HomeMy WebLinkAboutRes2000-055
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Sponsored: Janke
CITY OF SEWARD, ALASKA
RESOLUTION 2000-055
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, ADOPTING A "STANDARD FORM CONTRACT" FOR
RESPONDING TO INQUIRIES FROM QUALIFYING FACILITIES HAVING
A DESIGN CAPACITY OF GREATER THAN 100 KW
WHEREAS, the City Council of the City of Seward, Alaska, has approved
Ordinance 2000-14, which adopts procedural rules and a tariff schedule that apply to how the
City of Seward, "the Utility", responds to inquiries from qualifying facilities ("QFs") having a
design capacity of greater than 100 kW; and
WHEREAS, the procedural rules and tariff schedule adopted in Ordinance 2000-
14 provide for a "standard form contract" that will be given to potential QFs solely to inform them
regarding some of the general terms and conditions.that would typically apply to the Utility's
contract purchases of power from QFs having a design capacity of greater than 100 kW; and
WHEREAS, the procedural rules and tariff schedule provide that such "standard
form contract" shall be one which is approved, and which may be modified from time to time, by
the City Council of the City of Seward, Alaska.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF SEWARD, ALASKA, that:
Section 1. Effective , 2000, the form titled "Power Purchase
Agreement Between and City of Seward," and the form titled
"Cover Letter to Accompany Standard Form QF Contract," both of which are, attached hereto,
are hereby adopted as the "standard form contract" to be supplied to potential QFs as provided
for in Seward City Code Chapter 14.15, Electricitv. and in the City of Seward Electrical Tariff
Section 2. The "standard form contract" adopted herein is adopted for the sole
purpose of informing potential QFs regarding some of the terms and conditions that would
typically apply to the Utility's contract purchases of power from a QF. The "standard form
contract" is not adopted to serve as an offer to purchase or sell power or to interconnect, and this
resolution expressly prohibits the standard form contract from being construed as such an offer.
Section 3. This resolution shall take effect ten (10) days after its adoption.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska
this 12 day of June 2000.
THE CITY OF SEWARD, ALASKA
CITY OF SEWARD, ALASKA
RESOLUTION 2000-055
l,L.., (~-'4 I
Edgar Blatchford, Mayor
AYES:
NOES:
ABSENT:
ABSTAIN:
Calhoon, Clark, King, Orr, Shafer, Blatchford
None
Brossow
None
ATTEST:
pO~~
Patrick Reilly -~
City Clerk
(GitKSeal) ,
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COVER LETTER
TO ACCOMPANY STANDARD FORM QF CONTRACT
Date
Name
Address
Address
Subject:
Dear
You have expressed an interest in selling firm power as a Qualifying Facility (QF)
pursuant to the Public Utility Regulatory Policies Act (PURPA), 16 U.S.c. S 2601 et seq., to the
City of Seward, Electric Enterprise Fund ("Seward").
In response to your inquiry, we are enclosing a copy of Seward's standard form
contract ("Contract") for purchases of firm energy and capacity from QFs. This standard form
contract does not constitute an offer by Seward to purchase or sell power or to interconnect.
You will notice that the Contract contains a number of terms, such as the
"milestone" dates in Article II, which will require negotiation with respect to the specific project
being proposed. These terms will be supplied, and other terms may be modified, pursuant to
negotiated agreements between Seward and yourself, or other Seller of the QF' s output, so as to
reflect the individual circumstances of the QF.
The Contract also contains certain proVISIOns that require an engineer's
certification, ~, Art. I(A); Art. VII(C). These provisions may require modification to conform
to practice with respect to such certification typically acceptable in the engineering profession.
Seward's load and resource forecasts indicate that it will not need any additional
capacity until approximately to meet load growth and reserve requirements.
Accordingly, no capacity additions are currently being planned by Seward. Because Seward is
presently unwilling to enter into any contract which includes capacity payments, at present,
Seward will be willing to delete Article XII(D) (requiring Seller to carry insurance for
replacement power).
