL
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Such correction, when made, shall constitute full adjustment of any claim between Seller and
GVEA arising out of the inaccuracy of metering equipment.
8.4 To the extent not otherwise provided in the Generation Interconnection
Agreement, all of GVEA's costs relating to all metering equipment installed to accommodate
Seller's Facility shall be borne by Seller.
SECTION 9
BILLINGS, COMPUTATIONS AND PAYMENTS
9.1 On or before the thirtieth (30th) day following the end of each Billing Period,
GVEA shall send to Seller payment for Seller's deliveries of Net Output to GVEA, together with
computations supporting such payment. GVEA may offset any such payment to reflect amounts
owing from Seller to GVEA pursuant to this Agreement, the Generation Interconnection
Agreement, and any other agreement between the Parties.
9.2 GVEA shall have up to eighteen (18) months to adjust any payment made
pursuant to Section 9.1. In the event GVEA determines it has overpaid Seller for any reason,
GVEA may adjust Seller's future payments accordingly in order to recapture any overpayments
in a commercially reasonable time.
9.3 Any amounts owing after the due date thereof shall bear interest at a rate equal to
GVEA's cost of capital plus one percent (1%) from the date due until paid; provided, however,
that the interest rate shall at no time exceed the maximum rate allowed by applicable law.
SECTION 10
DEFAULT, REMEDIES AND TERMINATION
10.1 The following events shall constitute defaults under this Agreement:
10.1.1 Breach by Seller or GVEA of a material term, including, without
limitation, a breach of any representation or warranty set forth in this Agreement.
10.1.2 Seller's loss of eligibility required under Section 1.
10.1.3 Seller's inability to meet requirements of Section 3.2
10.1.4 Failure of GVEA to make any required payment pursuant to
Section 9.1, unless disputed in good faith.
10.2 In the event of a default hereunder, the non -defaulting Party may immediately
terminate this Agreement at its sole discretion by delivering written notice to the other Party, and
may pursue any and all legal or equitable remedies provided by law or pursuant to this
Agreement. Such termination shall be effective upon the date of delivery of notice, as provided
in Section 21. The rights provided in this Section 10 are cumulative such that the exercise of one
or more rights shall not constitute a waiver of any other rights.
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10.3 If this Agreement is terminated pursuant to this Section 10, GVEA shall make all
payments, within thirty (30) days, pursuant to the terms of this Agreement, that are owed to
Seller as of the time of receipt of notice of default. GVEA shall not be required to pay Seller for
any Net Output delivered by Seller after such notice of default.
10.4 Sections 10, 11, and 20 shall survive termination of this Agreement.
SECTION 11
INDEMNIFICATION AND LIABILITY
11.1 Seller agrees to defend, indemnify and hold harmless GVEA, its directors,
officers, agents, and representatives against and from any and all loss, claims, actions or suits,
including costs and attorney's fees, both at trial and on appeal, resulting from, or arising out of or
in any way connected with Seller's delivery of electric power to GVEA or with the Facility or
any appurtenant facilities at, or prior to, the Point of Delivery, or otherwise arising out of this
Agreement, including, without Iimitation, any loss, claim, action or suit, for or on account of
injury, bodily or otherwise, to, or death of, persons, or for damage to, or destruction or economic
loss of property belonging to GVEA, Seiler or others, except to the extent such loss, claim,
action or suit may be caused by the negligence of GVEA, its directors, officers, employees,
agents or representatives.
11.2 GVEA agrees to defend, indemnify and hold harmless Seller, its directors,
officers, agents, and representatives against and from any and all loss, claims, actions or suits,
including costs and attorney's fees, both at trial and on appeal, resulting from, or arising out of or
in any way connected with GVEA's receipt of electric power from Seller or with the facilities
after the Point of Delivery, or otherwise arising out of this Agreement, including, without
limitation, any loss, claim, action or suit, for or on account of injury, bodily or otherwise, to, or
death of, persons, or for damage to, or destruction or economic loss of property belonging to
GVEA, Seller or others, except to the extent such loss, claim, action or suit may be caused by the
negligence of Seller, its directors, officers, employees, agents or representatives.
11.3 Nothing in this Agreement shall be construed to create any duty to, any standard
of care with reference to, or any liability to any person not a Party to this Agreement. No
undertaking by one Party to the other Party under any provision of this Agreement shall
constitute the dedication of that Party's system or any portion thereof to the other Party or to the
public, nor affect the status of GVEA as an independent public utility corporation or Seller as an
independent individual or entity.
11.4 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER ARISING FROM CONTRACT,
TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE.
