Power Purchase Agreement
| Updated at | March 2010 |
BETWEEN ABC AND XYZ
THIS AGREEMENT, made and entered into this 15th day of March, 1995, by and between ABC, a cooperative corporation duly organized and existing under and by virtue of the laws of the State of Colorado, hereinafter called "ABC", its successors and assigns,
And XYZ, a limited liability company duly organized,created, and existing under and by virtue of the laws of the State of Colorado, hereinafter called "Producer", its successors and assigns. ABC and Producer are hereinafter known collectively as the Parties and individually as the Party.
This Agreement is made pursuant to the ABC Interconnection Standards For Qualifying Facilities (hereinafter referred to as "Interconnection Standards") dated September, 1992, attached hereto as Exhibit "A" and by this reference incorporated herein.
RECITALS
WHEREAS, ABC owns and operates an electric power system within the States of Colorado, Nebraska and Wyoming, and is engaged in generating, purchasing, and transmitting power and energy for sale at wholesale to its member distribution cooperatives.
WHEREAS, the Producer intends to install and operate a waste fuel fired generation facility (hereinafter referred to as "Project") in northwest El PasoCounty, two miles west of the town of Calhan; and
WHEREAS, the Producer has requested electrical interconnection with Donald Duck directly and with ABC indirectly, to facilitate delivery and sale of approximately 5,000 kilowatts of power and associated energy from the Project to ABC.
NOW, THEREFORE, in consideration of the mutual promises, covenants, andconditions set forth herein, the Parties agree as follows:
ARTICLE 1 - DEFINITIONS
For purposes of this Agreement, all terms with initial capital letters textually defined and used herein, and not otherwise defined, shall have the definitions ascribed to them by the text. The following terms shall have the following meanings:
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"Authorization for Interconnection" means the Agreement between ABC, Donald Duck, and Producer that details certain conditions that must be met in order for Producer to continue interconnected operation beyond the initial testing period of the Project.
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"Billing Period" means the period of time between the consecutive monthly cutoff meter reading dates used to determine billing quantities. The Billing Period will normally coincide with a calendar month.
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"Billing Year" means January 1 through December 31, or such other dates which coincide with ABC's Billing Year for its Class A members.
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"Capacity Rate" means the amount expressed in dollars per kilowatt per month that ABC will pay Producer for metered capacity per Article 5.
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"Commercial Date" means the first day of which capacity and energy deliveries to
ABC begin, subsequent to the initial testing period as described in Article 8.
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"Effective Date" is the date stated on one (1) of this Agreement.
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"Energy Rate" means the amount expressed in dollars per megawatthour that
ABC will pay Producer for metered energy per Article 5.
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"Interconnection Facilities" means all of the electrical connection facilities which must be installed or modified for the purpose of interconnecting and delivering power from the Project to the ABC system, including, but not limited to, all metering equipment, transmission and distribution lines and equipment, communications and telemetering equipment,protective devices and safety equipment.
I. "Member System Peak" means the half-hour interval during which ABC's Class A Membership was billed for demand during a Billing Period.
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"Operating Representative(s)" means a person designated by each Party to act on its behalf as set forth in Article 23.
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"Point(s) of Delivery" means the point(s) of interconnection between theProject and ABC's electrical system.
L. "Rated Output" means the design capability of the Project which is projected to be 5,000 kW.
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"REA [RUS] Form 12d" means that certain document prescribed by the Rural Utilities service entitled, "Operating Report-Steam Plant" REA [RUS] Form 12d, REV. 12/93, which ABC submits to the Rural Utilities Service, or in lieu thereof such other records of ABC providing essentially the same information in essentially the same reporting format as said REA [RUS] Form 12d.
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"Rolling Three-Year Average Monthly Load Factor", means ABC's system-wide three-year weighted average monthly load factor as calculated per Exhibit B. ABC's monthly load factor to be used in this calculation is calculated by taking the total Class A member energy sales for the month in kWh divided by the product of the total Class A member capacity sales for the month in kW, and the number of hours in the month.
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"Test Period" means the period of time between the Effective Date and the Commercial Date when Project testing is performed per Article S.
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"Twelve Month Weighted Average Monthly Load Factor" means Producer's twelve month weighted average monthly load factor of capacity and energy deliveries to ABC as calculated per Exhibit B attached here-to and by this reference incorporated herein. Producer's monthly load factor to be used in this calculation is calculated by taking the total metered energy delivered by Producer to ABC for the month in kWh divided by the product of the total metered capacity produced by the Project at the time of the Member System Peak in kW, and the number of hours in the month. If this calculation yields a monthly load factor in excess of 100%, the load factor shall be deemed to be 100% for that particular month.
ARTICLE 2 - AGREEMENT FOR SALE
ABC agrees to purchase the entire net output of capacity and energy from the Project (delivered to the Point(s) of Delivery), and Producer agrees to sell and deliver said capacity and energy solely to ABC for the term of this Agreement. Producer agrees the production and delivery of capacity and energy will be pursuant to the restrictions contained in Exhibit "A" and that any variance from such restrictions shall enable ABC to terminate its obligations under this Agreement, without notice, without penalty or cost, upon ABC's sole discretion, by notice of termination delivered in writing to Producer.
Notwithstanding the provisions of Article 19, there may be times when these purchases may have to be curtailed to ensure safe and reliable service to electric customers of ABC, Donald Duck, or other interconnected power suppliers. These curtailments would be performed only under adverse electrical conditions including, but not limited to, power system interruptions, overload of facilities, loss of system generation, or other adverse conditions. ABC shall have the sole responsibility to determine the capability of the ABC and Donald Duck electrical systems to accept capacity and energy purchases from the Project. In the event purchases are curtailed, ABC shall make reasonable efforts to minimize the duration of the curtailment. It is further understood and agreed that ABC shall not be liable for loss of revenue or other costs to the Producer as a result of such curtailment(s).
ARTICLE 3 - TERM AND TERMINATION
This Agreement shall have an initial term of thirty (30) years beginning with the Effective Date. The Agreement shall thereafter be deemed to be extended by the Parties hereto for up to two (2) successive terms of fifteen (15) consecutive years in the absence of any Party giving written notice to the other Party of its election not to so extend, said notice to be given at least 30 days prior to the expiration of the initial or any additional term. ABC may also terminate this Agreement if certain minimum load factor deliveries are not maintained by Producer, as outlined in Article 5. In addition, if the Commercial Date does not occur prior to February 28, 1997, the terms of this Agreement become null and void.
ARTICLE - 4 DETERMINATION OF CAPACITY AND ENERGY
DELIVERED BY PRODUCER TO ABC
ABC shall make monthly payments for capacity and energy based on actual metered quantities per Article 5. The monthly payments shall consist of a Capacity Rate applied to the metered capacity delivered by the Project at the time of the Member System Peak during the Billing Period, and a Energy Rate applied to the total metered energy...
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