The Contract as drafted has a
for a shorter term.
year term. Seward is willing to negotiate
Once you have reviewed the Contract, if you wish to pursue the possibility of
selling power to Seward, please contact the Manager, Dave Calvert.
fs'Seward\ Tanft\4-6-00\f
Very truly yours,
Enclosure
fs'Sewardl Tar; ft\4-6-00If
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POWER PURCHASE AGREEMENT
BETWEEN
AND
CITY OF SEWARD, ELECTRIC ENTERPRISE FUND
THIS AGREEMENT, entered into on this
, is between
hereinafter referred to as "Seller," and the City of Seward, Electric Enterprise Fund ("Seward").
day of
RECITALS:
Seller will own and operate a kilowatt (kW) (nameplate)
cogeneration facility for the generation of electric power ("the Facility") located at or near
("Site"). Seward is including the output of this Facility in
its resource planning; and
Seller wishes to sell, and Seward agrees to purchase, the Net Metered Output
from the Facility;
NOW, THEREFORE, the parties hereto mutually agree as follows:
fsISewardITariff\4-12-00If
ARTICLE I: DEFINITIONS
As used m this Agreement, the following terms shall have the following
meanmgs:
(A) "Commercial Operation Date" is the date agreed to by Seller and Seward
after start-up testing of the Facility is completed and after Seward receives a written statement
from a licensed professional engineer certifying the Facility as provided for herein;
(B) "Contract Year" is a calendar year commencing at 0000 hours on January
1 and ending at 2400 hours on December 31;
(C)
"Facility" is the Seller's
kilowatt (nameplate) cogeneration
electric generation station, capable of generating required inductive and capacitive KV ARs in
accordance with accepted industry standards, and all Seller's Interconnection Equipment, all
located at the Site and as further described and shown on Exhibit 1;
(D)
"Seward's System" is the service territory served by Seward on
and includes all present and future firm loads within that service territory,
December 31,
but does not include any loads within any service territories that may be acquired in the future
through the purchase of the territory or facilities of any other electric utility;
(E) "Net Metered Output" is all electric power and energy produced by the
Facility, less Facility use and less transformation and transmission losses, if any;
(F) "Point of Delivery" is the location where Seller's deliveries of power to
Seward are metered;
(G) "Scheduled Maintenance Periods" are those times during which the
Facility is shut down for routine maintenance with the advance approval of Seward as provided
in Article XV(A) hereof;
(H) "Seller's Interconnection Equipment" is all equipment and facilities not
owned by Seward on Seller's side of the Point of Delivery required to be installed solely to
interconnect and deliver power from Seller's Facility to Seward's system including, but not
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limited to, transmission lines; transformation, connection and switching equipment;
communications and control equipment; and the safety and reliability equipment described in
Exhibit 2; and
(I) "System Emergency" means a condition on Seward's system which in
Seward's judgment is likely to result in imminent significant disruption of service to customers
or may have an imminent potential to endanger life or property.
ARTICLE II: TERM
(A) Subject to the provisions of this Article and Article XXIII, this Agreement
shall become effective when executed by both parties hereto, and shall end on December 31 of
the
year following the year in which deliveries of Net Metered Output begin.
(B) Time is of the essence in this Agreement. Therefore,
(1) if Seller does not have adequate commitments for the financing of
the Facility by
, or
(2)
if Seller does not present to Seward all required governmental
authorizations and permits and all fuel contracts required for the
construction and operation of the Facility by
or
(3) If Seller does not present to Seward a detailed design package
sufficient for construction of the Facility by
, or
(4) if Seller does not commence substantial construction of the Facility
by
, or
(5) if Seller does not commence testing of the Facility and obtain the
engineer's statement required by Article VII(C) of this Agreement
by
, or
(6) if deliveries of Net Metered Output do not commence by
, then
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Seward may, without walvmg any claim or right Seward may then have, terminate this
Agreement by providing written notice thereof to Seller.
ARTICLE III: DELIVERY OF POWER
Commencing on the Commercial Operation Date, and for the term of this
Agreement, Seller shall make available from the Facility a minimum of
kWh
of Net Metered Output during each twelve-month period. Subject to Article XVI, Seller shall
deliver to Seward and Seward shall purchase all Net Metered Output from the Facility.
ARTICLE IV: PRICES
(A) The following prices are established for all deliveries of Net Metered
Output hereunder; provided, however, that nothing in this Article shall be construed as affecting
or limiting the Seller's obligation to make deliveries in each Contract Year as established in
Article III hereof.