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SECTION 12
INSURANCE
12.1 Prior to the connection of the Facility to GVEA's electric system, provided such
Facility has a design capacity of 200 kW or more, Seller shall secure and continuously carry for
the term hereof, with an insurance company or companies rated at least "A" by the A. M. Best
Company, insurance policies for bodily injury and property damage liability. Such insurance
shall be on an occurrence basis and include provisions or endorsements naming GVEA, its
directors, officers and employees as additional insureds; contain provisions that such insurance is
primary insurance with respect to the interest of GVEA, and that any insurance maintained by
GVEA is excess and not contributory insurance with the insurance required hereunder; include a
cross -liability or severability of insurance interest clause; and have provisions that such policies
shall not be canceled or their limits of liability reduced without thirty (30) days prior written
notice to GVEA. Initial limits of liability for all requirements under this Section 12 shall be Two
Million Dollars ($2,000,000) single limit, which limits may be required to be increased or
decreased by GVEA as GVEA determines in its reasonable judgment that economic conditions
or claims experience may warrant.
12.2 Prior to the connection of the Facility to GVEA's electric system and at all other
times such insurance policies are renewed or changed, Seller shall provide GVEA with a copy of
each insurance policy required under this Section 12, certified as a true copy by an authorized
representative of the issuing insurance company or, at the discretion of GVEA, in lieu thereof, a
certificate in a form satisfactory to GVEA certifying the issuance of such insurance. If Seller
fails to provide GVEA with copies of such currently effective insurance policies or certificates of
insurance, GVEA, at its sole discretion and without limitation of other remedies, may, upon
ten (10) days advance written notice by certified or registered mail to Seller, either withhold
payments due Seller until GVEA has received such documents, or purchase the required
insurance and offset the cost of obtaining such insurance from subsequent power purchase
payments under this Agreement.
12.3 Insurance coverage shall be maintained by Seller for a minimum period of five (5)
years after the completion of this Agreement and for such other length of time necessary to cover
liabilities arising out of the activities under this Agreement, unless otherwise agreed. Two (2)
years after completion of this agreement the Seller may request a review of the need to maintain
the coverage.
SECTION 13
FORCE MAJEURE
13.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeure"
means any cause beyond the reasonable control of the Seller or of GVEA which, despite the
exercise of commercially reasonable diligence, such Party is unable to prevent or overcome. By
way of example, Force Majeure may include, but is not limited to, acts of God, fire, flood,
storms, wars, utility system outages and disturbances, hostilities, civil strife, strikes or other labor
disturbances by other than the employees of the Party claiming Force Majeure, earthquakes,
PAGE 12 OF 16 - STANDARD POWER PURCHASE AGREEMENT FOR MEMBER -OWNED
SMALL-SCALE RENEWABLE RESOURCES UNDER THE EXPERIMENTAL
RENEWABLE RESOURCE PURCHASE PROGRAM 366980/1/WHP/052273-0180
fires, lightning, epidemics, sabotage, restraint by court order or other delay or failure in the
performance of an obligation as a result of any action or inaction on behalf of a public authority
which by the exercise of reasonable foresight such Party could not reasonably have been
expected to avoid and which by the exercise of commercially reasonable due diligence, it shall
be unable to overcome. Force Majeure, however, specifically excludes the cost or availability of
resources to operate the Facility, changes in market conditions that affect the price of energy or
transmission, wind or water droughts, and obligations for the payment of money when due.
13.2 If either Party is rendered unable to perform its obligations, either wholly or in
part, under this Agreement because of an event of Force Majeure, that Party shall be excused
from whatever performance is affected by the event of Force Majeure to the extent and for the
duration of the Force Majeure, after which such Party shall re -commence performance of such
obligation, provided that:
13.2.1 the non -performing Party, shall, promptly, but in any case within
one {1) week after the occurrence of the Force Majeure event, give the other
Party written notice describing the particulars of the occurrence; and
13.2.2 the suspension of performance shall be of no greater scope and of
no longer duration than is required by the Force Majeure event; and
13.2.3 the non -performing Party uses every commercially reasonable
effort to remedy its inability to perform its obligations under this Agreement.
13.3 No obligations of either Party which arose before the Force Majeure event
causing the suspension of performance shall be excused as a result of the Force Majeure event.
13.4 Neither Party shall be required to settle any strike, walkout, lockout or other labor
dispute on terms which, in the sole commercially reasonable judgment of the Party involved in
the dispute, are contrary to the Party's best interests.
13.5 GVEA may terminate the Agreement if Seller fails to remedy Seller's inability to
perform, due to an event of Force Majeure, within six (6) months after the occurrence of the
event.
SECTION 14
SEVERAL OBLIGATIONS
Nothing contained in this Agreement shall ever be construed to create an association,
trust, partnership or joint venture, or to impose a trust or partnership duty, obligation or liability
between the Parties. If Seller includes two (2) or more parties, each such party shall be jointly
and severally liable for Seller's obligations under this Agreement.
PAGE 13 OF 16 - STANDARD POWER PURCHASE AGREEMENT FOR MEMBER -OWNED
SMALL-SCALE RENEWABLE RESOURCES UNDER THE EXPERIMENTAL
RENEWABLE RESOURCE PURCHASE PROGRAM 366990/l/WHP/052273-0180
SECTION 15
CHOICE OF LAW
This Agreement shall be interpreted and enforced in accordance with the laws of the state
of Alaska, excluding any choice of law rules. which may direct the application of the laws of
another jurisdiction.
SECTION 16
PARTIAL INVALIDITY
It is not the intention of the Parties to violate any laws governing the subject matter of
this Agreement. If any of the terms of the Agreement are finally held or determined to be
invalid, illegal or void as being contrary to any applicable law or public policy, all other terms of
the Agreement shall remain in effect. If any terms are finally held or determined to be invalid,
illegal or void, the Parties shall enter into negotiations concerning the terms affected by such
decision for the purpose of achieving conformity with requirements of any applicable law and
the intent of the Parties to this Agreement.
SECTION 17
WAIVER
Any waiver at any time by either Party of its rights with respect to a default under this
Agreement or with respect to any other matters arising in connection with this Agreement must
be in writing and executed by the authorized representative of the Party granting the waiver, and
such waiver shall not be deemed a waiver with respect to any subsequent default or other matter.
SECTION 18
GOVERNMENTAL JURISDICTION AND AUTHORIZATIONS
This Agreement is subject to the jurisdiction of those governmental agencies having
control over either Party or this Agreement. Seller shall, at all times, maintain in effect all local,
state and federal licenses, permits and other approvals as then may be required by law for the
construction, operation, and maintenance of the Facility, and shall provide, upon request, copies
of the same to GVEA.
SECTION 19
SUCCESSORS AND ASSIGNS
This Agreement and all of the terms hereof shall be binding upon and inure to the benefit
of the respective successors and assigns of the Parties. No assignment hereof by either Party
shall become effective without the written consent of the other Party being first obtained, which
shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this
Agreement without the other Party's consent as part of (a) a sale of all or substantially all of the
assigning Party's assets, or (b) a merger, consolidation or other reorganization of the assigning
Party so long as the requirements regarding eligibility and Facility operation set forth in this
PAGE 14 OF 16 - STANDARD POWER PURCHASE AGREEMENT FOR MEMBER -OWNED
SMALL-SCALE RENEWABLE RESOURCES UNDER THE EXPERIMENTAL
RENEWABLE RESOURCE PURCHASE PROGRAM 366980/1/WHP/052273-0180
Agreement are satisfied. This Agreement shall not impart any rights enforceable by any third
party (other than a successor or permitted assignee bound to this Agreement).
SECTION 20
ENTIRE AGREEMENT
20.1 This Agreement supersedes all prior agreements, proposals, representations,
negotiations, discussions or letters, whether oral or in writing, regarding GVEA's purchase of
Net Output from the Facility. No modification of this Agreement shall be effective unless it is in
writing and signed by both Parties.
20.2 By executing this Agreement, Seller agrees to release, defend, and hold GVEA
harmless from any claims related to the Facility, known or unknown, which may have arisen
prior to the Effective Date.
SECTION 21
NOTICES
All notices, except as otherwise provided in this Agreement, shall be in writing, shall be
directed as follows, and shall be considered delivered if delivered in person or when deposited in
the U.S. Mail, postage prepaid by certified or registered mail and return receipt requested:
To Seller: Michael A. Craft
1160 Pickering Drive
Fairbanks, Alaska 99709
with a copy to: Richard Clymer
3411 Airport Way
Fairbanks, Alaska 99709
To GVEA: Brian L. Newton, President and CEO
Golden Valley Electric Association, Inc.
758 Illinois Street
PO Box 71249
Fairbanks, AK 99707-1249
with a copy to: Henri F. Dale, Manager/Dispatch
Golden Valley Electric Association, Inc.
758 Illinois Street
PO Box 71249
Fairbanks, AK 99707-1249
21.1 The Parties may change the person to whom such notices are addressed, or their
addresses, by providing written notices thereof in accordance with this Section 21.
PAGE 15 OF 16 - STANDARD POWER PURCHASE AGREEMENT FOR MEMBER -OWNED
SMALL-SCALE RENEWABLE RESOURCES UNDER THE EXPERIMENTAL
RENEWABLE RESOURCE PURCHASE PROGRAM 366980/11WHP/052273-0180
SECTION 22
RELATIONSHIP OF PARTIES
The Parties shall not be deemed in a relationship of partners or joint venture by virtue of
this Agreement, nor shall either Party be an agent, representative, trustee or fiduciary of the
other. Neither Party shall have any authority to bind the other to any agreement. This
Agreement is intended to secure and provide for services of each Party as an independent
contractor.