(1) Nonfirm Energy Prices
For all Net Metered Output delivered prior to the Commercial
Operation Date, and for all Net Metered Output delivered in excess
kWh in any twelve-month period, Seward
of
shall pay Seller the price stated in Seward's then-effective tariff
schedule for Non-Firm Contract Service for Qualifying Facilities
of 100 KW or less.
(2) Firm Capacity Prices
Commencing
, Seward shall pay Seller each
month at the rate described in Schedule A for the maximum level
of kW of capacity delivered by Seller to Seward during the
preceding month. However, Seward shall suspend payments for
capacity if (a) Seller fails to maintain a plant factor of
percent or better over any twelve month period, or (b) Seller is
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unable to provide power at 80 percent of rated capacity on any two
monthly peak days during the months from October through May.
Capacity payments so suspended shall be restored as soon as Seller
complies with both of the reliability standards set out in the
preceding sentence.
(3) Firm Energy Prices
Commencing upon the Commercial Operation Date and continuing
until
years from the Commercial Operation Date,
Seward shall pay Seller for each kWh of Net Metered Output up to
kWh at the energy rates determined
according to the formulas set out in Schedule B attached to this
contract.
(B) Seller expressly acknowledges that in the event that Seller is unable to
make deliveries of at least the minimum amount of Net Metered Output as required by Article III
of this Agreement for any twelve month period, or for the entire term of this Agreement, Seward
will be harmed at least to the extent that Seward incurs net costs to obtain replacement power for
Net Metered Output promised hereunder but not delivered. Seller will reimburse Seward for any
such net costs of replacement power in excess of the price that Seward would have paid to Seller
had Seller delivered such Net Metered Output promised under this contract. Such net costs of
replacement power shall be determined from the purchase price of replacement capacity and
energy, if Seward purchases replacement power, or from the total costs of generating
replacement capacity and energy, if Seward in its sole discretion elects to generate such power at
its own existing or newly constructed facilities. Seward will use its best efforts to mitigate the
excess cost of any replacement power purchased or generated. If Seller fails to notify Seward of
its abandonment, the Facility shall be deemed abandoned if at any time after the Commercial
Operation Date the Facility generates no power whatsoever for six continuous months.
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ARTICLE V: PAYMENTS AND COMPUTATIONS
(A) On a monthly basis, Seward shall provide Seller with computations of Net
Metered Output, including Measured Maximum Capacity, firm energy and nonfirm energy, if
any, and shall concurrently therewith make payments therefor in accordance with the terms and
conditions of Article IV, at the address specified in Article VI, below.
(B) Seller shall pay Seward for Seward's costs incurred under this Agreement
at the address specified in Article VI, below, within thirty (30) days of the receipt of Seward's
written statement. Should Seller fail to pay in full statement(s) from Seward within thirty (30)
days, Seward may offset future payment(s) to Seller hereunder by such amount(s).
(C) Seward's obligation to make payments under this Agreement shall be
reduced at any time in the event and to the extent that any regulatory body having jurisdiction
over Seward's rates and charges does not allow Seward to recover such payments from Seward
customers.
ARTICLE VI: NOTICES
All written notices under this Agreement shall be directed as follows and shall be
considered delivered when deposited in the United States Mail, return receipt requested:
To Seller:
To Seward: Manager, Electric Enterprise Fund
City of Seward
P.O. Box 167
Seward, Alaska 99664
The parties may change the person to whom notices are addressed, or their addresses, by
providing notice thereof as specified in this Article.
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ARTICLE VII: FACILITY DESIGN AND CONSTRUCTION
(A)
Seller shall design, construct, install, own, operate and maintain the
Facility. Seller shall provide Seward with all specifications and drawings for the Facility,
together with electrical data concerning the Facility sufficient to allow Seward to make stability
and protection studies. These are to include, but are not limited to, reactive capability curves,
unit capability curves, overload capabilities, governor response capabilities with model and time
constraints, governor droop characteristics, prime mover and generator instructions,
underfrequency and overfrequency setting requirements, and all proposed relay settings. All
specifications and changes in specifications, including new or additional equipment, shall be
subject to Seward's review and acceptance. Seward's acceptance of Seller's specifications shall
not be construed as confirming nor endorsing the design, nor as a warranty of safety, durability,
or reliability of the Facility. Seward shall not, by reason of any review, acceptance, or failure to
review, be responsible for the Facility, including but not limited to the strength, details of design,
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adequacy or capacity thereof, nor shall Seward's acceptance be deemed to be an endorsement of
the Facility.
(B) The design and construction of the Facility shall meet the requirements of
all applicable federal, state and local laws. Prior to commencement of generation, and upon
completion of any major changes, the Facility shall be inspected and approved by appropriate
state and local officials.
(C) At the request of Seward, Seller shall provide Seward, at least thirty (30)
days prior to initial deliveries, with a statement from a licensed professional engineer who is
acceptable to Seward certifying that the Facility can reasonably be expected to generate capacity
and energy in the amounts set forth herein for the duration of this Agreement.
ARTICLE VIII: INTERCONNECTION
(A) Seller shall install at Seller's expense all Seller's Interconnection
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Equipment. Seller shall allow Seward to review the adequacy of all protective devices, to
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establish requirements for settings and periodic testing, and to inspect all such devices
periodically; provided, however, that neither such action nor inaction by Seward shall be
construed as warranting the safety or adequacy of Seller's Interconnection Equipment. All such
equipment installed hereunder shall conform with the Required Equipment Standards established
in Exhibit 2, attached hereto. Seller shall reimburse Seward for Seward's costs associated with
initial testing and such periodic inspection and testing.
(B) Connection of Seller's Interconnection Equipment to Seward's system
shall be by or under the direction of Seward. Seller shall provide Seward with written notice not
less than ten (10) days nor more than sixty (60) days in advance of the date that interconnection
is required.
(C) Within two (2) years from the date of execution of this Agreement, but in
no event less than one hundred eighty (180) days prior to connection of Seller's Interconnection
Equipment as described in Paragraph (B) above, Seward shall perform at Seller's expense an
interconnection study to determine the additional transmission lines, transformation, switching,
controls, protective devices, and other interconnection equipment required for connection of
Seller's Facility to Seward. Prior to performing this interconnection study, Seward shall provide
Seller with a written estimate of the cost of performing the study. Seller shall pay Seward in
advance the estimated cost of the study. If the actual cost of the study differs from the estimate,
Seward shall bill or refund the difference to Seller after completion of the study.
(D) In the event that it is necessary for Seward to install any additional
facilities or equipment on Seward's system to accommodate Seller's deliveries, including
without limitation transmission lines or transformation equipment, or to reinforce Seward's
existing system for purposes of this Agreement, Seller shall reimburse Seward for all Seward's
costs associated therewith, in accordance with the requirements of Article V.
(E) Not less often than annually, Seller shall reimburse Seward, pursuant to
Article V(B) above, for all of Seward's operation and maintenance costs resulting from Seward's
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installation of facilities and equipment under this Paragraph and Article XI. Such reimbursement
shall be paid at the rate of
percent <-%) annually of the actual installed cost of
such facilities and equipment, or Seward's actual annual costs, whichever amount is greater,
beginning not later than one (1) year from the date of completion of such installation.
ARTICLE IX: SYSTEM EMERGENCY
In the event of a System Emergency, Seward may require Seller to curtail its
consumption of electricity purchased from Seward in the same manner and to the same degree as
other customers within the same customer class who do not own facilities for generating
electricity.
ARTICLE X: OPERATION, PROTECTION AND CONTROL
(A) Seller shall operate and maintain the Facility in a safe manner and in
accordance with the requirements of all applicable federal, state and local laws and the National
Electric Safety Code currently in effect.
(B) Seller may operate the Facility in parallel with Seward's system, but
subject at all times to any operating instructions that Seward may issue, and to all contractual
obligations to which Seward may be subject from time to time, and to any and all other
conditions established by Seward in its sole discretion.
(C) Upon commencement of capacity payments, Seward may include the
Facility in its calculation of both operating and spinning reserves as if the Facility was a Seward-
owned resource.