SECTION 23
ADDITIONAL OBLIGATIONS OF SELLER
Seller is and will remain a "forward contract merchant" within the meaning of the United
States Bankruptcy Code. Seller has not sold and will not sell to a third party any benefit
associated with the Environmental Attributes, including, but not limited to, emissions. Seller
shall not use the Environmental Attributes that are used to fulfill the requirements of this
Agreement to meet any federal, state, or local renewable energy requirement, renewable
portfolio standard, or other renewable energy mandate.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in their respective names as of the Effective Date.
Seller:
Alaska Environmental Power, LLC
By:
Michael aft
Managing Partner
GVEA:
Golden Valley Electric Association, Inc
B y:
Brian L. Newton
President and CEO
PAGE 16 OF 167 - STANDARD POWER PURCHASE AGREEMENT FOR MEMBER -OWNED
SMALL-SCALE RENEWABLE RESOURCES UNDER THE EXPERIMENTAL
RENEWABLE RESOURCE PURCHASE PROGRAM 36698011/WHP/052273-0180
EXHIBIT A
TO
STANDARD POWER PURCHASE AGREEMENT
FOR
MEMBER -OWNED SMALL-SCALE RENEWABLE RESOURCES
UNDER THE
EXPERIMENTAL RENEWABLE RESOURCE PURCHASE PROGRAM
DESCRIPTION OF FACILITY
A. Location of Facility - Mile 1418 Alaska Highway
B. Interconnect Point on GVEA System - JCS R2 Scott #1365
C. Capacity Rating of Facility —1.9 MW
D. Net Dependable Capacity of Facility — 0 MW
E. Estimated Average Annual Net Output to be Delivered by the Facility to GVEA —
30 %
F. Type of Equipment — One Northern Power 100 kW and two EWT 900 kW wind
turbines
G. If Wind Generation, the characteristics of the wind resource and other data
prescribed by GVEA — Class 2 at 250 watts per square meter
ExH1Brr A
366980111WHP1052273-0180
EXHIBIT B
TO
STANDARD POWER PURCHASE AGREEMENT
FOR
MEMBER -OWNED SMALL-SCALE RENEWABLE RESOURCES
UNDER THE
EXPERIMENTAL RENEWABLE RESOURCE PURCHASE PROGRAM
GENERATION INTERCONNECTION AGREEMENT
BETWEEN
GOLDEN VALLEY ELECTRIC ASSOCIATION, INC. (GVEA)
:►1
ALASKA ENVIRONMENTAL POWER, LLC (SELLER)
f Attachedl
EXHIBIT B
366980/ 1/WHP/052273-0180
�K
d5
i
L
GVEA Interconnection Agreement
with
Alaska Environmental Power, LLC
An Agreement Describing, Procedures and
Responsibilities for the Operation, Metering,
Monitoring, and Protective Relaying of
a Non -Utility Power Producer Installation
Revised April2009
Fairbanks • P O Box 71249, Fairbanks AK 99707 a 452-1151
Delta Junction • P O Box 909, Delta Junction AK 99737 • 895-4500
Nenana • P O Box 00130, Nenana AK 99760 • 832-5481
1-800-770-GVEA (4832) • www.gvea.com
Low fo. IAFD
Interconnection Agreement for Operation, Metering end Protective
Relaying for Non -Utility Power Producers and Co-Generalors
Table of Contents
1.0 Scope and Limitations of Agreement.................................................................................... 2
2.0 General Requirements............................................................................................................... 3
3.0 Specific Requirements...............................................................................................................5
4.0 Right of Access............................................................................................................................ 6
5.0 Maintenance of. Interconnection Facilities............................................................................ 6
APPENDIX A — Specific Requirements and Deviations from the Interconnection Specifications
......... .... ................................ »............... »................................................................................. .............. ........ 10
APPENDIXB — One -Line Diagram................................................................................................. .1 i
Page 1
Interconnection Agreement for 4peraGon, Metering and Protective
Relaying for Non -Utility Power Producers and Co-Generaws
1.0 Scope and Limitations of Agreement
1.1. This Interconnection Agreement is an appendix to Power Purchase
Agreements executed by Golden Valley Electric Association, Inc. (GVEA) and
Alaska Environmental Power LLC (AEP), the "Customer" for a generation site
located at MP 1418 Alaska Highway, Premises # 10010715.
1.2. This agreement relates solely to the conditions under which GVEA and AEP
agree that AEP's generation system and equipment located near MP 1418
Alaska Highway may be interconnected to and operated in parallel with
GVEA's electric system. The generation at this Facility consists of up to two
Northwind 100 Wind Turbines and up to two AWE 900 Wind Turbines.
1.3. This document provides project specific requirements where necessary to
supplement the general requirements stated in the document "GVEA
Interconnect Specifications - A Technical Guide for Operating, Metering,
Monitoring, and Protective Relaying of Non -Utility Power Producers and Co -
Generators" (a.k.a. Interconnection Specifications). This document shall be
interpreted in the context of the definitions and requirements of the
Interconnect Specifications.