(D) Seller shall operate the Facility in such a manner as to not adversely affect
Seward's system with respect to frequency, voltage, and V AR production. Voltage and
frequency shall be maintained in a manner consistent with utility standards. V AR production
needed to compensate for reactive system loads shall be provided by the Facility not in excess of
85 percent leading or lagging. Seward will dispatch V AR production of the Facility required
under this section.
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(E) Seward may, upon one hundred eighty (180) days' notice to Seller, change
its nominal operating voltage level at the Point of Delivery, in which case Seller shall modify
Seller's Interconnection Equipment as necessary to accommodate the modified nominal
operating voltage level.
(F) Seller shall remedy any demonstrated harmonic distortions of Seward's
system attributable to the operation of the Facility which in Seward's judgment may result in
objectionable service to Seward's other customers. Should Seller's actions to remedy such
harmonic distortions be inadequate, Seward may without liability disconnect the Facility from
Seward's system. Seward's obligation to make payments to Seller for Net Metered Output that
otherwise would have been delivered during such period of disconnection shall be suspended.
(G) Seller agrees that in the event of and during a period of a shortage of
energy or capacity on Seward's system as declared by Seward in its sole discretion, Seller shall,
at Seward's request and within the limits of reasonable safety requirements as determined by
Seller, use its best efforts to provide requested Net Metered Output, and shall, if necessary, delay
any Scheduled Maintenance Periods.
(H) Seller shall furnish and install on Seller's side of the Point of Delivery a
disconnect switch which shall be capable of fully disconnecting the Facility from Seward's
system. Such disconnect switch shall be a visible-break switch which can be secured by a
padlock, to be provided by Seward, and shall be accessible to Seward's personnel at all times. A
circuit breaker that shall be capable of being remotely operated by Seward at Seward's dispatch
center shall also be provided. Seward shall have the right to disconnect the Facility from
Seward's system at the circuit breaker when necessary to maintain safe electrical operating
conditions or if, in Seward's sole judgment, the Facility at any time adversely affects Seward's
operation of its electrical system or the quality of Seward's service to other customers. Seward's
obligation to pay Seller for Net Metered Output that otherwise would have been delivered during
any such period of disconnection shall be suspended. Whenever possible, Seward shall consult
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with Seller prior to disconnecting the Facility, but Seward shall not be required to consult with
Seller prior to any disconnection which, in Seward's sole judgment, is immediately necessary to
preserve the stability of Seward's system or to prevent injury or damage to persons or property.
Without in any way limiting the foregoing requirements, Seller shall also provide all of the
equipment described in Exhibit 2 as part of Seller's Interconnection Equipment.
(I) The Facility shall be capable of being operated by Seward remotely both
manually and automatically via SCADA from Seward's dispatch center in the same manner as
all Seward resources within Seward's area.
(J) Seller shall reimburse Seward for the reasonable cost of developing and
implementing necessary safety and operational procedures relating to the Facility. Such
procedures may include, but are not limited to, dispatching and communication protocol between
Seward and the Facility. These costs are estimated to equal $
, and include
the cost of training Seward personnel.
ARTICLE XI: METERING
(A)
Flows of electricity to Seward shall be measured at the Point of Delivery
by meters to be equipped with detents so that the record of those flows will not be affected by
any flows to Seller. Flows to Seller shall be metered separately and billed monthly in
accordance with the terms of the service agreement, if any, existing between the parties, and/or
otherwise in accordance with tariffs approved by the Seward City Council.
(B) Seward shall procure, install, own, inspect, test, and maintain meters to
record flows to Seward. Such meters shall be located at a mutually agreed upon designated
location(s), shall measure kWh, and shall record and indicate the integrated demand. Seward
shall determine the integrated demand for each sixty (60) minute period from such recordings.
Seward shall also procure, install, own, inspect, test, and maintain meters for measurement of
reactive volt-amperes. Seward may also, in its sole discretion, install additional metering devices
at a location agreed upon by both parties within Seller's Facility to enable Seller to telemeter
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information and data. All costs relating to all metering devices and any telemetering equipment
installed to accommodate Seller's generation shall be borne by Seller as part of the
interconnection costs pursuant to Article VIII.
(C) All meters and metering equipment shall be sealed by Seward. The seal
shall be broken only upon occasions when the meters are to be inspected, tested, or adjusted and
representatives of both Seward and Seller shall be present upon such occasions. The metering
equipment shall be inspected and tested periodically by Seward and at other reasonable times
upon request therefor by Seller. Any metering equipment found to be defective or inaccurate by
an error in registration of more than plus or minus one percent (1 %), at light load or at heavy
load, shall be repaired, readjusted, or replaced. If any of the inspections or tests provided for
herein disclose an error exceeding one percent (1 %), either fast or slow, proper correction, based
upon the inaccuracy found, shall be made of previous readings for the period of three (3) months
immediately preceding the removal of such meter from service for test, or from the time the
meter was in service since last tested, but not exceeding three (3) months, in the amount the
meter shall have been shown to be in error by such test. Any correction in billing resulting from
a correction in the meter records shall be made in the next monthly bill rendered, and such
correction, when made, shall constitute full adjustment of any claim between Seller and Seward
arising out of such inaccuracy of metering equipment.
ARTICLE XII: LIABILITY AND INSURANCE
(A) Seller agrees to protect, indemnify, and hold harmless Seward, its
directors, officers, employees, 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, for or on
account of injury, bodily or otherwise, to, or death of, persons, or for damage to, or destruction
of, property belonging to Seward or others, resulting from, or arising out of or in any way
connected with the facilities on Seller's side of the Point of Delivery, or Seller's operation and/or
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maintenance, excepting only such injury or harm as may be caused solely by the fault or
negligence of Seward, its directors, officers, employees, agents, or representatives.
(B) Prior to connection of the Facility to Seward's system, Seller shall secure
and continuously carry for the term hereof, in an insurance company or companies acceptable to
Seward, insurance policies for bodily injury and property damage liability. Such insurance shall
include: provisions or endorsements naming Seward, its directors, officers, and employees as
additional insureds; provisions that such insurance is primary insurance with respect to the
interest of Seward and that any insurance maintained by Seward is excess, and not contributory,
insurance with the insurance required hereunder; cross-liability or severability of insurance
interest clause; and provisions that such policies shall not be canceled or their limits of liability
reduced without thirty (30) days' prior notice to Seward. Initial limits of liability for all
requirements under this Paragraph (B) shall be $15,000,000 single limits, which limits may be
required to be increased by Seward giving Seller two (2) years' notice. Such increase shall not
exceed fifteen percent (15%) per year.
(C) Prior to connection of the Facility to Seward's system, Seller shall obtain
and continuously carry for the term hereof, insurance acceptable to Seward against property
damage or destruction in an amount not less than the cost of replacement of the Facility. Seller
shall promptly notify Seward of any loss or damage to the Facility. Unless the parties agree
otherwise, Seller shall repair or replace the damaged or destroyed Facility. Except as provided in
Paragraph (A) of this Article, Seller shall waive its insurers' rights of subrogation regarding
Facility property losses.
(D)
No later than
, Seller shall, at Seller's option: 1) secure
and continuously carry for the remaining term hereof, in an insurance company or companies
acceptable to Seward, insurance policies for partial or total business interruption to cover any
damages payable under Article IV(B) hereof; or 2) post with Seward continuously for the
remaining term hereof a bond, undertaking, or letter of credit issued by a bank or insurance
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company acceptable to Seward, payable to Seward in the event that Seller is unable to provide
Net Metered Output in the amounts required under this Agreement. The initial limit of liability
for any insurance policy, or the amount of any bond, carried or provided under this Paragraph
(D) shall be $15,000,000, which limit or amount may be required to be increased by Seward
giving Seller two (2) years' notice. Such increase shall not exceed fifteen percent (15%) per
year.
(E) Seller shall provide Seward with a copy of each insurance policy required
under this Article, certified as a true copy by an authorized representative of the Issumg
insurance company or, at the discretion of Seward, in lieu thereof, a certificate in a form
satisfactory to Seward certifying to the issuance of such insurance. Seller shall submit such
documents at the address listed in Article VI prior to connection of the Facility to Seward's
system and at all other times such insurance policies are renewed or changed. If any policy
required under this Article is canceled or its limits of liability reduced, and Seller does not
promptly obtain replacement coverage, Seward may, without further liability to Seller of any
kind, disconnect the Facility from Seward's system and suspend acceptance of deliveries from
Seller until such time as Seller demonstrates that Seller has obtained such replacement coverage.