1.4.This agreement applies to this Facility only if the sum of nameplate capacity of
all connected generation is less than or equal to 2,000kW (or 2,000 kVA).
1.5.This Agreement does not guarantee that GVEA's system can accept 2,000kW
of generation at this location, Additional engineering studies will be required for
any incremental addition of generation above the existing 100kW to determine
if any system improvements are required. The Customer is responsible for
the cost of the engineering studies.
1.6. Designs and specifications of the Facility must be provided to GVEA no less
than six months before construction begins. The design information shail be
sufficiently detailed to confirm that the installation can be expected to meet
GVEA's requirements for interconnection.
Page 2
Interconnection Agreement for Operation, Metering and Protective
Relaying for Non -Utility Power Producers and Co -Generators
13. This Agreement does not constitute an agreement to purchase or deliver the
Customer's power. The purchase or delivery of power and other services is
covered under separate agreements.
2.0 General Requirements
2.1. Refer to "GVEA Interconnect Specifications - A Technical Guide for Operating,
Metering, Monitoring, and Protective Relaying of Non -Utility Power Producers
and Co -Generators" for general requirements for interconnection. Several of
those requirements are discussed below along with modifications to them that
are speck to Customer's Facility and this agreement. The Customer's
facilities shall fully comply with all relevant Interconnection Specifications even
if not discussed in this agreement. The requirements set out in this agreement
modify certain of the Interconnection Specifications for purposes of this
agreement and apply to Customer's Facility as described by Customer as of
the date of this agreement. If any modifications to Customer's Facility, in the
sole reasonable judgment of GVEA, so require, GVEA may further modify
these requirements as necessary to ensure the safe and reliable operation of
the GVEA system at any time and without further notice.
2.2.The Customer's Facility shall not under any circumstance be permitted to
cause any reduction in the quality of service being provided to other GVEA
Customers or Members. No abnormal voltages or harmonic distortions shall be
permitted. If credible high or low voltage complaints or flicker complaints result
from operation of the Customer's generation, such generating equipment shall
be immediately isolated from GVEA's system until the problem is resolved.
2.3-The Customer may not commence parallel operation of generator(s) until final
written approval has been given by GVEA. GVEA reserves the right to inspect
the Customer's Facility and test or witness testing of any equipment or devices
associated with the Interconnection at any time and without further notice..
2.4.Once a GVEA distribution circuit is de -energized for any reason, the Customer
shall disconnect from the GVEA system and will not be permitted to reconnect
to GVEA's system until GVEA has first energized its system.
2.5. Fault coordination of a GVEA distribution feeder shall not be adversely
affected by the Customer. The Customer shall coordinate with the GVEA
reclosing strategies.
2.6.Operation of the Customer's generator shall not adversely affect the voltage
regulation of GVEA's system to which it is connected. Adequate voltage
control shall be provided by the Customer to minimize voltage fluctuation on
Page 3
Interconnection Agreement for Operation, Metering and Protective
Relaying for Non -Utility Power Producers and Co -Generators
GVEA's system caused by changing generator loading conditions and to meet
the specifications required by GVEA.
2.7. Sufficient generator reactive power capability shall be provided to withstand
normal voltage changes on GVEA's system. The generator reactive power
requirements, voltage regulation, and transformer ratio settings will be jointly
determined by GVEA and the Customer to ensure inter -system coordination
and operating capability. Customers are required to generate their own
reactive power requirements to assure generation at the specified power
factor.
2.8.The Customer shall maintain the equipment in good order. GVEA reserves the
right to inspect the Customer's facilities whenever it appears that the Customer
may be .operating in a manner detrimental to GVEA's system integrity or out of
compliance with this Interconnection Agreement.
2.9. The Customer shall discontinue parallel operation when requested by GVEA:
2.9.1. To facilitate maintenance, test or repair of GVEA or other Customer
facilities.
2.9.2. During system emergencies.
2.9.3. When the Customer's generating equipment is interfering with other
Customers or Members on GVEA's system.
2.9.4. When an inspection of the Customer's generating equipment reveals a
condition that would cause a potential or actual threat to safety, or to
GVEA system stability, reliability or power quality.
2.9.5. When an inspection of the Customer's generating equipment reveals an
apparent lack of adequate maintenance of equipment necessary to protect
GVEA's system.
2.10, Total harmonic current output
than 5% total harmonic distortion.
currents shall be limited to the mos!
1547-2003.
of power inverters shall not be greater
Higher order even and odd harmonic
restrictive of that specified in IEEE std.
2.11. Harmonic voltage distortion shall not be greater than 5% total harmonic
distortion. Higher order harmonic voltages shall be limited to the most
restrictive of that specified in UL 1741 Section 45.4, IEEE 1547-2003.
Page 4
Interconnection Agreement for Operation, Metering and Protective
Relaying for Non -Utility Power Producers and Co -Generators
2.12. If a Customer's parallel generation is found to be interfering with other
Customers or Members, or does not meet the requirements of the UL or IEEE
specifications, GVEA may disconnect the Facility until it determines that the
Customer has satisfactorily corrected the problem or condition.