(F) In the event that Seward performs any tasks hereunder by a separate or
ancillary agreement, Seward may require additional indemnification and liability release from
Seller.
ARTICLE XIII: LAND RIGHTS
Seller hereby grants to Seward for the term of this Agreement all necessary rights-
of-way and easements to install, operate, maintain, inspect, test, replace and remove Seward's
metering and other facilities necessary or useful to this Agreement, including adequate and
continuing access rights on property of Seller. Seller agrees to execute such other grants, deeds
or documents as Seward may require to enable it to record such rights-of-way and easements. If
any part of Seward's facilities must be installed on property owned by other than Seller or
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Seward, Seller shall procure from the owners thereof all necessary permanent rights-of-way and
easements for the construction, operation, maintenance and replacement of Seward's facilities
upon such property in a form satisfactory to Seward.
ARTICLE XIV: COMMUNICATIONS
Seller shall at its expense maintain appropriate communications facilities, as
determined by Seward, with Seward's dispatcher. These communications facilities will include
circuits needed for simultaneous voice and data transmission between Seller and Seward.
ARTICLE XV: MAINTENANCE
(A) Seller may shut down the Facility for Scheduled Maintenance Periods not
to exceed thirty (30) days each Contract Year at such times as are approved in advance by
Seward. Seller shall propose to Seward Scheduled Maintenance Periods by February 1 of each
Contract Year, but not later than six (6) months prior to beginning of the proposed scheduled
maintenance. Within sixty (60) days of Seward's receipt of such proposal, Seward shall inform
Seller of the acceptability or unacceptability of the proposed periods.
(B) In the event the Facility must be shut down for unscheduled maintenance,
Seller shall notify Seward's dispatcher (Telephone No.
) immediately of the
necessity of such shutdown, the time when such shutdown has occurred, or will occur, and the
anticipated duration of such shutdown. Seller shall take all reasonable measures and exercise its
best efforts to avoid unscheduled maintenance and to limit the duration of such shutdowns.
ARTICLE XVI: CONTINUITY OF DELIVERIES
Seward may require Seller to curtail, interrupt, or reduce deliveries of Net
Metered Output in order for Seward to construct, install, maintain, repair, replace, remove,
investigate, or inspect any of Seward's equipment or any part of its system, or if Seward
determines that curtailment, interruption, or reduction is necessary because of emergencies,
operating conditions on its system, or as otherwise required by prudent utility practices. In such
circumstances, Seward shall not be obligated to accept deliveries of, or pay Seller for, Net
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Metered Output that otherwise would have been delivered during such period of curtailment,
interruption or reduction. Whenever possible, Seward shall consult with Seller to schedule any
such curtailment, interruption or reduction of deliveries at the mutual convenience of Seward and
Seller, but Seward reserves the right to require Seller to curtail, interrupt or reduce deliveries
under this Article whenever, in Seward's sole judgment, such action is necessary to protect the
stability of Seward's system or to prevent injury or damage to persons or property.
ARTICLE XVII: QUALIFYING FACILITY STATUS
Seller covenants that the Facility is and shall continue to be a "qualifying
facility," as that term is used and defined in 18 C.F.R. Part 292, for the term of this Agreement.
Seward may, in its discretion, require certification by the Federal Energy Regulatory
Commission of qualifying status under 18 C.F.R. 292.207(b).
ARTICLE XVIII: FORCE MAJEURE
As used in this Agreement, "Force Majeure" means unforeseeable causes beyond
the reasonable control of and without fault or negligence of the party claiming Force Majeure,
and specifically excludes: 1) non-availability of fuel to operate the Facility; 2) any changes in
law or governmental regulation; and 3) any failure or delay of any governmental body to act on
any matter affecting the Facility. If either party is rendered wholly or partly unable to perform
its obligations under this Agreement because of Force Majeure, that party shall be excused from
whatever performance is affected by the Force Majeure to the extent so affected, provided that:
(A) the non-performing party, within two weeks after the occurrence of the
Force Majeure, gives the other party written notice describing the particulars of the occurrence;
(B) the suspension of performance must be of no greater scope and of no
longer duration than is required by the Force Majeure;
(C) no obligations of either party which arose before the occurrence causing
the suspension of performance will be excused as a result of the occurrence; and
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(D)
the non-performing party uses its best efforts to remedy its inability to
perform.