2.13. GVEA does not assume any responsibility for protection of the Customer's
generator(s) or any other portion of the Customer's electrical equipment. The
Customer is fully responsible for protecting their equipment in such a manner
that faults or other disturbances on the interconnected system do not cause
damage to the Customer's equipment. It is the Customer's responsibility to
provide adequate protection of the Facility from electrical disturbances on
GVEA's system, including over -voltage, frequency variation, under -voltage,
lightning, recloser actions, and switching transients.
3.0 Specific Requirements
3.1.This Facility is metered by a primary metering arrangement at a nominal
25kVLL. The metered quantities are kW hours, kW peak demand (15 minute
rolling average), and WAR -hours. These quantities are metered separately in
each direction.
3.2. Power that is consumed by the Facility will be billed at the GS-2(2) rate.
3.3. The Point of Delivery is shown on the One -Line Diagram (see Appendix B),
and is near the fused cutouts next to the instrument transformers used for
GVEA's meter.
3A.The requirements of this agreement are in some part dictated by operating
conditions related to the number of systems or other facilities interconnected
with GVENs electrical system. As more Producers connect generation to the
GVEA system, and especially to this 25kV feeder, additional restrictions on
operation, control systems, communications systems, and protective relaying
may be required for safe and reliable operation. It shall be the Customer's
responsibility to provide, at its sole expense, equipment data and settings to
assist in the engineering of systems that may be required for the safe and
reliable operation of the GVEA system as additional generation is installed.
3.5. To limit flicker at other locations on the feeder, voltage variations caused by
the Facility shall not exceed the following: 3.3% four times per day, 2.5% once
per hour, 1.7% once per minute, 0.8% once per second, or 0.5% four times per
second.
Page 5
Interconnection Agreement for Operation, Metering and Protective
Relaying for Non -Utility Power Producers and Co -Generators
3.6. An exception to the Interconnect Specification was made for this Facility to
allow the use of a step-up transformer with a wye-delta winding configuration
instead of a wye-wye winding configuration for the Northwind 100 wind turbine
interconnection. The use of the wye-delta transformer connection increases
the probability that ferro-resonance will damage the transformer. It also
requires that the primary side (25kV) neutral bushing be left. disconnected to
avoid damage due to line -to -ground faults on GVEA's 25kV distribution line.
3.7. Limited to the Northwind 100 installation GVEA has accepted the use of a
SEL-547 relay in lieu of an inverter based power conversion system that is
certified by a Nationally Recognized Testing Laboratory to meet the
specifications of UL 1741.
3.8. The . Power Factor of the energy delivered by this project shall be within the
band of 0.95 leading to 0.95 lagging at the Point of Delivery on GVEA's 25kV
feeder unless required to maintain an acceptable voltage at the point of
interconnection.
3.9.This Facility is within the Type 3 interconnection category as defined by the
Interconnection Specifications. The requirements are summarized in Table 3.2
of the Interconnection Specifications and the table is included as Exhibit A of
this agreement.
4.0 Right of Access
4.1. Data about the operating parameters of the Facility is essential to the safe and
reliable operation of GVEA's member -owned electrical system. Failure to
provide current data shall be cause for disconnection of the Facility at the sole
discretion of GVEA at any time and without further notice.
4.2. The duly authorized agents of GVEA shall have the right of ingress and egress
to the premises of the Customer at all hours, over the same general route as
Customer utilizes, for the purpose of reading meters, inspecting GVEA's wiring
and apparatus, changing, exchanging, or repairing its property on the premises
of Customer and to remove such property at the time of or at any time after the
suspension of interconnection of the Facility or termination of this Agreement.
GVEA shall have access to Customer's Isolation Device at all times.
5.0 Maintenance of Interconnection Facilities
5.1. Customer shall maintain the Facility in a safe and prudent manner, conforming
to all applicable laws and regulation. The Customer shall reimburse GVEA for
any and all losses, damages, claims or liability GVEA incurs as a result of
Page 6
tnterconneclion Agreement for Operation, Metering and Protective
Relaying for Non -Utility Power Producers and Co -Generators
Customer's failure to maintain the Facility in a safe and prudent manner or
failure to obtain or maintain any governmental permits or authorizations
required for construction and operation of the Facility.
5.2. The Customer shall reimburse GVEA for labor and expenses required to
respond to requests from the Customer for assistance, Work requested may
include engineering, billing questions or electrical construction or testing.
Failure to reimburse GVEA shall result in disconnection of the Facility at any
time and without further notice.
5,3.GVEA is not obligated to reimburse the Customer for any revenue lost for any
reason including due to power outages or due to disconnection of the Facility
by GVEA for reasons described elsewhere in this agreement.