ARTICLE XIX: LIABILITY; DEDICATION
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 under any provision of this Agreement shall constitute the
dedication of that party's system or portion thereof to the other party or to the public, nor affect
the status of Seward or Seller as an independent entity.
ARTICLE XX: 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 and not joint or collective.
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 on or
with regard to either party. Each party shall be individually and severally liable for its own
obligations under this Agreement.
ARTICLE XXI: 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,
shall not be deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XXII: CHOICE OF LAWS
This Agreement shall be construed and interpreted 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.
ARTICLE XXIII: GOVERNMENTAL JURISDICTION AND AUTHORIZATION
This Agreement is subject to the jurisdiction of those governmental agencies and
courts having control over either party to this Agreement. This Agreement is not effective until
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it has been executed by both parties and approved by the appropriate regulatory body, including
the City of Seward City Council. Seward's compliance with the terms of this Agreement is
conditioned on the Seller submitting to Seward and to the appropriate regulatory agency, prior to
the date of initial operation, certified copies of all local, state and federal licenses, permits and
other approvals required by law for the construction and operation of the Facility.
ARTICLE XXIV: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon
and inure to the benefit of the respective successors and assigns of the parties hereto. No
assignment hereof by either party hereto shall become effective without the written consent of
the other being first obtained and such consent shall not be unreasonably withheld.
MODIFICATION
No modification of this Agreement shall be effective unless it is in writing and
signed by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their respective names as of the date first written above.
SELLER
CITY OF SEWARD, LIGHT & POWER
DIVISION
By:
By:
Title:
Title: Manager
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SCHEDULE A
FIRM CAPACITY PRICES
[To Be Developed For Specific Circumstances of the QF.]
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SCHEDULE B
FIRM ENERGY PRICES
[To Be Developed For Specific Circumstances of the QF.]
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EXHIBIT 1
DESCRIPTION OF THE FACILITY
[To be Provided by Seller.]
EXHIBIT 1
PAGE 2
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EXHIBIT 2
REQUIRED EQUIPMENT STANDARDS
In order to protect the Facility, the Seller's Interconnection Equipment, and
Seward's system from property damage, to minimize the likelihood of injury to operating
personnel and third parties, and to allow Seward to provide service to its non-generating
customers in the event Seller's Facility or Seller's Interconnection Equipment encounters
operating difficulties, Seller shall provide, install and maintain the following equipment:
1. A lockable main disconnect switch which allows isolation of Seller's
generation from Seward's system;
2. An automatic disconnecting device of a breaker type, which can be
remotely operated by Seward via SCADA, to be used in conjunction with relaying devices, and
which must be provided with automatic synchronizing equipment and be capable of being
operated under full load and fault conditions;
3. An overcurrent device to be used in conjunction with the automatic
disconnecting device required under Paragraph 2 (Seward to approve relay settings);
4. Underfrequency and overfrequency relay to be used in conjunction with
the automatic disconnecting device required under Paragraph 2 (Seward to approve settings);
5. A dedicated voltage transformer, with ground source as required by
Seward, for Seller's generation and load;
6. Undervoltage and overvoltage relays (Seward to approve settings);
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EXHIBIT 2
PAGE 2
7. The turbo generator set must be provided with necessary controls,
including a governor with the appropriate droop and response characteristics. The excitation
system must be compatible with existing machines in control method, range and response;
8. An RTU and accompanying communication link compatible with the
existing Seward SCADA System, which is capable of providing status points, remote metering
and control ofthe Facility to Seward central dispatch;
9. An adequate dedicated voice circuit to Seward's dispatch center to allow
for manual dispatching of the Facility; and
10. Any other relaying shown by the interconnection study to be required to
safely interconnect the Facility with Seward's system.
In the event that Seller's Facility incorporates a synchronous generator, Seller
shall furnish, install and maintain equipment necessary to establish and maintain synchronism
automatically with Seward's system.
Seller shall not employ anything other than three-phase generators without first
obtaining express written permission from Seward.
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