5.4. Customer protection systems and Compliance with IEEE 1547-2003 and UL
1741 shall be as follows:
5.4.1. Generation equipment shall meet the requirements of IEEE 1547-2003
and UL 1741 along with any supporting documents created for testing,
clarification, or information follow up of each article.
5.4.2. The Customer shall provide information on the type of anti4slanding
protection used and coordinate those protection schemes such that any
GVEA circuit reclosing will not be adversely affected.
5.4.3. Harmonic output of power inverters will comply with IEEE 1547 and UL
1741. If a Customer is found to be interfering with other Customers or
Members, or is worse than IEEE recommended specifications, the
Customer may be required to install filtering to bring the harmonic output of
their inverter(s) to an acceptable level.
5.4.4. The Customer shall provide protective devices to detect and clear the
generator(s) from short circuits or grounds on the GVEA facilities serving
the Customer. Such devices shall meet GVEA's specifications and
requirements for those devices.
5.4.5. The Customer shall provide protective devices to detect the voltage and
frequency changes which can occur if the GVEA facilities serving the
Customer are disconnected from the main system; and if abnormal
voltages or frequencies exist, these relays would then clear the Customer
generation from the isolated system. Isolation from the GVEA system
should be such that it will not affect the GVEA reclosing cycle .(i.e. fault
coordination) normally employed on the serving facilities. Such devices
shall meet GVEA's specifications and requirements for those devices.
Page 7
Interconnection Agreement for Operation, Metering and Protective
Relaying for Non -Utility mower Producers and Co -Generators
5.4.6. Phase under/over-voltage relays (Device 27159). Under -voltage Relays
should be adjustable from 75-90% of nominal voltage and have time delay
to prevent unnecessary tripping of external faults. The time delay should
coordinate with the utility reclosing cycle. Over -voltage relays should be
adjustable from 110-120% of nominal voltage and should be
instantaneous. Setting change with temperature variation should not
exceed t 2 volts over the expected temperature range.
5.4.7. Under/over frequency relays (Device 81). The Under -frequency relay
should be adjustable from 55-60 Hz and the over -frequency relay from 61-
65 Hz. Setting change with temperature variation over the expected range,
or voltage variation over + 10%, should not exceed + 0.008 Hz. Time
delays should be settable from no intentional delay up to 60 cycles in one
cycle increments.
5.4.8. Phase sequence/under-voltage relay (Device 47/27). To permit
paralleling when GVEA voltage and phase sequence are normal.
5.5. All protective devices supplied to satisfy these requirements shall be tested,
certified and sealed by qualified personnel at the time of installation and at
intervals recommended by the manufacturer. Special tests may also be
required by GVEA to investigate apparent mis-operations or to compile a
record of performance.
5.6. Test records for protective devices shall be made available to GVEA with 48
hours notice. Testing of protection systems shall be limited to records of
compliance with standard acceptance procedures and by industry standards
and practices. These records shall include testing at the start of commercial
operation and periodic testing thereafter.
Page 8
I I .
Interconnection Agreement for Operation, Metering and Protective
Relaying for Non -Utility Power Producers and Go -Generators
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed in their respective names as of the date of the later of the two signature
lines below.
Seller:
P A,/11Pt)'VWV'44/ lltan—
By:
Nar,
TitlE
Date
STATE OF ALASKA }
)s
FOURTH JUDICIAL DISTRICT )
f it- NOTARY '=7
A ' PUBLIC l a
i
70.7
GVEA:
GOLDEN VALLEY ELECTRIC
ASSOCIATION, INC.
By:
Michael J. Wright
Vice Presid,
Transmissiorf & Distribution
Date: 2 6, Z a-5
The foregoingrinstrument was acknowledged before
s me this ""�"•L day of , 2009,
by if tt
j�
Notary Public in d for Alaska
My Commission Expires:ja
��
i
Page 9
Interconnection Agreement for Operation, Metering and Protective
Relaying for Non -Utility Power Producers and Co -Generators
APPENDIX A — Applicable Requirements of the Interconnection Specifications
Table 3.2 - Minimum requirements for Interconneebon Types
T 2 TT
N
N
Single Phase Connection Limited WA See Notes
Y
Y
Lockable Disconnect with Visible Open
Y
Y
Y
Y
Interconnect Breaker or Fuse F
B or F
B of F
B
B
ltdOut Metering
Y
Y
Y
Y
-Energy Recorder.
N
N
N
Y
Dedicated Transformer
N
N
Y
Y
Transformer - Customer Pas I Utility Owns
I Y
Y
N
N
Transformer - Customer Pays 1 Customer Owns
N
N
Y
Y
Under -Voltage 27
Y
Y
Y
Y j
Over -Voltage 59
Y
Y
Y
Y
Under-F uen 81U I T
Y
Y
Y
Y
Over -Fr uenc B10
Y
Y
Y
Y
Phase Over -Current 50/51 Fr
Y
Y
Y
Y
Neutral Over -Current 51N
N
N
Y
Y
Transfer Trip
N
N
TBD
TBA
Close Permissive Required
N
N
Y
Y
Automalic Synchronlzer (synchronous machine 25 , 25a
Y
Y
Y
Y
Automatic Synchronizer induction machine 25 , 25a
N
N
N
N
Automatic Synchronizer UL 1741 inverter 25 , 25a
N
N
N
TBD
Isolation Detection I Antimlstandin
Y
Y
Y
Y
Comm - voice
Y
Y
Y
Y
Telemet
Y'"
Y"
Y
Y"'
Power QualityMonitoring
N
N
Y
Y
Export Power Control Equipment
N
N
Y
Y
Operational Data Legging
N
N
Y
Y
Sequence of Event Repofto
N
N
Y
Y
Fault Recording
N
N
Y
Y
PSSIE Modeling
N
N
N
Y
Macon Tessin
N
N
N
Y
Meteft CTs Supgied By GVEA jCustorner Installs
NIA
Y
Y
N
Melefl CTs Supplied By Customer jCustomer Installs
NIA
N
N
Y
Momentary Paralleling
Y
Y
N
N
Notes:
TBD means To Be Determined during design phase
' Three Phase Only, may not be required for inverters or induction machines
" Minimal Telemetry may be required
Dedicated Telemetry
t These requirements are met if Grid Interactive equipment Is used.
it Physical distribution feeder conditions may limit interconnect size
Short Circuit Current Ratio of 50 or less will require a protection study to determine any addifionaf needed protection
225 WA Maximum Three -Phase Pole Mount Transformer Limit
75 WA Maximum Single -Phase Pole Mount Transformer Limit
167 WA Maximum Single -Phase Pad Mount Transformer Limit
2000 kVA and Greater Special Requirements Apply Regardless of Interconnection Type:
Dedicated Telemetry—
Arrange for Spinning Reserve, See Section 1.3.4.2
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T-
EXHIBIT C
TO
STANDARD POWER PURCHASE AGREEMENT
FOR
MEMBER -OWNED SMALL-SCALE RENEWABLE RESOURCES
UNDER THE
EXPERIMENTAL RENEWABLE RESOURCE PURCHASE PROGRAM
REQUIRED FACILITY DOCUMENTS
1. Statement that all permits are in place.
2. Contractor's Administrator Verification
3. Certificate of Insurance
4. PE Statement of Facility Generation Capability
EXHIBIT C
366980/1/WHP/052273-0180
EXHIBIT D
TO
STANDARD POWER PURCHASE AGREEMENT
FOR
MEMBER -OWNED SMALL-SCALE RENEWABLE RESOURCES
UNDER THE
EXPERIMENTAL RENEWABLE RESOURCE PURCHASE PROGRAM
START-UP TESTING
[Seller identify appropriate tests]
Required factory testing includes such checks and tests necessary to determine that the
equipment systems and subsystems have been properly manufactured and installed, function
properly, and are in a condition to permit safe and efficient start-up of the Facility, which may
include, but are not limited to (as applicable):
1. Pressure tests of all steam system equipment;
2. Calibration of all pressure, level, flow, temperature and monitoring instruments;
3. Operating tests of all valves, operators, motor starters and motor;
4. Alarms, signals, and fail-safe or system shutdown control tests;
5. Insulation resistance and point-to-point continuity tests;
6. Bench tests of all protective devices;
7. Tests required by manufacturer of equipment; and
8. Complete pre -parallel checks with GVEA.
Required start-up tests are those checks and tests necessary to determine that all features
and equipment, systems, and subsystems have been properly designed, manufactured, installed
and adjusted, function properly, and are capable of operating simultaneously in such condition
that the Facility is capable of continuous delivery into GVEA's electrical system, which may
include, but are not limited to (as applicable):
1. Turbine/generator mechanical runs, including shaft, vibration, and bearing temperature
measurements;
2. Running tests to establish tolerances and inspections for final adjustment of bearings,
shaft run -outs;
3. Brake tests;
PAGE 1 — EXHiBrr D
366980/I /WHP1052273-0180
W
4. Energization of transformers;
5. Synchronizing tests (manual and auto);
6. Stator windings dielectric test;
7. Armature and field windings resistance tests;
8. Load rejection tests in incrementaI stages from 5, 25, 50, 75 and 100 percent load;
9. Heat runs;
10. Tests required by manufacturer of equipment;
11. Excitation and voltage regulation operation tests;
12. Open circuit and short circuit saturation tests;
13. Governor system steady state stability test;
14. Phase angle and magnitude of all PT and CT secondary voltages and currents to
protective relays, indicating instruments and metering;
15. Auto stop/start sequence;
16. Level control system tests; and
17. Completion of all state and federal environmental testing requirements.
PAGE 2 — ExxrBrr D
366980/ t/WH P/052273-0180